Annual Report 2022 - 2023 of
Subex Limited - A Telecom AI Company
CREATING
CONNECTED
EXPERIENCES
Forward-looking statement
In this Annual Report, we have disclosed forward-looking
information to enable investors to comprehend our
prospects and make informed investment decisions. This
report and other statements - written and oral - that we
periodically make, contain forward-looking statements that
set out anticipated results based on the management’s plans
and assumptions. We have tried, wherever possible, to
identify such statements by using words such as ‘anticipates’,
‘estimates’, ‘expects’, ‘projects’, ‘intends’, ‘plans’, ‘believes’
and words of similar substance in connection with any
discussion of future performance. We cannot guarantee that
these forward-looking statements will be realized, although
we believe we have been prudent in assumptions. The
achievement of results is subject to risks, uncertainties and
even inaccurate assumptions. Should known or unknown
risks or uncertainties materialize, or should underlying
assumptions prove inaccurate, actual results could vary
materially from those anticipated, estimated or projected.
Readers should bear this in mind. We undertake no
obligation to publicly update any forward-looking
statements, whether as a result of new information, future
events or otherwise.
Subex Annual Report 2022-23
02
ANNUAL
REPORT 2022-2023
Overview
Strategic Report
10 Where We Operate & Our Distinctive Resources
11 Our Business at Glance
12 Subex Charitable Trust
Governance
13 Board of Directors
14 Leadership Team
CONTENTS
05 Message from the Chairman
06 A conversation with CEO
09 Quick Facts & Investment Highlights
03
11
13
Board's Report
15
Report on Corporate Governance
39
Business Responsibility and
Sustainability Report
57
Management Discussion and Analysis
74
Standalone financial statements
86
Consolidated financial statements
146
Shareholders’ Information
204
03
Subex Annual Report 2022-23
CREATING CONNECTED EXPERIENCES
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The Future is Unreal
The telecommunications landscape is
undergoing a profound metamorphosis,
ushering in an era of unprecedented
digital transformation and connectivity.
•
30% of all outbound messages will be
synthetically generated by 2025
•
10% of all data produced will be from
generative AI by 2025
•
35% is the increase in the online share
of working hours due to AI-generated
productivity
•
65% of the global population will
have digital wallets by 2030
The world is poised to become
increasingly connected, virtual, and
digital, and it is within this
transformational landscape that telcos
can forge a path to create unparalleled
value.
A Glimpse into Tomorrow:
The Future Customer and
Telco Evolution
In the future, our customers will be
augmented by AI agents,
self-generating content in virtual
worlds. Phones will be replaced by
robotic agents, and communication will
shift from personalization to
self-generation. The move from
graphical to conversational user
interfaces will transform interactions
into digital beings conversing in
augmented reality. In this metaverse, AI
agents will connect, making traditional
call detail records obsolete.
Connectivity will remain the bedrock of
diverse experiences, and we are
committed to providing seamless
solutions for this revolutionary
landscape. We aim to embrace the
transformative potential of the future
customer, where the lines between
reality and virtuality blur, and lead the
way in shaping a connected metaverse.
Together, we can unlock the boundless
opportunities that await in this new
world.
Empowering Transformation
for AI-Augmented Customers
As visionary leaders, we must ensure
that our capabilities align with the future
customer. Flexibility, on-demand
adaptability, and a focus on learning
systems are paramount. Automated but
static workflows of today will soon give
way to agents autonomously
discovering and conducting workflows.
Static networks will become
shape-shifting realities, driven by the
strides of 6G and beyond.
The advent of generative AI, such as
ChatGPT, marks a pivotal moment. Our
future lies in orchestrating large
language models (LLMs) to seamlessly
manage user interfaces, workflows, and
interconnected components. It's no
longer just about software; it's about
cultivating LLMs that can lead us to
innovation.
One such innovation will be in the realm
of support. Once confined to call
centers, leveraging the LLM, support will
evolve into agile co-pilots. These
co-pilots will provide real-time
assistance using an internal knowledge
base and trusted domains to efficiently
handle customer issues. The
convergence of AI, Cloud, and network
as a service (NaaS) concepts will drive
unmatched customer experiences.
Navigating the Winds of
Change: Embracing Telco
Disruptions
To realize this future value, the telco
industry is undergoing massive
transformations. This transformative
landscape is characterized by four key
disruptions –
Firstly, the disruption of experience
across content, commerce, and cash
demands answers to critical questions:
A. How can telcos remain relevant to
the future customer?
B. What innovative approaches can be
A. taken to monetize services
effectively?
B. What new revenue use cases can be
explored to stay ahead of the curve?
C. Should the focus be on retail or
enterprise customers for optimal
growth?
Secondly, delivery disruption is already
underway, impacting network
architecture decisions – standalone (SA)
vs. non-standalone (NSA). The challenge
for telcos lies in sharing networks while
optimizing assets amid capex pressures
and the complexities of fixed mobile
convergence.
Thirdly, ecosystem disruption, fueled by
the advent of 5G and 6G, alongside
content, commerce, and cash
disruptions, has brought numerous
partners into play to deliver enhanced
experiences. This shift necessitates
managing an array of complex
relationships, emphasizing APIs over
traditional contracts, and navigating a
plethora of evolving business models.
Lastly, technology disruption is driven by
the continuous evolution of 5G, 6G, AI,
cloud, private networks, fixed wireless
access, and satellite internet providers.
Telcos have to carefully assess
relevancy, roadmap, and technology
readiness to embrace these innovations
seamlessly and integrate them into their
existing systems.
As we take a step back to comprehend
the magnitude of these changes, it
becomes evident that a new chapter is
being written for all telcos. The question
that arises is whether they have the
capabilities to manage the change on
their own.
To minimize the challenges associated
with building capabilities while
strengthening the core, we have come
up with the concept of co-authoring for
this pivotal chapter. Together, we can
foster a spirit of collaboration,
Subex Annual Report 2022-23
04
innovation, and visionary leadership,
ensuring that the transformational
journey into the future is one of
unparalleled success.
Co-authoring Connected
Experiences
At Subex, we have curated a
comprehensive array of offerings to pave
the way for connected experiences. Our
mission is to empower telcos with
personalized, seamless, secure, and
intelligent solutions, as we co-author the
future together.
1. Make it Personal:
Through our AI Customer Experience
(CX) Studio and Digital Onboarding
solutions, we aim to ensure a smooth
and personalized journey for every
individual.
2. Consistently Connected:
For every connected experience, we are
committed to guaranteeing unwavering
connectivity. Our Network Analytics and
Asset Management solutions will work in
harmony to ensure uninterrupted access
and optimized performance.
3. Intelligence at your Service:
Intelligence is at the heart of our
offerings. With our Business Assurance
product line and AI Use Case Studio, we
empower the enterprise with data-driven
insights and a plethora of use cases to
choose from, elevating enterprise
operational experiences to new heights.
4. Smart Connections for Smart
Businesses:
It's not just about retail; we envision
smart connections for smart businesses.
Our Enterprise Billing and Partner
Ecosystem Management solutions will be
the enterprise’s steadfast allies as we
together co-author this transformative
journey.
5. Connect with Confidence:
At Subex, confidence is key to every
connection. Our dedicated teams will
manage fraud, implement robust
cybersecurity measures, and ensure
seamless digital identity management to
safeguard connected experiences.
6. Cashless Convenience:
As commerce increasingly becomes
cashless, our AI Fintech Studio will play a
pivotal role in monitoring transactions,
preventing fraud, and unlocking a
multitude of secure and convenient
cashless use cases.
With these offerings, Subex is poised to
co-author the enterprise’s connected
experiences with passion, dedication,
and innovative solutions.
End to End Co-author of
Next-Gen Use Cases
The idea is to become the end-to-end
co-author for the enterprise’s
next-generation use cases. Take the
example of advance credit. Advance
Credit has become a crucial use case in
consumer transactions, offering
customers instant credit access at the
point of sale, bill payment, and during
roaming. This innovation enhances
purchasing power and convenience
while meeting evolving customer
expectations. For telcos, it presents an
opportunity to boost revenue and foster
loyalty through seamless credit
integration.
Subex is equipped to support telcos with
comprehensive advance credit
capabilities. We:
•
Personalize the process, ensuring
digital onboarding, live verification,
and AI chatbots for optimal credit
choices
•
Guarantee seamless, cashless, and
fraud-free transactions using
predictive ticketing
•
Ensure secure online transactions
supported by transaction monitoring,
fraud tracking, and anomaly
detection capabilities
•
Maintain consistent connectivity for
seamless transactional experiences.
•
Conduct extensive digital identity,
•
e-KYC, and anti-money laundering
checks for robust cybersecurity
•
Provide intelligence on credit scoring,
revenue assurance, and product
profitability analysis through
conversational UI
We offer end-to-end co-authoring for
holistic use cases and go beyond mere
point-based solutions. We accomplish it
by collaborating with various technology
partners.
Subex…pivoting to a Next
Gen Stack
To meet future demands, we are pivoting
to a next-gen stack, ready to co-author
use cases with our telco customers. Our
Hypersense platform is cloud and
marketplace ready, and we have
powered it with AI and generative AI
capabilities. Integrating LLMs ensures
exceptional customer experiences.
Leveraging the platform, enterprises can
manage their fintech, fraud, security,
network, and enterprise use cases
seamlessly. Our stack accelerates
revenue drivers across content,
commerce, and cash, ensuring your
success.
Future Delivered, Today
The rapid adoption of our next-gen stack
is becoming evident as more than 200
global customers and over 300
installations spanning nearly 100
countries embrace its transformative
potential. Our platform is already
co-authoring the future with numerous
players in the telco industry. This
widespread acceptance and successful
implementation validate its ability to
revolutionize telco operations, ushering
in an era of enhanced efficiency,
superior customer experiences, and
unparalleled revenue growth. As we
continue to expand our network of
partners, we are confident that this
platform will remain at the forefront of
reshaping the telco landscape, driving
innovation, and propelling the industry
towards unprecedented heights.
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05
Subex Annual Report 2021-22
05
Subex Annual Report 2022-23
MESSAGE FROM THE CHAIRMAN
Dear Shareholders,
As we navigate the expansive seas of the telecom industry, our steadfast
commitment to innovation and adaptation remains unwavering. Today, I am
privileged to share significant developments within our organization and a refined
strategic blueprint designed to solidify Subex's leadership in this dynamic sector.
We are embarking on a new chapter with the appointment of Ms. Nisha Dutt as the
Chief Executive Officer, succeeding Mr. Vinod Kumar Padmanabhan. With more
than two decades of substantial experience across diverse domains, including
consulting, advisory roles, investment banking, and technology entrepreneurship,
Ms. Dutt brings a wealth of knowledge and expertise to Subex, making her an ideal
torchbearer for the next phase of our evolution.
This leadership transition represents a significant shift for our organization, signaling
a transformative stage that infuses fresh perspectives and renewed dynamism into
our strategic endeavours. We are confident that under Ms. Dutt's adept stewardship,
Subex's commitment to delivering unparalleled innovation, excellence, and
customer satisfaction will reach new heights.
Central to our strategic recalibration is an intensified focus on cutting-edge
technologies, notably Artificial Intelligence (AI) and 5G. Subex is primed to exploit
the boundless possibilities of Generative AI, private 5G networks and plethora of
technologies which serve as formidable tools in reshaping our response to the
complex challenges confronting the telecom sector. These tools will enable us to
address previously unattended issues with a level of sophistication and effectiveness
unparalleled in our industry.
Simultaneously, we envisage a strategic expansion into related spheres by leveraging
our core competencies. This strategic broadening aims to address larger, more
systemic challenges within the telecom industry, further consolidating our standing
as a comprehensive solution provider in the eyes of our esteemed clientele.
The advent of 5G has ushered the telecom industry into a transformative phase
teeming with both opportunities and challenges. Subex, with its robust legacy and a
skilled, dedicated team, is uniquely poised to capitalize on these emerging
prospects. We perceive this transformation not merely as a wave to ride, but as a
promising new epoch that we are prepared to lead.
As we embark on this exhilarating journey of transformation, I wish to underscore
that our unwavering dedication to you, our esteemed shareholders, remains
unequivocal. Your continued faith in our vision propels us forward as we strive to
reinforce Subex's position as a global vanguard in the telecom industry.
We express our heartfelt gratitude for your enduring trust and support. We eagerly
anticipate progressing together on this remarkable journey, exploring new horizons,
and pioneering the future contours of the telecom industry.
Anil Singhvi,
Chairman, Non-Executive & Non-Independent Director
Subex Annual Report 2021-22
06
Subex Annual Report 2022-23
06
What is your vision for Subex, and how
does it compare with the company’s
past strategic direction?
I see AI and 5G as the driving forces behind a
transformative future, where data-driven insights and
low-latency connectivity will enhance decision-making
and user experiences. My vision for Subex is to leverage
this convergence to enable autonomous systems,
revolutionizing the telecom industry with
unprecedented efficiency and safety.
In the past few years, we have been continuously
expanding our capabilities in our Hypersense line of
offerings including Fraud Management, Business
Assurance, Network Asset Management, and Capacity
Management. Our mission to “always evolve and never
stagnate” is proving to be our biggest advantage.
Deploying AI technologies has become our biggest
learning opportunity enabling us to make significant
advances in creating connected experiences for
customers.
With trust as our core tenet of connected experiences,
we remain committed to progressively broadening our
playbook which now aims to create personalized,
intelligentconnected experiences which also presents
us with a larger total addressable market (TAM).
Embracing this bold vision, we are driven to push the
boundaries of innovation and set new benchmarks,
striving for excellence in everything we do.
Could you elaborate on how your prior
experience on the board of Subex has
equipped you for your new role as CEO?
My prior experience on the board of Subex has provided
me with invaluable insights into the company's
operations, strategic vision, and governance.
This knowledge equips me to step into the role of CEO
with a comprehensive understanding of Subex's
business model, the industry landscape, and our vital
stakeholder relationships. With a strategic and growth
mindset, I am confident in my ability to foster teamwork
and build consensus among our teams.
I believe my experiences put me in an excellent position
to drive Subex's success in my new role and guide the
company through its transformative journey. I have a
clear perspective on the levers that can unlock growth
opportunities and the agility to act swiftly on them.
Moreover, my familiarity with leadership and
understanding of board-level issues add to my
capabilities as a leader.
Spearheading
the Transition
with Strategic
Vision and
Customer Focus
A conversation with
Nisha Dutt,
Chief Executive Officer
07
Subex Annual Report 2022-23
I am grateful for the opportunity to lead
Subex and remain committed to
steering the company towards
continued success, leveraging my
expertise and the dedication of our
talented teams.
How will Subex balance its
focus on achieving
profitability and investing in
future technology,
particularly AI?
At Subex, our guiding principle is our
long-term vision, which serves as the
bedrock for all our financial decisions.
Striking the right balance between
short-term profitability and long-term
growth is paramount. We will prioritize
our investments, strategically,
considering initiatives that promise both
immediate returns and sustainable
expansion.
To achieve this, strategic resource
allocation will be central to maintaining
a balance between current profitability
and future technological investments.
Our approach will be data-driven, with
each investment, including AI,
undergoing rigorous ROI analysis. This
ensures that our choices are
well-informed and contribute positively
to our profitability.
Collaboration is a powerful tool, and we
will seek strategic partnerships, like the
one we have with Google Cloud
Platform (GCP), to share the costs of
research and development in AI. Such
collaborations bring complementary
expertise, accelerate our initiatives, and
manage costs efficiently.
Diversifying our revenue streams will be
key to transformation, and we will forge
strong partnerships to share R&D risks.
Our commitment to an ROI culture will
be unwavering, with a robust
institutionalized build versus buy
framework to guide our decisions.
Embracing innovation, we will adopt a
milestone-based approach to new
investments, encouraging a "fail fast, fail
cheap" mindset that fosters adaptability
and learning.
Diligently managing risks, especially in
the realm of technology, is fundamental
to our journey. An overarching risk
management framework will ensure that
we effectively assess and mitigate
potential pitfalls.
What is your approach
towards the long-term
sustainability of Subex, and
how do you see the AI
offerings playing a part in
that?
I have a four-pronged approach toward
the long-term sustainability of Subex.
Firstly, customer centricity is a key
priority and the anchor of our solutions.
We focus on customer-driven use cases,
allowing us to be agnostic to underlying
tech changes.
Secondly, domain knowledge is a critical
asset, and here’s where AI plays a major
role. We encapsulate our team’s domain
knowledge in AI models to minimize
talent risks and differentiate our
products.
Thirdly, continuous innovation at scale
is vital. To achieve this, we have
institutionalized a high-vitality
innovation engine. Additionally,
accomplishing competitive benchmarks
in revenue and cash at scale enables us
to fund more such initiatives.
Lastly, operational efficiency is the core
of our strategy. For this, our focus is on
retaining top talent and providing them
with the right resources to do things
faster and better, with a razor-sharp
focus on cost-effectiveness.
The AI industry is highly
competitive. How does
Subex plan to distinguish
itself from other companies
in this space?
The AI industry is indeed highly
competitive. In this competitive
environment, Subex sets itself apart by
leveraging its extensive domain
expertise and decades of experience in
working with telecom datasets. This
nuanced understanding allows us to
make AI solutions more meaningful and
impactful. Our proprietary models are
tailored to address the unique
challenges of the telecom sector,
providing valuable insights that optimize
operations, enhance revenue assurance,
improve customer experiences, and
effectively mitigate fraud.
We protect our uniqueness by utilizing
our unique datasets and embedding AI in
our products, ensuring they cannot be
easily replaced. Trust is indispensable,
and we double down on building strong
customer relationships through
exceptional experiences and superior
service, capitalizing on our decades of
domain knowledge.
We also employ AI to create a learning
engine, making our products more
interactive and capable of learning from
user experiences. This innovative
approach, enabled by generative AI,
allows us to become the repository of
connected customer experiences,
setting us apart from the competition.
In essence, Subex’s commitment to
innovation, domain expertise,
customer-centricity, and cutting-edge AI
technologies makes us a trusted partner
for delivering tangible results in the
telecommunications domain, keeping us
ahead in this fiercely competitive
landscape.
Can you discuss any key
initiatives or projects that
Subex will be launching in
the near future to
demonstrate our
strengthened commitment
to AI?
It would not be prudent to reveal the
projects before they are launched.
However, there are a few upcoming
launches that I am excited about. For
example, we are in the process of
broadening our Hypersense AI offerings
with Generative AI capabilities. I’m
witnessing tremendous opportunities in
unbundled and standalone AI studio
functionalities.
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Subex Annual Report 2022-23
08
We are also looking at offering pre-wired
AI pipelines across multiple telco use
cases. This is a promising opportunity for
telcos that are looking to expand their
“data world” intelligence capabilities.
You must not miss our recently launched
Connected Experiences stack pivot. It’s
getting rave reviews for its ability to
empower telcos with personalized,
reliable, trustworthy, and intelligent
solutions.
As the company undergoes
this transition, how will you
ensure that our core values
are upheld and that our
corporate culture remains
strong?
Maintaining and preserving our corporate
culture is essential during this transition.
As we embrace our new strategic
direction, I am deeply committed to
upholding the values that make Subex an
exceptional place to work, with a strong
emphasis on fostering a culture of
innovation and excellence.
Innovation has been the cornerstone of
Subex's success, and I believe that it will
continue to drive us forward in this new
era. We will encourage and support our
teams to think creatively, explore new
possibilities, and challenge the status
quo. Our focus will be on building truly
world-class products that meet the
evolving needs of our customers and the
industry.
To achieve this, we will foster an
environment that encourages
collaboration, open communication, and
knowledge sharing. Our employees will
have the freedom to experiment and take
calculated risks, knowing that their efforts
are valued and supported. We will nurture
a culture where ideas are welcomed, and
individuals are empowered to contribute
to the development of ground-breaking
solutions. We understand the importance
of speed and agility in the current
competitive landscape.
While maintaining our commitment to
quality, we will emphasize faster
development cycles and rapid iterations
to deliver products that stay ahead of the
market demands with a focus on
customer-centricity. We will also invest in
the right resources and technologies to
accelerate product development without
compromising on excellence.
As you take the helm of
Subex, how will you ensure
continuous and open
communication with
shareholders, customers, and
employees?
As I step into the leadership role at Subex,
I want to emphasize the utmost
importance of fostering open and
continuous communication with our
shareholders, customers, and employees.
Transparent and proactive
communication is the foundation of
strong relationships and is essential for
achieving our shared goals.
To our shareholders, I assure you that we
will provide regular updates on our
financial performance, strategic
initiatives, and any developments that
impact the company's trajectory. I will
benchmark peer companies and their
playbooks to enhance our shareholder
value creation approach. Your trust and
confidence are crucial to our success,
and we will be diligent in sharing
information and addressing your
concerns.
To our valued customers, we are
committed to listening to your feedback
and understanding your evolving needs.
We will create various channels for
communication, ensuring that your
voices are heard, and your experiences
are considered in every decision we
make. To demonstrate our commitment,
we will spend significant time with our
customers and co-create solutions.
For our dedicated employees, I recognize
that open and transparent
communication is the cornerstone of a
thriving work culture. I will prioritize
regular town hall meetings, where you
can openly express your thoughts, ideas,
and concerns. Your passion and
dedication drive our success, and your
input is instrumental in shaping Subex's
future.
Furthermore, when making strategic
decisions, we will provide clarity on our
thought processes and the factors
influencing our choices. We believe in a
collaborative approach and will actively
seek input from all stakeholders to
ensure well-informed and thoughtful
decision-making.
Through consistent updates on our
website, social media channels, and
newsletters, we will keep all stakeholders
informed about our progress, milestones,
and industry insights. We will maintain an
open-door policy, encouraging direct
communication and accessibility.
Finally, what would your
message be to our
shareholders, customers, and
employees as we enter this
exciting new phase for
Subex?
As we embark on this exciting new phase
for Subex, I want to express my deep
appreciation for your continued support
and trust in our vision. We are entering an
era of immense potential and
opportunity, and our commitment to
innovation and growth remains
unwavering. With an AI-first and 5G ready
approach, we aim to create substantial
value for our shareholders by delivering
cutting-edge solutions that address the
evolving needs of the telecom industry.
Your investment in Subex is a testament
to our collective belief in a brighter,
technology-driven future, and we are
dedicated to maximizing returns and
long-term success.
As we take on this transformative path
and move toward delivering connected
experiences to our customers, I am filled
with confidence and excitement for what
lies ahead. Subex is well-positioned to
embrace the opportunities that AI brings
and emerge as a leader in the telecom
industry. Our core values will guide us,
and our commitment to delivering
exceptional value to our stakeholders
will remain steadfast. Together, we will
shape a future that is marked by
innovation, collaboration, and success.
Thank you for being part of this
remarkable journey with us.
09
Subex Annual Report 2022-23
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• Leader in Telecom AI and analytics space and helping businesses thrive by creating connected experiences
• Sticky Revenue Model – about 60% of revenue is annuity / recurring and >98% customer retention
• Investing heavily in newer areas like Genarative AI
• Passionate and committed team led by CEO Nisha Dutt with renewed focus on growth
• Received significant industry validation, and market recognition for our AI offerings
INVESTMENT
HIGHLIGHTS
QUICK
FACTS
Foundation
of Company
1994
Countries
90+
Employees
1000+
03
Customers
Globally
200+
06
Industry
Awards
40+
07
R&D spend in
new areas in
FY23
US$ 4.2mn
08
Global
Installations
300+
04
05
01
Years of
experience
25+
02
Subex Annual Report 2022-23
10
WHERE WE OPERATE
OUR DISTINCTIVE RESOURCES
PEOPLE
The commitment & make it
happen attitude of 1000+
Subexians is a foundation of
our business
CUSTOMERS
Our wide and long standing
customer base is the strength
of our business. We have
200+ customers in 90+
countries
OUR BRANDS
We are also incubating virtual
startups within Subex and we own
2 brands: Sectrio & IDcentral
INNOVATION
The virtual startups is a
testimony of continous
investment in R&D to stay at the
forefront of the industry trends
PARTNERS & SUPPLIERS
Our partners & suppliers
also form a core of our
ecosystem
11
Subex Annual Report 2022-23
As the world gradually adapted to
the new normal following the
unprecedented events of the past
couple of years, the
telecommunications industry found
itself at the forefront of the global
transformation. With consumers and
businesses heavily relying on
connectivity solutions, the demand
for telecom services experienced a
significant resurgence. In this
landscape, Subex, a leading player in
the industry, emerged as a key
enabler of this revival, thanks to its
innovative offerings and strategic
initiatives.
A crucial turning point for Subex
during this period was the
appointment of a new CEO, who
brought in a fresh perspective and
vision for the company. This new
leadership was committed to
steering Subex towards sustainable
growth and profitability, prioritizing
customer-centric solutions. The
CEO's strategic direction resonated
well with clients worldwide, earning
positive responses and fostering
stronger partnerships.
One of the pivotal decisions that the
new leadership made was to invest
heavily in AI initiatives. Recognizing
the potential of artificial intelligence
in transforming the telecom sector,
Subex integrated AI into its
solutions. Customers were quick to
embrace these AI-led projects,
experiencing enhanced efficiency
and gaining valuable insights. The
success of these deployments led to
an upswing in new project
collaborations for Subex, solidifying
OUR BUSINESS
AT GLANCE
its position as an industry leader in
AI-driven telecom solutions.
Buoyed by the momentum from
successful AI implementations, Subex
is now poised for the next phase of
growth under its dynamic leadership.
The company is meticulously
fine-tuning its strategic approach to
maintain a competitive edge in the
fast-evolving telecom market.
Innovation remains at the core of
Subex's strategy, as it continues to
pioneer cutting-edge solutions to
address the evolving needs of its
customers.
Customer satisfaction continues to be
a top priority for Subex. The company's
unwavering commitment to providing
tailor-made solutions that cater to
specific client requirements has been
instrumental in nurturing long-lasting
partnerships. Through proactive
engagement and personalized support,
Subex has managed to earn the trust
and loyalty of its global clientele.
The company's innovative portfolio
encompasses a wide range of solutions
that cater to diverse industry needs.
From telecom analytics and fraud
management to revenue assurance and
network management, Subex's
comprehensive suite of products has
been widely acclaimed for its
effectiveness and efficiency.
Moreover, Subex has also expanded its
focus beyond traditional telecom
services. Recognizing the growing
significance of the Internet of Things
(IoT) and 5G, the company has
ventured into providing IoT security
and managing the complexities of
5G networks. These strategic forays
have allowed Subex to tap into new
revenue streams and diversify its
offerings, making it a more resilient
and future-ready organization.
Looking ahead, Subex envisions a
future where it continues to be a
key enabler of digital
transformation across industries.
The company remains committed
to staying ahead of the curve by
anticipating market trends and
harnessing the power of emerging
technologies. By fostering a culture
of innovation and continuous
improvement, Subex aims to remain
the go-to partner for businesses
seeking transformative telecom
solutions.
In conclusion, Subex's journey
towards sustained success in the
telecom industry has been marked
by resilience, innovation, and
customer-centricity. With a new
leadership vision, a strategic focus
on AI, and a commitment to ethical
practices, the company has
solidified its position as a global
leader in the telecom space. As the
world continues to evolve, Subex is
well-prepared to embrace new
challenges and opportunities,
ensuring a promising future for
itself and its customers in the years
to come.
Subex Annual Report 2022-23
12
OUR RECENT AWARDS
SUBEX CHARITABLE TRUST
Subex through its charitable wing, Subex Charitable Trust (SCT) is committed to
making a positive impact in the community through its philanthropic initiatives.
Through partnerships with local non-profits and employee volunteering programs,
SCT actively supports causes such as education, social welfare, and environmental
conservation, striving to create a better future for all.
Last year, SCT directed its efforts towards establishing the foundational
infrastructure of the school in alignment with our 5-year plan. This involved:
1. Strengthening the structural integrity of all existing classrooms.
2. Renovating the entirety of the school's flooring.
3. Introducing teaching faculty members who contribute to the comprehensive
growth of the students.
4. Establishing an enduring Menstrual Hygiene Management (MHM) program for all
female students in the school.
This saw tremendous uptake within the student, teaching and the parent
communities and we recorded an increase in the new student admission by 80% in
the last academic year.
These are encouraging signs for SCT to run the 2nd year plan in full swing and are
focused to make GHPS Doddabanahalli into a top class school in the coming years
which emphasises on holistic development of the children.
The vision of SCT for GHPS Doddabanahalli is to bring it on par with any private
funded schools. SCT will focus on holistic development of the children and has
joined forces with the school management and a non-profit namely Reaching
Hand, to ensure all the fundamental amenities are being provided to the children
and further modernize the school.
Below are the developmental initiatives by SCT for year 2:
• Aiding retention of teaching faculty
• Infrastructure addition with 3 new classrooms
• Establishing extra-curricular initiatives
• Student mental health camp
• Menstrual health management
• Physical health camp
Our aim is to transform GHPS Doddabanahalli into the best government
educational institute in Bangalore which will focus on the students’ holistic growth.
13
Subex Annual Report 2022-23
ANIL SINGHVI
Chairman, Non-Executive &
Non-Independent Director
POORNIMA PRABHU
Independent Director
GEORGE ZACHARIAS
Independent Director
RUPINDER GOEL
Independent Director
ARCHANA MUTHAPPA
Independent Director
VINOD KUMAR
PADMANABHAN
Non- Executive &
Non-Independent Director
BOARD OF DIRECTORS
Subex Annual Report 2022-23
14
LEADERSHIP TEAM
WARREN DUMANSKI
Executive Vice President and
General Manager, North America
BHAVNA SINGH
General Counsel
KRISHNAKANTH G V
Company Secretary &
Compliance Officer
SHIVA SHANKAR
NAGA RODDAM
Chief Operating Officer
SUMIT KUMAR
Chief Financial Officer
NISHA DUTT
Chief Executive Officer
SURESH CHINTADA
Chief Technology Officer
ASHA SUBRAMANIAN
Chief Human Resources Officer
HARSHA ANGERI
Vice President -
Corporate Strategy
ROHIT MAHESHWARI
Head of Product Strategy
KIRAN ZACHARIAH
Head of IoT Security
SURAJ BALACHANDRAN
Business Unit Head - APAC & Africa
15
Subex Annual Report 2022-23
BOARD’S REPORT
Dear Members,
Your Directors take pleasure in presenting the 29th Annual Report of the Company on the business and operations together with the audited
results for the year ended March 31, 2023.
1.
FINANCIAL RESULTS
The Company’s financial performance for the year ended March 31, 2023, is summarized as below
(` in Lakhs)
Particulars
Consolidated
Standalone
2022-23
2021-22
2022-23
2021-22
Total Revenue
27,869
33,344
27,352
6,836
Share of Profit/ (Loss) from Limited Liability Partnerships, net
-
-
(3,159)
(1,273)
Other Income
816
1,037
242
6
Finance Cost
258
194
230
12
Profit/ (Loss) before tax
(3,906)
3,369
(7,699)
(447)
Tax expenses
1,215
1,270
(823)
-
Profit/ (Loss) after tax
(5,121)
2,099
(6,876)
(447)
Other comprehensive income/(loss)
620
203
19
(3)
a) to be reclassified to profit or loss in subsequent periods
581
267
Nil
NIL
b) not to be reclassified to profit or loss in subsequent periods
39
(64)
19
(3)
Total comprehensive income for the year
(4,501)
2,302
(6,857)
(450)
2. STATE OF AFFAIRS
As the world gradually adapted to the new normal, the industry
experienced a resurgence in demand for telecom services,
with consumers and businesses relying heavily on connectivity
solutions. Subex played a pivotal role in supporting this revival
through its innovative offerings and strategic initiatives.
The company underwent a crucial management change
during the first quarter of the FY 24, with the appointment of
a new CEO. The fresh leadership brought in a renewed vision
and focus, guiding Subex towards sustainable growth and
profitability. The new CEO’s strategic direction and emphasis on
customer-centric solutions garnered positive responses from
clients worldwide, paving the way for stronger partnerships.
Subex’s investment in AI initiatives proved to be a game-
changer for the company. Customers responded favorably
to the integration of artificial intelligence in their solutions,
appreciating the enhanced efficiency and insights gained from
AI-led projects. As a result, the company witnessed an upswing
in new project collaborations across the globe.
With the momentum gained from successful AI deployments,
Subex now looks forward to the next phase of growth under its
new leadership. The company is diligently fine-tuning its strategic
approach to stay ahead in the dynamic telecom market. As they
continue to pioneer innovative solutions and prioritize customer
needs, Subex is poised for a promising future, ensuring their
sustained success in the years to come.
During the financial year ended March 31, 2023, the total
income on a standalone basis was ` 27,594 lakhs as against the
total income for the previous year which was ` 6,842 lakhs. The
Company has during the year under review incurred a loss of
` 6,876 lakhs as against a loss of ` 447 lakhs in the previous year.
On a consolidated basis, the total income stood at ` 28,685
lakhs as against ` 34,381 lakhs during the previous year. The loss
incurred for the financial year 2022-23 is ` 5,121 lakhs as against
a profit of ` 2,099 lakhs in the previous year.
3. DIVIDEND
The Board has not proposed any dividend to be paid for the
financial year 2022-23.
The dividend distribution policy of the Company is available
under the link https://www.subex.com/investors/shareholder-
services/.
4. RESERVES
The Company does not propose to transfer amounts to the
general reserve out of the amount available for appropriation
due to losses in the current year.
5.
SHARE CAPITAL
As of March 31, 2023, the authorized share capital of the
Company was ` 590,00,00,000 (Rupees Five hundred and
ninety crores only) divided into 117,60,80,000 (One Hundred
and seventeen crores sixty lakhs and eighty thousand only)
equity shares of ` 5 (Rupees Five only) each and 2,00,000 (Two
16
Subex Annual Report 2022-23
lakhs only) preference shares of ` 98 (Rupees Ninety-eight only)
each.
As of March 31, 2023, the issued, subscribed, and paid-up share
capital of the Company was ` 281,00,14,675 (Rupees Two
Hundred and eighty one crores fourteen thousand six hundred
and seventy five only) divided into 56,20,02,935 (Fifty six crores
twenty lakhs two thousand nine hundred and thirty five only)
equity shares of ` 5 (Rupees Five only) each. During the period
under review, there is no change in share capital of the Company.
6. SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial
Standards, as amended, from time to time.
7.
BUSINESS
Subex is committed to help Communications Service Providers
(CSP) create connected experiences in the digital world. Today,
we provide solutions for 75% of the world’s top 50 telcos.
Founded around the time when video telephony was launched,
Subex has been witnessing the evolution of mobile technology
ever since. Today, we are consultants to global telecom carriers
for operational excellence and business transformation by driving
new revenue models, enhancing the customer experience and
optimizing the enterprise. Subex leverages its award-winning
analytics solutions in areas such as Revenue Assurance,
Fraud Management, Network Asset Management, Capacity
Management, Partner Management, and Analytics ‘Revenue
Management Services/RMS business’ and complements them
through its newer solutions such as IoT Security, Digital Identity
Management and Anomaly Detection ‘Digital Business’. Subex
also offers scalable Managed Services and Business Consulting
services.
Through HyperSense, an AI-first line of offerings, Subex
empowers communications service providers and enterprise
customers to make faster, better decisions by leveraging Artificial
Intelligence (AI) analytics across the data value chain.
Being truly a global company, it has more than 300 installations
across 90+ countries. There has been no change in the nature
of business in FY22-23
Key Announcements in FY22-23
HyperSense named in 2022 Gartner® Market Guide for
Multipersona Data Science and Machine Learning Platforms
Subex, a pioneer in the space of telecom AI, has been named
in 2022 Gartner® Market Guide for Multipersona Data Science
and Machine Learning Platforms (DSML). According to this
Market Guide for Multipersona Data Science and Machine
Learning Platforms, “Data science and machine learning are
evolving rapidly with key trends such as augmentation and
democratization. To support the needs of an increasingly diverse
group of technical and nontechnical roles, data and analytics
leaders should apply multipersona DSML platforms.
Ethio Telecom selects HyperSense Fraud Management
Subex announced that it has been selected by Ethio Telecom
to deploy its Fraud Management solution. The solution, which
is built on Subex’s AI orchestration platform, HyperSense, will
replace Ethio Telecom’s existing legacy fraud management
system, thereby enabling them to move from a traditional rules-
based approach to an AI-first approach. This approach will, in-turn,
enable them to detect new and unknown threats in real-time.
Unitel selects Subex for protection against telecom fraud
Subex announced that it has been selected by Asian
telecommunications and internet major Unitel LLC to help the
operator in its fight against fraud and digital crimes. As part of the
agreement, Subex’s Signaling Security solution will help Unitel
leverage signaling data for the early detection and mitigation of
all types of fraud, thereby ensuring the prevention of any loss of
information or revenue.
Subex to Showcase its AI Solutions at MWC
Subex showcased of its AI solutions at MWC. Subex showcased
its award-winning platform, HyperSense AI, and its capabilities
to cover many AI-related use cases. Towards this, Subex
demonstrated its HyperSense AI-led solutions to drive growth,
protect revenues, enhance profitability, optimize Capex and
expand digital service offerings.
8. SUBSIDIARIES (WHOLLY OWNED AND OTHER SUBSIDIARIES)
As on March 31, 2023, the Company has 11 subsidiaries.
SUBEX ASSURANCE LLP AND ITS SUBSIDIARIES
For the year ended March 31, 2023, Subex Assurance LLP earned
a net income of ` 2,318 lakhs as against net income of ` 29,204
lakhs in the previous year and a net loss of ` 793 lakhs, as against
a net Profit of ` 1,353 lakhs in the previous year.
As at March 31, 2023, Subex Limited held 99.99 % of the capital
in Subex Assurance LLP and the balance is held by Subex Digital
LLP
•
Subex (UK) Limited is a wholly owned subsidiary of Subex
Assurance LLP. For the year ended March 31, 2023, the
Standalone net income of Subex (UK) Limited was ` 17,908
lakhs as against ` 18,820 lakhs in the previous year, and a
net loss of ` 934 lakhs as against ` 84 lakhs in the previous
year.
•
Subex (Asia Pacific) Pte. Limited is a wholly owned
subsidiary of Subex (UK) Limited. For the year ended March
31, 2023, the Standalone net income of Subex (Asia Pacific)
Pte. Limited was ` 5,073 lakhs as against ` 3,895 lakhs in the
previous year, and a net profit of ` 101 lakhs as against a net
profit of ` 143 lakhs in the previous year.
•
Subex Inc. is a wholly owned subsidiary of Subex (UK)
Limited. For the year ended March 31, 2023, the Standalone
net income of Subex Inc. was ` 5,980 lakhs as against
` 9,727 lakhs in the previous year, and the net profit of
` 272 lakhs as against a net profit of ` 914 lakhs in the
previous year.
•
Subex Middle East (FZE) is a wholly owned subsidiary of
Subex Assurance LLP. For the year ended March 31, 2023,
the standalone net income of Subex Middle East (FZE) is
17
Subex Annual Report 2022-23
` 765 lakhs as against ` 2,889 lakhs in the previous year and
net loss of ` 1486 lakhs as against a net loss of ` 518 lakhs
in the previous year.
•
Subex Bangladesh Private Limited, is a wholly owned
subsidiary of Subex Assurance LLP. For the year ended
March 31, 2023, the standalone net income of Subex
Bangladesh Private Limited is ` 526 Lakhs as against ` 903
lakhs and net loss of ` 69 lakhs as against ` 20 lakhs.
SUBEX DIGITAL LLP
For the year ended March 31, 2023, Subex Digital LLP earned
a net income of ` 2,324 lakhs as against ` 1,839 lakhs in the
previous year, and a net loss of ` 2,355 lakhs as against a net loss
of ` 2,618 lakhs in the previous year.
As at March 31, 2023, Subex Limited held more than 99.99% of
the capital in Subex Digital LLP and the balance is held by Subex
Assurance LLP.
SUBEX TECHNOLOGIES LIMITED
Subex Technologies Limited is a wholly owned subsidiary
of Subex Limited. For the year ended March 31, 2023, Subex
Technologies Limited incurred a net loss of ` 3 lakhs as against
net loss of ` 4 lakhs in the previous year.
SUBEX AMERICAS INC.
For the year ended March 31, 2023, the standalone net income
of Subex Americas Inc. is ` 982 lakhs as against ` 1,083 lakhs in
the previous year, and a net loss is ` 56 lakhs as against a net loss
of ` 33 lakhs in the previous year.
Subex Azure Holding Inc., is a wholly owned subsidiary of Subex
Americas Inc. There were no transactions during the year under
review.
As on March 31, 2023, Subex Limited holds 100 common shares
(92.59%) in the capital of Subex Americas Inc.
SUBEX ACCOUNT AGGREGATOR SERVICES PRIVATE LIMITED
Subex Account Aggregator Services Private Limited is a wholly
owned subsidiary of Subex Limited. For the year ended March 31,
2023, the Standalone net income of Subex Account Aggregator
Services Private Limited was ` 8 lakhs, and a net loss of ` 3 lakhs.
The above-mentioned numbers are as per the audited financial
statements of respective subsidiaries.
In accordance with Section 129(3) of the Companies Act, 2013,
the Company has prepared consolidated financial statements of
the Company and all its subsidiary companies, which forms part
of the Annual Report. A statement containing salient features
of the financial statements of the subsidiaries of the Company
in Form AOC 1 forms part of the annexure to the Standalone
Financial Statements.
In accordance with third proviso of Section 136(1) of the
Companies Act, 2013, the Annual Report of the Company,
containing therein its standalone and the consolidated financial
statements has been placed on the website of the Company
under the following link https://www.subex.com/investors/
shareholder-services/.
Further, as per the fourth proviso to the said Section, audited
Annual Accounts of each of the subsidiary companies have
also been placed on the website of the Company under the
following link https://www.subex.com/investors/shareholder-
services/.
9.
DEPOSITS
Your Company has not accepted any deposits from the public
during the year and there are no deposits which are remaining
unclaimed or unpaid as at the end of the year and, as such, no
amount of principal or interest was outstanding as on the date
of the Balance sheet.
10. EMPLOYEE STOCK OPTIONS SCHEMES
The Employee Stock Option scheme of the Company endeavors
to provide incentives and retain employees who contribute to
the growth of the Company. During the year under review, there
has been no variation in the terms of the existing ESOP scheme.
Additional details have also been disclosed under Note 34 to the
standalone financial statements which forms part of the Annual
Report.
Details of the Company’s Employee Stock Option Plans and
a summary disclosure in compliance with Companies (Share
Capital and Debentures) Rules, 2014 forms part of this report as
“Annexure A”. The details as required under the Securities and
Exchange Board of India (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021, are available on the Company’s
website under the following link https://www.subex.com/
investors/announcement-filing/#other-intimations.
EMPLOYEE STOCK OPTION PLAN-2018
The Company, pursuant to resolutions passed by the Board
and the Shareholders dated June 26, 2018 and July 31, 2018,
respectively, had adopted the Subex Employees Stock Option
Scheme-2018 (“ESOP – 2018” or “Plan”). This scheme was
formulated in accordance with the Securities & Exchange Board
of India (Share Based Employee Benefits) Regulations, 2014.
The Board authorized the Nomination & Remuneration
Committee, or such other person(s) as may be authorized
by the Nomination & Remuneration Committee for the
superintendence and administration of the Plan. The ESOP Plan
has been implemented through the Subex Employee Welfare
& ESOP Benefit Trust “ESOP Trust”, which is authorized to
acquire shares of the Company through secondary market for
providing such share based payments to its employees. Total
number of Options granted/to be granted under the Scheme
shall not exceed 5% (Five percent) of the paid- up equity capital
as on March 31, 2018. No options were granted to the eligible
employees during the financial year 2022-23.
11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
UNDER SECTION 186
Details of Loans, Guarantees or Investments covered under
Section 186 of the Companies Act 2013, are given in note
number 31 & 32 to the Standalone Financial Statements.
18
Subex Annual Report 2022-23
12. MATERIAL CHANGES AND COMMITMENTS, EFFECTING THE
FINANCIAL POSITION OF THE COMPANY BETWEEN THE END
OF FINANCIAL YEAR AND DATE OF THE REPORT
There have been no material changes for the period between
end of the financial year 2022-23 and the date of this report,
affecting the financial position of the Company.
13. CORPORATE GOVERNANCE
Your Company strongly believes that the spirit of Corporate
Governance goes beyond the statutory form. Sound Corporate
Governance is a key driver of continuous corporate growth and
long-term value creation for the stakeholders and protection of
their interests. It endeavors to meet the growing aspirations of
all stakeholders including shareholders, employees, customers,
vendors and is committed to maintaining the highest level of
transparency, accountability, and equity in its operations. It
always strives to follow the path of good governance through a
broad framework of various processes.
Your Company has complied with the conditions of Corporate
Governance as stipulated under the SEBI (LODR) Regulations,
2015, as amended from time to time. The Auditor’s certificate
on compliance with respect to the same is annexed herewith as
“Annexure B”. In addition, it has documented its internal policies
in line with the Corporate Governance guidelines.
14. MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion & Analysis as stipulated under
Regulation 34 of the SEBI (LODR) Regulations, 2015 is presented
in a separate section forming part of this Annual Report.
15. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of the Company is formed with an optimum
combination of Executive and Non-Executive Directors, which
not only meet the legal obligation but also make a diversified
Board with a mixed blend of experiences, expertise, and
professionals. The details of Board and committee composition,
tenure of directors, areas of expertise and other details are
available in the Corporate governance report that forms part of
this Annual Report.
RETIREMENT BY ROTATION
As per Section 152 of the Companies Act, 2013, at least two-
thirds of the Directors shall be subject to retirement by rotation.
One-third of such Directors must retire from office at each
Annual General Meeting “AGM” of the shareholders and a
retiring Director is eligible for re-election. Accordingly, Mr. Anil
Singhvi, Non-executive, Non-Independent Director, who retires
by rotation at the ensuing AGM and being eligible, offers himself
for re-appointment.
APPOINTMENT/ RE-APPOINTMENT/CESSATION
Mr. Vinod Kumar Padmanabhan at the Board Meeting held on
April 17, 2023, had requested early retirement from the position
of Managing Director & Chief Executive Officer of the Company
which would have been otherwise valid till March 31, 2024.
The Board of Directors took note of it and reluctantly accepted
his request. Mr. Vinod Kumar Padmanabhan continued as the
Managing Director & Chief Executive Officer of the Company
till close of business hours on May 1, 2023, and is currently
serving on the Board of the Company as Non-Executive, Non-
Independent Director.
Ms. Nisha Dutt resigned as Non-Executive Independent Director
of the Company with effect close of business hours on May 1,
2023. Further, the Board of Directors, on the recommendation
of the Nomination & Remuneration Committee appointed Ms.
Nisha Dutt as the Chief Executive Officer of the Company with
effect from May 2, 2023.
The Board of Directors, at its meeting held on February 3, 2023,
based on the recommendation of Nomination & Remuneration
Committee had re-appointed Mr. Shiva Shankar Naga Roddam,
as a Whole-Time director (liable to retire by rotation) of the
company for a further period of 3 (three) years, with effect from
February 7, 2023 to February 6, 2026, subject to the approval
of the Members. The Company proposed the special resolution
for obtaining the shareholders’ approval vide Postal Ballot
Notice dated February 3, 2023. However, the Special Resolution
proposed in the Postal Ballot notice dated February 3, 2023
was not passed by requisite majority. Consequently, Mr. Shiva
Shankar Naga Roddam discontinued as a Director as well as
Whole-time Director of the Company with effect from close of
business hours on May 03, 2023.
The Board of Directors at its meeting held on August 8, 2023,
based on the recommendation of Nomination & Remuneration
Committee has appointed Mr. Rupinder Goel and Ms. Archana
Muthappa as Additional Directors (Category: Non-Executive,
Independent) on the Board of the Company for a period of
3 (three) years commencing from August 8, 2023, subject to
the approval of the shareholders of the Company by way of a
Special Resolution. The said agenda forms a part of the Notice
of the 29th Annual General Meeting which is being placed before
the shareholders for their approval.
The details regarding the familiarization program for Independent
Directors is available on the website of the Company under the
link https://www.subex.com/investors/shareholder-services/.
KEY MANAGERIAL PERSONNEL
The following have been designated as the Key Managerial
Personnel of the Company pursuant to Sections 2(51) and
203 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014:
Sr.
No.
Name of Key Managerial Personnel
Designation
1.
Mr. Vinod Kumar Padmanabhan
(Resigned w.e.f. May 1, 2023)
Managing Director &
CEO
2.
Ms. Nisha Dutt (assumed the role of
CEO with effect from May 2, 2023)
Chief Executive Officer
3.
Mr. Shiva Shankar Naga Roddam
(Resigned w.e.f. May 3, 2023)
Whole-time Director
& COO
4.
Mr. Sumit Kumar
Chief Financial Officer
5.
Mr. G V Krishnakanth
Company Secretary &
Compliance Officer
19
Subex Annual Report 2022-23
16. BOARD MEETINGS
During the year, five Board Meetings were convened and held.
The intervening gap between the meetings was within the
period prescribed under the Companies Act, 2013 and the SEBI
(LODR), Regulations, 2015. The dates on which meetings were
held are as follows:
Board Meeting Number
Date of Meeting
1/2022-23
April 5, 2022
2/2022-23
May 30, 2022
3/2022-23
August 8, 2022
4/2022-23
November 14, 2022
5/2022-23
February 3, 2023
The details of the attendance of the Directors are provided in the
Report on Corporate Governance.
17. PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and
Regulation 17(10) of the SEBI (LODR) Regulations, 2015, the
Board at its meeting held on April 17, 2023, carried out an annual
performance evaluation of its own performance, the Chairman
and the Directors individually, as well as the evaluation of the
working of its committees. The manner of evaluation has been
explained in the Report on Corporate Governance.
The Independent Directors of the Company at its separate
meeting held during the year also reviewed the performance
of Non-Independent Directors and Board as a Whole and
Chairman of the Company taking into account the views of
Executive Directors and Non-Executive Directors.
18. DETAILS RELATING TO REMUNERATION OF DIRECTORS, KEY
MANAGERIAL PERSONNEL
The Company’s Policy on Director’s Appointment and
Remuneration has been uploaded on the website of the
Company https://www.subex.com/investors/shareholder-
services/. Disclosure pertaining to remuneration and other
details as required under Section 197(12) of the Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is given in
“Annexure D”, which is annexed hereto and forms part of the
Directors’ Report.
19. AUDIT COMMITTEE
As on March 31, 2023, the Audit Committee consisted of 4
(four) Directors as its members.
Composition
Category
Ms. Nisha Dutt (Chairperson)
Independent Director
Mr. Anil Singhvi
Non-Executive,
Non-Independent Director
Ms. Poornima Prabhu
Independent Director
Mr. George Zacharias
Independent Director
Note: The Board re-constituted the Committee with effect from May 02,
2023 pursuant to the changes in the Board of Directors
The role, terms of reference, authority and power of the
Audit Committee are in conformity with the provisions of the
Companies Act, 2013 and Regulation 18 of the SEBI (LODR)
Regulations, 2015 (including amendments thereto).
20. AUDITORS
There are no instances of frauds reported by auditors pursuant
to sub-section (12) of Section 143 which are reportable to the
Central Government.
STATUTORY AUDITORS
M/s. S. R. Batliboi & Associates LLP, Chartered Accountants,
Bengaluru (FRN 101049W/E300004), were appointed as the
Statutory Auditors of the Company for a term of 5 years at the
21st AGM of the Company held on June 19, 2015. Based on the
recommendations of the Audit Committee, the Board at its
meeting held on May 11, 2020, approved the re-appointment of
M/s. S. R. Batliboi & Associates LLP for a term of 5 years, from the
conclusion of the 26th AGM up to the conclusion of the 31st AGM
and the said re-appointment was approved by the members at
the 26th AGM of the Company.
There are no qualifications, reservations, adverse remarks or
disclaimers made by Statutory Auditors of the Company in the
Audit Report.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act,
2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014, the Company has appointed
M/s. V Sreedharan & Associates, a firm of Company Secretaries in
practice to undertake the Secretarial Audit of the Company. The
Secretarial Audit Report and the Annual Secretarial Compliance
Report are annexed herewith as “Annexure C”.
The Secretarial Audit Report for the year ended March 31, 2023,
does not contain any qualifications, reservations, or adverse
remarks.
21. PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Companies Act,
2013 and Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a statement
comprising the names of top 10 (ten) employees in terms of
remuneration drawn and every person employed throughout or
part of the financial year, who were in receipt of remuneration as
per the prescribed limit, forms part of Directors’ Report.
The above Annexure is not being sent along with this Annual
Report to the Members of the Company in line with the
provision of Section 136 of the Companies Act, 2013. Members
who are interested in obtaining these particulars may write to
the Company Secretary at investorrelations@subex.com. The
aforesaid Annexure is also available for inspection by Members
on any working day at the Registered Office of the Company
up to the date of the Annual General Meeting. Members
seeking to inspect such documents can send an email at
investorrelations@subex.com.
20
Subex Annual Report 2022-23
22. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Securities and Exchange Board of India (‘SEBI’), in May 2021
introduced new sustainability related reporting requirements
to be reported in the specific format which is a notable
departure from the existing Business Responsibility Report and
a significant step towards giving platform to the companies to
report the initiatives taken by them in areas of environment,
social and governance. Further, SEBI has mandated the
top 1000 listed companies, based on market capitalization,
to transition to Business Responsibility and Sustainability
Reporting from FY 2022-23 onwards. In line with the above, the
Business Responsibility and Sustainability Report forms part of
this report and is also available on the Company’s website at
https://www.subex.com/.
23. CONSERVATION OF ENERGY
Your Company is committed to the continual development of
its products in a sustained environment, helping its customers to
operate their businesses more efficiently and enabling them to
reduce their use of sparse resources and minimize waste.
As a software product Company, the impact that the Company
has on the environment from its own operations is relatively low
when compared to companies in other industries. However, the
Company recognizes that it still has a role to play in reducing
the impact that global business has on the environment.
Subex is committed to following the best practices to reduce
utilization of power, natural resources like water and limited
E-Waste disposal, executed through government recognized
agencies. Though Subex does not fall under the category
of manufacturing products and services impacting the
environment, we implement few of the best practices with
minimal investments through a five-year plan - agreement with
an industry stalwart having expertise in energy conservation.
This investment thereby results in monetary benefits / savings
month on month, helping us recover the invested amount in a
few months, ensuring continued savings through this initiative.
The Company has reduced its energy consumption and has
added to its efforts of being eco-friendly. Suppliers delivering
the products to Subex like lighting, diesel generators etc., abide
by the guidelines laid out by the government.
Subex aims to reduce its impact on the environment by:
i.
Monitoring the level of water and energy used along with
the waste produced.
ii.
Targeting a reduction in the use of plastics, electricity and
water, along with an increase in amount of waste that is
recycled/ reused etc.
iii.
Increasing the awareness on environment safety and
engagement of employees in such measures.
iv.
Adopting sustainable practices designed to ensure the
health and safety of Subex’s employees, stakeholders, and
the environment.
v.
Operating its business in compliance with applicable
environmental laws and regulations.
24. TECHNOLOGY ABSORPTION, ADOPTION, INNOVATION AND
PRODUCT DEVELOPMENT
Subex is one of the first Product companies from India and is the
first Product company from India in the Telecom domain.
The portfolio of products has contributed to success in this
domain and has also built a strong foundation to add value
to our customers, independent of the economic and market
conditions. The last few years have seen a rapid change
in technologies being leveraged and this has been further
influenced by the Digital Transformation of services and
portfolio within our customer base. Subex has a dedicated
team to explore these new technologies which then contribute
to innovations on the existing Portfolio as well as creation of
new Product Intellectual Property. The Products developed and
released by this team influence our ability to compete and win,
while also delivering value to our customers. Please refer the
Management Discussion & Analysis for further details on our
products.
25. FOREIGN EXCHANGE INFLOW AND OUTFLOW
During the year 2022-23, total foreign exchange inflow and
outflow of the Company is as follows:
i)
Foreign Exchange inflow ` 23,601 lakhs (Previous Year
` 3,510 lakhs)
ii)
Foreign Exchange outflow ` 10,592 lakhs (Previous Year
` 511 lakhs)
26. CORPORATE SOCIAL RESPONSIBILITY
To enable contribution to the society and other stakeholders, the
Company has constituted the Corporate Social Responsibility
Committee (CSR Committee) comprising of the following
Directors as on March 31, 2023:
Composition
Category
Mr. Anil Singhvi (Chairman)
Non-Executive,
Non-Independent Director
Ms. Nisha Dutt
Independent Director
Mr. Vinod Kumar Padmanabhan
Managing Director & CEO
Mr. Shiva Shankar Naga Roddam
Whole-Time Director &
COO
Note: The Board re-constituted the Committee with effect from May 02,
2023 pursuant to the changes in the Board of Directors
Pursuant to the CSR Policy adopted by the Board, the Company
proposes to undertake such activities as may be useful and
contributive in nature.
Particulars required to be disclosed pursuant to the Companies
(Corporate Social Responsibility Policy) Rules, 2014, (including
amendments, if any) are given in “Annexure F” to this report.
The CSR Committee charter and the CSR Policy of the
Company are available on the website at the below link
https://www.subex.com/investors/shareholder-services/.
21
Subex Annual Report 2022-23
SUBEX CHARITABLE TRUST
The Subex Charitable Trust (“SCT”) extends the outlook of Subex
as a corporate entity into community service. SCT was set up to
provide welfare activities for the underprivileged and the needy
in society. SCT is managed by trustees elected from among the
employees of the Company. Please refer page 12 of the Annual
Report for details of the activities conducted during the year.
27. RISK MANAGEMENT POLICY & IMPLEMENTATION
The Risk Management Committee, as required under Regulation
21 of the SEBI (LODR) Regulations, 2015 has been constituted
by the Company. According to Regulation 21(5) of the said
Regulations, the provisions of Risk Management Committee
shall be applicable to top 1000 listed entities, determined based
on market capitalization.
The Company has developed and adopted a Risk Management
Policy. This policy identifies all perceived risks which might
impact the operations and on a more serious level also threaten
the existence of the Company. Risks are assessed department
wise such as financial risks, information technology related risks,
legal risks, accounting fraud, etc. The Management also ensures
that the Company is taking appropriate measures to achieve
prudent balance between risk and reward in both ongoing and
new business activities.
28. HUMAN RESOURCE MANAGEMENT
A detailed report on Human Resource Management is given in
the Management Discussion and Analysis, forming part of the
Annual Report.
29. CREDIT RATING:
During
the
financial
year
2022-23,
CRISIL
vide
its
letter
ref
no.
RL/GDS21072/301927/Corporate
Credit
Rating/1022/44925/96327563 dated October 19, 2022, has,
after due consideration, revised the Corporate Credit Rating
(CCR) of Subex Limited to CCR BBB+/Negative (pronounced as
CCR triple B plus rating with Negative outlook) from CCR A-/
Stable (pronounced as CCR A minus rating with Stable outlook).
Based on the request of the Company vide its letter dated
March 28, 2023, requesting CRISIL Ratings to withdraw the
outstanding Corporate Credit Rating of Subex Limited, CRISIL
vide its letter ref no. RL/GDS21072/317608/Corporate Credit
Rating/0423/57907/96327563 dated April 21, 2023, has
withdrawn the “CCR BBB+Negative” (pronounced as CCR
triple B plus rating with Negative outlook) rating assigned to the
Company.
30. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
In accordance with the provision of Section 134(5)(e) of the
Companies Act, 2013 and as per the provisions of the SEBI
(LODR), Regulations, 2015, the Company has an Internal Control
System, commensurate with the size, scale and complexity of its
operations.
Such Internal Financial Controls were found to be adequate
for a Company of this size. The controls are largely operating
effectively since there has not been identification of any material
weakness in the Company. The Directors have in the Directors
Responsibility Statement under paragraph (e) of the Section
confirmed the same to this effect. The Company has policies and
procedures in place for ensuring proper and efficient conduct
of its business, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of
the accounting records and timely preparations, reliable financial
information. The Company has adopted accounting policies
which are in line with Indian Accounting Standards (“Ind AS”).
Pursuant to the provisions of Section 134(5)(f) of the Act, the
Company during the year devised proper systems to ensure
compliance with the provisions of all applicable laws. In effect,
such a compliance system was largely found to be adequate
and operating effectively. The Directors have in the Directors
Responsibility Statement under paragraph (f) of the Section also
confirmed the same to this effect.
The Internal Auditors monitor and evaluate the effectiveness
and adequacy of the internal control system in the Company,
its compliance with operating systems, accounting procedures
and policies at all locations of the Company and its subsidiaries.
Based on the report of Internal Auditors, process owners
undertake corrective action in their respective areas and
thereby strengthen the controls. Significant audit observations
and corrective actions thereon are presented to the Audit
Committee of the Board.
Subex is certified for ISO 9001:2015 (Quality Management
System) and ISO 27001:2013 (Information Security Management
System). Internal audits are conducted periodically for projects
and support functions to adhere to these international standards.
These audits are conducted across Bengaluru, UK and US
locations to ensure processes are followed to provide a better
customer experience. Summary of the audits are shared across
organization to help understand strengths and weaknesses in the
system. People’s involvement in organization process initiatives
is one that approaches towards achieving better compliance,
standardizing activities to consistently achieve better customer
satisfaction.
This year Subex focused on additional security awareness
programs and improve the existing business continuity controls
owing to the pandemic. Additionally, we continued to identify
and involve relevant stakeholders to review and align the
processes to Subex’s Business objectives.
31. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has implemented a vigil mechanism policy
to deal with instances of fraud, leakage of unpublished price
sensitive information and mismanagement, if any. The policy
also provides for adequate safeguards against victimization of
persons who use such a mechanism and makes provision for
direct access to the Chairperson of the Audit Committee in all
cases. The details of the policy are posted on the website of
the Company under the link https://www.subex.com/investors/
shareholder-services/. There were no complaints received
during the year 2022-23.
22
Subex Annual Report 2022-23
32. POLICY ON SEXUAL HARRASSMENT OF WOMEN AT
WORKPLACE
The Company has zero tolerance towards sexual harassment
at the workplace and towards this end, has adopted a policy in
line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
the Rules thereunder. All employees (permanent, contractual,
temporary, trainees) are covered under the said policy. An
Internal Complaints Committee (ICC) chaired by a senior
female employee of the Company, has been set up to redress
complaints received under this Act.
During the year under review, no complaints have been received
by the Company.
33. RECLASSIFICATION OF PROMOTER/ PROMOTER GROUP:
During the financial year 2022-23, the Company vide e-mail
dated July 29, 2022, had received request letters dated
28th July, 2022 from Mr. Subash Menon, Mr. Sudeesh Yezhuvath,
Promoters of the Company and Kivar Holdings Pvt. Ltd, member
of the Promoter Group of the Company, to reclassify themselves
from the existing “Promoters/Promoter Group category” to
“Public category” of the Company, pursuant to Regulation
31A of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. After analyzing the said request of
reclassification and having discussed in detail, the Board of
Directors of the company at their meeting held on August 8,
2022, had favorably considered the request for reclassification
and have accorded their approval to the said re-classification
subject to the approval of the members of the Company and the
other regulatory authorities, if any, in terms of Regulation 31A of
SEBI (LODR) Regulations, 2015. Further, the shareholders of the
Company at the 28th Annual General Meeting held on Monday,
September 19, 2022, have approved the reclassification request
received from Mr. Subash Menon, Mr. Sudeesh Yezhuvath and
Kivar Holdings Private Limited, Persons belonging to Promoter
& Promoter Group for reclassification from “Promoter/Promoter
Group” category to “Public” category.
Subsequently, the Company has filed an application dated
October 17, 2022, with the BSE Limited and National Stock
Exchange of India Limited. The Company also provided its
responses to the queries raised by the respective exchange(s)
and is awaiting the approval of the exchange(s).
34. DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received declarations from all the
Independent Directors of the Company confirming that they
meet the criteria of independence as prescribed both under
the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
35. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during
the financial year were on an arm’s length basis and were in
the ordinary course of business. There were no materially
significant related party transactions made by the Company
with its Promoters, Directors, Key Managerial Personnel or other
designated persons which may have a potential conflict with the
interest of the Company at large. Further, none of the Directors
had any pecuniary relationships of transactions vis-à-vis the
Company.
All related party transactions are placed before the Audit
Committee and the Board for approval. Prior omnibus approval
of the Audit committee is obtained for transactions which are
of a foreseen and repetitive nature. A statement giving details of
all related party transactions entered pursuant to the omnibus
approval so granted, is placed before the Audit Committee and
the Board of Directors for their review on a quarterly basis.
The Company has entered into sub-contracting arrangements
with its subsidiaries, based on transfer pricing methodology,
for development and enhancement of its products as well as
marketing of its products by the subsidiaries across locations.
The Company has also entered marketing arrangements with
its subsidiaries wherein there is a cross-charge done by the
subsidiaries towards its efforts for the same.
The Policy on Related party transactions as approved by the
Board is uploaded on the Company’s website under the link
https://www.subex.com/investors/shareholder-services/.
Particulars of Contracts or Arrangements with Related parties
referred to in Section 188(1) in Form AOC 2 are enclosed to this
report as “Annexure E”.
36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS
There were no significant and material order passed by the
Regulators or Courts during the financial year 2022-23
37. ANNUAL RETURN
A copy of the Annual Return of the Company for the Financial
Year 2022-23, as required under Section 92(3) read with Section
134(3)(a) of the Companies Act, 2013 and Rule 12 of the
Companies (Management and Administration) Rules, 2014 shall
be placed on the Company’s website at https://www.subex.
com/investors/announcement-filing/#disclosures.
38. LISTING WITH STOCK EXCHANGES
The Company has paid the Annual Listing Fees for the year
2022-23 and 2023-24 to the Exchanges’ where the Company’s
shares are listed i.e., the National Stock Exchange of India
Limited (‘NSE’) and BSE Limited (‘BSE’).
39. MAINTENANCE OF COST RECORDS
Maintenance of cost records as specified by the Central
Government under Section 148 (1) of the Companies Act, 2013,
is not applicable to the Company as the Company operates out
of a Special Economic Zone (SEZ).
40. INSOLVENCY AND BANKRUPTCY CODE
During the year, there was no application made or any
proceeding pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016), hence the requirement to disclose the
details of application made or proceeding pending at the end of
financial year is not applicable.
23
Subex Annual Report 2022-23
41. DISCLOSURE UNDER RULE 8(5)(XII) OF THE COMPANIES
(ACCOUNTS) RULES, 2014
During the year, there were no instances where your Company
required the valuation for one time settlement or while taking
the loan from the Banks or Financial institutions.
42. DIRECTORS’ RESPONSIBILITY STATEMENT
In accordance with the provision of Section 134(3)(c) of the
Companies Act, 2013, the Board of Directors affirms:
a)
In the preparation of the annual accounts for the financial
year ended March 31, 2023, the applicable accounting
standards have been followed along with proper
explanation relating to material departures;
b)
That the accounting policies have been selected and
applied consistently and it has made judgments and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as
of March 31, 2023, and of the profit of the Company for the
year ended on that date;
c)
That proper and sufficient care has been taken for
the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d)
That the accounts for the year ended March 31, 2023, have
been prepared on a going concern basis;
e)
That internal financial controls have been laid down to
be followed by the Company and such internal financial
controls were adequate and were operating effectively;
f)
That systems to ensure compliance with the provisions of
all applicable laws were in place and such systems were
adequate and operating effectively.
43. APPRECIATION/ACKNOWLEDGEMENTS
Your Directors thank the customers, vendors, investors,
shareholders’ and bankers for their continued support during
the year. We place on record our appreciation for the support
/ co-operation extended by the various departments of
Government of India, Government of Karnataka, Central and
State Government authorities particularly SEZ authorities,
Ministry of Corporate Affairs, Central Board of Direct Taxes,
Central Board of Indirect Taxes and Customs, Banks, the Ministry
of Commerce and Industry, Ministry of Labour and Employment,
Reserve Bank of India, the Securities and Exchange Board of
India, BSE Limited, National Stock Exchange of India Limited,
National Securities Depository Limited, Central Depository
Services (India) Limited, the National Company Law Tribunal,
Bengaluru Bench and other State Government authorities and
look forward to their support in all future endeavors.
Your Directors also wish to place on record their deep
appreciation to Subexians at all levels for their hard work,
solidarity, co-operation, and support, as they are instrumental in
your Company scaling new heights, year after year.
For Subex Limited
Anil Singhvi
Chairman, Non-Executive, Non-Independent Director
Place: Bengaluru
Date: August 8, 2023
24
Subex Annual Report 2022-23
ANNEXURE A
Information as of March 31, 2023 pertaining to the Employee Stock Option Scheme of the Company
Sl.
No
Particulars
ESOP 2018
1
a) Options granted as on March 31, 2023
2,61,38,500
b) Options granted during the year
Nil
2
Options vested as on March 31, 2023
2,08,55,308
3
Options exercised as on March 31, 2023
1,32,39,200
4
No. of shares arising as a result of exercise of options during the year ended March 31, 2023
NIL#
5
Options Lapsed as on March 31, 2023
50,17,842**
6
Exercise Price
` 6 to ` 20
7
Variation of terms of options
None
8
Money realized by exercise of options as on March 31, 2023
` 7,94,35,200
9
Total number of options in force
95,81,458
10
Employee wise details of options granted during the year under review to:
(i) Key managerial personnel
Nil
(ii) other employee receiving a grant in the year of option amounting to 5% or more of options granted
during that year
Nil
(iii) identified employees who were granted option, during the year, equal to or exceeding 1% of the issued
capital (excluding outstanding warrants and conversions) of the Company at the time of grant.
Nil
11
Diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of option calculated in accordance
with Indian Accounting Standard (Ind AS) 33 ‘Earnings per share’
` (1.25)
12
Where the Company has calculated the employee compensation cost using the intrinsic value of
the stock options, the difference between the employee compensation cost so computed and the
employee compensation cost that shall have been recognized if it had used the fair value of the
options.
The impact of this difference on profits and on EPS of the Company is:
N.A
13
Weighted-average exercise prices and weighted-average fair values of options separately for options whose
exercise price either equals or exceeds or is less than the market price of the stock. (As per note 34 of the
Standalone financials)
Refer note 34 of the Standalone
financials statements
14
Description of the method used during the year to estimate the fair values of options, including the following
weighted-average information:
Black Scholes
Model
i. risk-free interest rate
Refer note 34 the Standalone
financials statements
ii. expected life
iii. expected volatility
iv. expected dividends
v. market price on grant date
**In accordance with the provisions of the ESOP Scheme 2018, lapsed options are reissued.
# There are no fresh equity shares arising out of exercise of options during the year ended March 31, 2023. Shares were transferred from the
ESOP Trust against the exercise of options.
For Subex Limited
Anil Singhvi
Chairman, Non-Executive, Non-Independent Director
Place: Mumbai
Date: May 15, 2023
25
Subex Annual Report 2022-23
ANNEXURE- B
CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE
To,
Members of Subex Limited
We have examined the compliance of conditions of Corporate Governance by Subex Limited (“the Company”) having CIN:
L85110KA1994PLC016663, for the purpose of certifying of the Corporate Governance under Regulation 17 to 27, clauses (b) to (i) of Regulation
46(2) and paragraphs C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from the
period April 01, 2022, to March 31, 2023. We have obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purposes of certification.
The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures
and implementation thereof, adopted by the Company for ensuring the compliance with the conditions of Corporate Governance. It is neither
an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied
with the conditions of Corporate Governance as stipulated in Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of Regulation 46 and
paragraphs C, D and E of Schedule V of the Listing Regulations, as applicable of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness
with which the management has conducted the affairs of the Company.
Date: May 15, 2023
Place: Bengaluru
UDIN: F007834E000304671
For BMP & Co. LLP
Company Secretaries
Pramod S M
Partner
FCS 7834 / CP No. 13784
26
Subex Annual Report 2022-23
ANNEXURE C
Form No. MR-3
SECRETARIAL AUDIT REPORT
[Pursuant to Sub Section (1) of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
FOR THE FINANCIAL YEAR ENDED: MARCH 31, 2023
To,
The Members,
SUBEX LIMITED
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices
by Subex Limited (hereinafter called the company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for
evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on our verification of the Company’s Books, Papers, Minute Books, Forms and Returns filed and other Records maintained by the
company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of
secretarial audit, we hereby report that in our opinion, the company has, during the financial year ended on March 31, 2023 (the audit period)
complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism
in place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed, and other records maintained by the Company during the audit
period according to the provisions of:
i)
The Companies Act, 2013 (the Act) and the rules made thereunder.
ii)
The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder.
iii)
The Depositories Act, 1996 and the Regulations and Byelaws framed thereunder.
iv)
Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and
Overseas Direct Investment. There was no External Commercial Borrowing by the Company during the period under review.
v)
The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-
a)
The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
b)
The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
c)
The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (Not Applicable to the
Company during the Audit Period).
d)
The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
e)
The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2021 (Not Applicable to the Company
during the Audit Period).
f)
The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Redeemable Preference Shares) Regulations, 2013
(Not Applicable to the Company during the Audit Period).
g)
The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (Not Applicable to
the Company during the Audit Period).
h)
The Securities and Exchange Board of India (Registrars to an issue and Share Transfer Agents) Regulations, 1993 regarding the
Companies Act and dealing with client.
i)
The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 (Not Applicable to the Company during
the Audit Period).
j)
The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018; (Not Applicable to the Company during the
Audit Period) and
k)
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
vi)
Other Laws Applicable Specifically to the Company namely:
a)
Information Technology Act, 2000 and the rules made thereunder.
27
Subex Annual Report 2022-23
b)
Special Economic Zones Act, 2005 and the rules made thereunder.
c)
The Copyright Act, 1957.
We have also examined the compliance with the applicable clauses of the following:
a)
Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meeting.
b)
Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange of India Limited.
We have not examined compliance by the Company with applicable financial laws, like direct and indirect tax laws, since the same have been
subject to review by statutory financial audit and other designated professionals.
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc.,
mentioned above.
We further report that:
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors, and
Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried
out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days
in advance except with respect to those agenda items which the company deemed to be unpublished price sensitive information (UPSI), and
a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful
participation at the meeting.
As per the minutes of the meetings duly recorded and signed by the Chairman, the decisions of the Board were unanimous, and no dissenting
views have been recorded.
We further report that based on the review of the compliance reports/ certificates of the Company Secretary which were taken on record
by the Board of Directors, there are adequate systems and processes in the Company commensurate with the size and operations of the
Company to monitor and ensure compliance with applicable laws, rules, regulations, and guidelines.
The following events / actions having a major bearing on the company’s affairs in pursuance of the above referred laws, rules, regulations,
guidelines etc. during the audit period:
a)
Application for re-classification of persons belonging to the category of Promoter/ Promoter Group to public was made to National Stock
Exchange of India Limited and BSE Limited and awaiting for approvals.
For V. SREEDHARAN & ASSOCIATES
Company Secretaries
(Pradeep B. Kulkarni)
Partner
FCS: 7260; CP No. 7835
Place: Bengaluru
Date: 15.05.2023
UDIN: F007260E000305833
Peer Review Certificate No: 589/2019
This report is to be read with our letter of even date which is annexed as Annexure - 1 and forms an integral part of this report.
28
Subex Annual Report 2022-23
‘Annexure - 1’
To,
The Members,
Subex Limited
Pritech Park – SEZ, Block -09, 4th Floor, B Wing
Survey No. 51 to 64/4, ORR, Bellandur Village, Varthur Hobli
Bangalore – 560103
Our report of even date is to be read along with this letter:
1.
Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on
these secretarial records based on our audit.
2.
We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the
contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records.
We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
3.
We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.
4.
Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening
of events etc.
5.
The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management.
Our examination was limited to the verification of procedures on test basis.
6.
The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which
the management has conducted the affairs of the company.
For V. SREEDHARAN & ASSOCIATES
(Pradeep B. Kulkarni)
Partner
FCS: 7260; CP No. 7835
Place: Bengaluru
Date: 15.05.2023
UDIN Number: F007260E0003058333
Peer Review Certificate No. 589/2019
29
Subex Annual Report 2022-23
Secretarial compliance report of Subex Limited for the financial year ended March 31, 2023
[Pursuant to Regulation 24A of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015]
We have conducted the review of the compliance of the applicable statutory provisions and the adherence to good corporate practices by
Subex Limited (hereinafter referred as ‘the listed entity’), having its Registered Office at Pritech Park - SEZ, Block-09, 4th Floor, B Wing, Sy No.
51-64/4, ORR, Bellandur Village, Varthur Hobli Bengaluru 560103.
Secretarial Review was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances
and to provide our observations thereon.
Based on our verification of the listed entity’s books, papers, minutes books, forms and returns filed and other records maintained by the listed
entity and also the information provided by the listed entity, its officers, agents and authorized representatives during the conduct of Secretarial
Review, we hereby report that the listed entity has, during the review period covering the financial year ended on March 31, 2023 complied
with the statutory provisions listed hereunder in the manner and subject to the reporting made hereinafter:
We have examined:
(a) all the documents and records made available to us and explanation provided by Subex Limited (“the listed entity”);
(b) the filings/ submissions made by the listed entity to the stock exchanges;
(c) website of the listed entity;
(d) any other document/ filing, as may be relevant, which has been relied upon to make this report;
for the year ended March 31, 2023 (‘Review Period’) in respect of compliance with the provisions of:
(a) the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations, circulars, guidelines issued thereunder; and
(b) the Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made thereunder and the Regulations, circulars, guidelines issued thereunder
by the Securities and Exchange Board of India (“SEBI”);
The specific Regulations, whose provisions and the circulars / guidelines issued thereunder, have been examined, include: -
(a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
(b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
(c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (Not Applicable to the Company during the Review
Period).
(e) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;
(f)
Securities and Exchange Board of India (Issue and Listing of Non-Convertible Redeemable Preference Shares) Regulations, 2013. (Not
Applicable to the Company during the Review Period).
(g) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(h) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (Not Applicable to the
Company during the Review Period).
Based on the above examination, we hereby report that, during the Review Period:
I.
(a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder.
(b) The listed entity was not required to take any action as there was no observations made by the Practicing Company Secretary
(Secretarial Auditors) in previous reports.
30
Subex Annual Report 2022-23
II.
Compliances related to resignation of statutory auditors from listed entities and their material subsidiaries as per SEBI Circular CIR/CFD/
CMD1/114/2019 dated 18th October, 2019:
Sl. No.
Particulars
Compliance Status
(Yes/No/ N.A)
Observations/ Remarks by PCS
1.
Compliances with the following conditions while appointing / re-appointing an auditor.
i.
If the auditor has resigned within 45 days from the end of a quarter
of a financial year, the auditor before such resignation, has issued
the limited review / audit report for such quarter; or
Not applicable
The auditors of the listed entity have not
resigned during the Review Period.
ii.
If the auditor has resigned after 45 days from the end of a quarter
of a financial year, the auditor before such resignation, has issued
the limited review / audit report for such quarter as well as the next
quarter; or
Not applicable
iii.
If the auditor has signed the limited review/ audit report for the
first three quarters of a financial year, the auditor before such
resignation, has issued the limited review/ audit report for the last
quarter of such financial year as well as the audit report for such
financial year.
Not applicable
2.
Other conditions relating to resignation of statutory auditor
i.
reporting of concerns by auditor with respect to the listed entity / its
material subsidiary to the audit committee:
a.
In case of any concern with the management of the
listed entity/material subsidiary such as non-availability of
information / non-cooperation by the management which
has hampered the audit process, the auditor has approached
the Chairman of the Audit Committee of the listed entity and
the Audit Committee shall receive such concern directly and
immediately without specifically waiting for the quarterly Audit
Committee meetings.
b.
In case the auditor proposes to resign, all concerns with
respect to the proposed resignation, along with relevant
documents has been brought to the notice of the Audit
Committee. In cases where the proposed resignation is due
to non-receipt of information / explanation from the Listed
entity, the auditor has informed the Audit Committee the
details of information/ explanation sought and not provided
by the management, as applicable.
c.
The Audit Committee / Board of Directors, as the case may be,
deliberated on the matter on receipt of such information from
the auditor relating to the proposal to resign as mentioned
above and communicate its views to the management and
the auditor.
ii.
Disclaimer in case of non-receipt of information:
The auditor has provided an appropriate disclaimer in its audit
report, which is in accordance with the Standards of Auditing as
specified by ICAI / NFRA, in case where the listed entity/ its material
subsidiary has not provided information as required by the auditor.
Not applicable
The Auditors of the listed entity have not
reported any concerns during the Review
Period.
3.
The listed entity / its material subsidiary has obtained information from
the Auditor upon resignation, in the format as specified in Annexure- A in
SEBI Circular CIR/CFD/CMD1/114/2019 dated 18th October, 2019.
Not applicable
The auditors of the listed entity have not
resigned during the Review Period.
31
Subex Annual Report 2022-23
III.
We hereby report that, during the Review Period the compliance status of the listed entity is appended as below:
Sr.
No.
Particulars
Compliance Status
Observations/ remarks by PCS
1.
Secretarial Standards
The compliances of the listed entity are in accordance with the applicable
Secretarial Standards (SS) issued by the Institute of Listed entity Secretaries
India (ICSI) as notified by the Central Government under Section 118 (10)
of the Companies Act, 2013 and mandatorily applicable.
Yes
NIL
2.
Adoption and timely updation of the Policies:
•
All applicable policies under SEBI Regulations are adopted with the
approval of board of directors of the listed entities.
•
All the policies are in conformity with SEBI Regulations and has
been reviewed & timely updated as per the regulations / circulars /
guidelines issued by SEBI.
Yes
Yes
NIL
NIL
3.
Maintenance and disclosures on Website:
•
The Listed entity is maintaining a functional website.
•
Timely dissemination of the documents/ information under a
separate section on the website.
•
Web-links provided in annual corporate governance reports under
Regulation 27(2) are accurate and specific which re-directs to the
relevant document(s) / section of the website.
Yes
Yes
Yes
NIL
NIL
NIL
4.
Disqualification of Director:
•
None of the Directors of the Listed entity are disqualified under
Section 164 of Companies Act, 2013 as confirmed by the listed
entity.
Yes
NIL
5.
Details related to Subsidiaries of listed entities have been examined w.r.t:
(a)
Identification of material subsidiary companies.
(b)
Disclosure requirement of material as well as other subsidiaries.
Yes
NIL
6.
Preservation of Documents:
The listed entity is preserving and maintaining records as prescribed under
SEBI Regulations and disposal of records as per Policy of Preservation of
Documents and Archival policy prescribed under SEBI LODR Regulations,
2015.
Yes
NIL
7.
Performance Evaluation:
The listed entity has conducted performance evaluation of the Board,
Independent Directors, and the Committees at the start of every financial
year / during the financial year as prescribed in SEBI Regulations.
Yes
Nil
8.
Related Party Transactions:
(a)
The listed entity has obtained prior approval of Audit Committee for
all Related party transactions.
(b) In case no prior approval obtained, the listed entity shall provide
detailed reasons along with confirmation whether the transactions
were subsequently approved / ratified / rejected by the Audit
committee.
Yes
Not Applicable
Nil
All related party transactions entered into
by the listed entity during the Review
Period were duly approved by the Audit
Committee.
9.
Disclosure of events or information:
The listed entity has provided all the required disclosure(s) under
Regulation 30 along with Schedule III of SEBI LODR Regulations, 2015
within the time limits prescribed thereunder.
Yes
NIL
10.
Prohibition of Insider Trading:
The listed entity is in compliance with Regulation 3(5) & 3(6) of SEBI
(Prohibition of Insider Trading) Regulations, 2015.
Yes
Nil
32
Subex Annual Report 2022-23
11.
Actions taken by SEBI or Stock Exchange(s), if any:
No Actions taken against the listed entity / its promoters / directors/
subsidiaries either by SEBI or by Stock Exchanges (including under the
Standard Operating Procedures issued by SEBI through various circulars)
under SEBI Regulations and circulars/ guidelines issued thereunder.
Yes
Nil
12.
Additional Non-compliances, if any:
No additional non-compliance observed for all SEBI regulation / circular
/ guidance note etc.
Yes
Nil
For V. SREEDHARAN & ASSOCIATES
Company Secretaries
(Pradeep B. Kulkarni)
Partner
FCS: 7260; CP No. 7835
Place: Bengaluru
Date: 15.05.2023
UDIN: F007260D000386991
Peer Review Certificate No. 589/2019
33
Subex Annual Report 2022-23
Annexure- D
Particulars
(i) the ratio of the remuneration of each Director to
the median remuneration of the employees of the
Company for the financial year; *The remuneration
paid also includes perquisites arising out of the
exercise of ESOPs
Non-Executive Directors / Independent Director
Ratio to the median remuneration
Mr. Anil Singhvi
2.7 : 1
Ms. Nisha Dutt@
2.3 : 1
Ms. Poornima Prabhu
2.4 : 1
Mr. George Zacharias
1.9:1
Executive Directors
Ratio to the median remuneration
Mr. Vinod Kumar Padmanabhan#
30.38 : 1*
Mr. Shiva Shankar Naga Roddam$
13.98 : 1*
* The remuneration paid to Executive Directors also includes perquisites arising out of exercise of ESOPs.
@ Ms. Nisha Dutt was appointed as Chief Executive Officer of the Company with effect from May 02, 2023
# Mr Vinod Kumar Padmanabhan has resigned as Managing Director & CEO of the Company with effect
from May 1, 2023
$ Mr. Shiva Shankar Naga Roddam has resigned as Whole-Time Director of the Company with effect from
May 3, 2023
(ii) the percentage increase in remuneration of each
Director, Chief Financial Officer, Chief Executive
Officer, Company Secretary or Manager, if any, in
the financial year
Directors, Chief Executive Officer, Chief Financial Officer and
Company Secretary
Percentage of increase in
remuneration in the financial year
Mr. Anil Singhvi
Not applicable*
Ms. Nisha Dutt
Not applicable*
Ms. Poornima Prabhu
Not applicable*
Mr. George Zacharias
Not applicable*
Mr. Vinod Kumar Padmanabhan
NIL@
Mr. Shiva Shankar Naga Roddam
NIL#
Mr. Sumit Kumar
NIL
Mr. G V Krishnakanth
12%
Note:
*Non-Executive Non-Independent and Independent Directors were not paid any remuneration except for
commission for the FY 23.
@ Mr. Vinod Kumar Padmanabhan was paid a remuneration of ` 3,19,00,656 for the FY 23. The
Remuneration paid also includes perquisites arising out of exercise of ESOPs.
# Mr. Shiva Shankar Naga Roddam was paid a remuneration of ` 1,46,77,071 for FY23.The Remuneration
paid also includes perquisites arising out of exercise of ESOPs. He discontinued as a Director as well as
Whole-time Director of the Company with effect from close of business hours on May 03, 2023. An
amount of ` 1.5 Lakhs representing remuneration for the period February 07, 2023 to March 31, 2023 is
recoverable from him.
(iii) the percentage increase in the median
remuneration of employees in the financial year;
5%
(iv) the number of permanent employees on the
rolls of Company;
677 employees as on March 31, 2023
(v) average percentiles increase already made
in the salaries of employees other than the
managerial personnel in the last financial year
and its comparison with the percentile increase
in the managerial remuneration and justification
thereof and point out if there are any exceptional
circumstances for increase in the managerial
remuneration;
There was an average increase of 8% in the salaries of employees other than managerial personnel. There
was no increase in the remuneration paid to the Managing Director & CEO and Whole-time Director &
COO during the period under review.
(vi) Affirmation that the remuneration is as per the
remuneration policy of the Company.
The remuneration of Directors, Senior Management and Employees is as per the Remuneration Policy of
the Company.
34
Subex Annual Report 2022-23
ANNEXURE- E
FORM AOC 2
(Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and
Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of
Section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto.
1
Details of contracts or arrangements or transactions not at arm’s length basis
1. Name(s) of the related party and nature of relationship
NOT APPLICABLE
2. Nature of contracts/ arrangements/ transactions
3. Duration of the contracts/ arrangements/ transactions
4. Salient terms of the contracts or arrangements or transactions including the value, if any
5. Justification for entering such contracts or arrangements or transactions
6. Date(s) of approval by the Board
7. Amount paid as advances, if any:
8. Date on which the special resolution was passed in general meeting as required under
first proviso to section 188
2. Details of material contracts or arrangement or transactions at arm’s length basis
(a) Name(s) of the related party and nature of relationship
(a) Subex Technologies Limited
(b) Subex (UK) Limited
(c) Subex Americas Inc.
(d) Subex (Asia Pacific) Pte Limited
(e) Subex Inc.
(f) Subex Middle East (FZE)
(g) Subex Azure Holdings Inc
(h) Subex Assurance LLP
(i) Subex Digital LLP
(j) Subex Bangladesh Private Limited
(k) Subex Account Aggregator Services Private Limited
(All the aforementioned entities are subsidiaries of Subex
Limited)
(b) Nature of contracts/ arrangements/ transactions
A. Sub-Contracting Transactions
• Subex (Asia Pacific) Pte. Ltd
• Subex Inc.
• Subex Middle East (FZE)
• Subex Americas Inc
• Subex Bangladesh Private Limited
• Subex (UK) Limited
• Subex Assurance LLP
• Subex Digital LLP
B. Marketing & Support Services Expense Transactions
• Subex (Asia Pacific) Pte. Ltd
• Subex Inc.
• Subex Middle East (FZE)
• Subex (UK) Limited
• Subex Americas Inc
• Subex Bangladesh Private Limited
• Subex Assurance LLP
• Subex Digital LLP
C. Royalty expense
• Subex Assurance LLP
35
Subex Annual Report 2022-23
D. Reimbursement of expenses
• Subex (UK) Limited
• Subex Middle East (FZE)
• Subex (Asia Pacific) Pte Ltd
• Subex Assurance LLP
• Subex Digital LLP
• Subex Inc.
• Subex Americas Inc
• Subex Bangladesh Private Limited
• Subex Account Aggregator Services Private Limited
E. Share of profit/ (loss)
• Subex Assurance LLP
• Subex Digital LLP
F. Allocation of Employee Stock option expenses
• Subex Digital LLP
(c) Duration of the contracts/ arrangements/ transactions
The transactions mentioned in 2(b) above are continuing
contracts.
(d) Salient terms of the contracts or arrangements or transactions including the value, if any:
A. Sub-Contracting Transactions
The subsidiary transfers a portion of the revenue generated by
them to the ultimate holding Company
B. Marketing & Support Services Expense Transactions
The subsidiary transfers the cost incurred in earning the revenue
to the ultimate holding Company
C. Royalty expense
Royalty paid by Subex Ltd to Subex Assurance LLP for the right
to use of Developed Technology transferred under Business
restructuring.
D. Reimbursement of expenses
Group entities incur cost on behalf of other entities for
administrative convenience, which is then cross charged to the
respective entity on cost-to-cost basis.
E. Reimbursement of ESOP expenses
The holding company transfers the ESOP expense incurred
on pertaining to ESOPs held by the employees of respective
subsidiaries.
F. Share of Profit/ (Loss)
Subex Assurance LLP and Subex Digital LLP transfers share of
profit/ (loss) incurred during the year to the respective partners
as per the partnership deed.
The details pertaining to the value of transactions, form part
of the Related Party Schedule to the Standalone Financial
Statements. (Note 31)
(e) Date(s) of approval by the Board, if any:
May 15, 2023
(f) Amount paid as advances, if any:
NA
For Subex Limited
Anil Singhvi
Chairman, Non-Executive, Non-Independent Director
DIN:00239589
Place: Mumbai
Date: May 15, 2023
36
Subex Annual Report 2022-23
ANNEXURE- F
ANNUAL REPORT ON CSR ACTIVITIES
Sustainable practices have always been an integral part of Subex Limited. Corporate Social Responsibility is a large part of our overall sustainability
policy encompassing social action. The Subex Charitable Trust is our primary social responsibility trust. The objectives are enabling education
of eligible students from financially weaker sections of society, vocational training for women, amongst others.
OBJECTIVE AND SCOPE
The objective of the Corporate Social Responsibility (“CSR”) policy of Subex Limited (“the Company”) is to lay down guidelines to enable the
Company to take the required measures to make a meaningful contribution to the society and other stakeholders. The Policy is available on
https://www.subex.com/investors/shareholder-services/.
The CSR Activities of the Company will be focused on:
a) eradicating extreme hunger and poverty; b) promotion of education; c) promoting gender equality and empowering women; d) reducing
child mortality and improving maternal health; e) combating human immunodeficiency virus, acquired immune deficiency syndrome,
malaria and other diseases; f) ensuring environmental sustainability; g) employment enhancing vocational skills; h) social business projects;
i) contribution to the Prime Minister’s National Relief Fund or any other fund set up by the Central Government or the State Governments
for socio-economic development and relief and funds for the welfare of the Scheduled Castes, the Scheduled Tribes, other backward
classes, minorities and women; and j) such other matters as may be prescribed.
For more detail visit https://www.subex.com/social-responsibility/
1.
CSR COMMITTEE & ITS COMPOSITION
To enable the Company to take required measures to make a meaningful contribution to society and other stakeholders, it has constituted the
Corporate Social Responsibility Committee (CSR Committee) comprising of the following Directors as on March 31, 2023, and the Committee
meets as and when required. The details of the composition of the Committee and the CSR Policy of the Company are available under
https://www.subex.com/investors/shareholder-services/.
Sl.
No.
Name of Director
Designation / Nature of
Directorship
Number of meetings of
CSR Committee held
during the year
Number of meetings of
CSR Committee attended
during the year
1
Mr. Anil Singhvi (Chairman)
Non-Executive, Non-Independent Director
0
N.A.
2
Ms. Nisha Dutt
Independent Director
0
N.A.
3
Mr. Vinod Kumar Padmanabhan
Managing Director & CEO
0
N.A.
4
Mr. Shiva Shankar Naga Roddam
Whole-Time Director & COO
0
N.A.
Note: The Board re-constituted the Committee with effect from May 08, 2023 pursuant to the changes in the Board of Directors
1.
Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate
Social responsibility Policy) Rules, 2014, if applicable.
Not applicable
2.
Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social responsibility Policy)
Rules, 2014 and amount required for set off for the financial year, if any
Not applicable
3.
Average net profit of the Company as per section 135(5): Not applicable, as the Company has incurred an average net loss during the
preceding 3 financial years.
4.
(a) Two percent of average net loss of the company as per section 135(5): Not Applicable
(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: NIL
(c) Amount required to be set off for the financial year, if any: NIL
(d) Total CSR obligation for the financial year (4a+4b+4c): NIL. for FY 2022-23
37
Subex Annual Report 2022-23
5.
(a) CSR amount spent or unspent for the financial year: NIL
Total Amount Spent for the
Financial Year (in `)
Amount Unspent (in `)
Total Amount transferred to Unspent CSR
Account as per Section 135(6)
Amount transferred to any fund specified under Schedule VII as per
second proviso to section 135(5)
Amount
Date of transfer
Name of the Fund
Amount
Date of transfer
NIL
NIL
NIL
NIL
NIL
Not applicable
(b) Details of CSR amount spent against ongoing projects for the financial year ended March 31, 2023:
1
2
3
4
5
6
7
8
9
10
11
Sl.
No
Name
of the
Project
Item from
the list of
activities in
schedule
VII to the
Act.
Local
area
(Yes
/No).
Location of the
project.
Project
duration.
Amount
allocated for
the project
(in `).
Amount
spent in the
current
financial
Year (in `)
Amount transferred
to Unspent CSR
Account for the
project as per
Section 135(6)
(in `).
Mode of
Implementation
- Direct (Yes/No)
Mode of Implementation
- Through Implementing
Agency
State
District
Name
CSR
Registration no
Not applicable
(c) Details of CSR amount spent against other than ongoing projects for the financial year: NIL
(d) Amount spent in Administrative Overheads: Nil
(e) Amount spent on Impact Assessment, if applicable: Not applicable
(f)
Total amount spent for the Financial Year (6b+6c+6d+6e): NIL
(g) Excess amount for set off, if any: Nil
Sl. No.
Particular
Amount (in `)
(i)
Two percent of average net loss of the company as per section 135(5)
Not applicable, as the Company has incurred a
net loss during the preceding 3 financial years
(ii)
Total amount spent for the Financial Year
Not applicable
(iii)
Excess amount spent for the financial year [(ii)-(i)]
Not applicable
(iv)
Surplus arising out of the CSR projects or programs or activities of the previous financial years, if any
Not applicable
(v)
Amount available for set off in succeeding financial years [(iii)-(iv)]
Not applicable
6. (a) Details of Unspent CSR amount for the preceding three financial years:
Sl. No
Preceding Financial
Year.
Amount transferred
to Unspent CSR
Account under
section 135(6) (in `)
Amount spent in the
reporting Financial
Year (in `).
Amount transferred to any fund specified under
Schedule VII as per section 135(6), if any.
Amount remaining
to be spent in
succeeding
financial years. (in `)
Name of the
Fund
Amount (in `).
Date of
transfer
1
Not applicable
2
3
4
38
Subex Annual Report 2022-23
(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s): NA
1
2
3
4
5
6
7
8
9
Sl. No
Project ID.
Name of the
Project.
Financial Year
in which the
project was
commenced.
Project
duration.
Total amount
allocated for
the project
(in `).
Amount spent on
the project in the
reporting Financial
Year (in `).
Cumulative amount
spent at the end of
reporting Financial
Year. (in `)
Status of
the project -
Completed /
Ongoing.
1
Not applicable
2
3
TOTAL
7.
In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the
financial year.
(Asset-wise details).
(a) Date of creation or acquisition of the capital asset(s).: Not applicable
(b) Amount of CSR spent for creation or acquisition of capital asset.: NIL
(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc.: NA
(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset): NA
8. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per Section 135(5).
The Company has incurred net losses during the preceding 3 financial years; hence there is no obligation for the Company to make CSR
contribution for the financial year 2022-2023.
For Subex Limited
Anil Singhvi
Chairman, Non-Executive, Non-Independent Director
Place: Bengaluru
Date: August 8, 2023
Note: The Company has incurred net losses during the preceding 3 financial years. Though it is not mandatory to incur any expenditure on
CSR activities, the SCT has undertaken and contributed towards certain activities. Please refer Page 12 of the Annual Report for details.
39
Subex Annual Report 2022-23
REPORT ON CORPORATE GOVERNANCE
I.
COMPANY’S PHILOSOPHY ON CODE OF
CORPORATE GOVERNANCE
The Ideology of Corporate Governance is based on fairness,
openness, professionalism, accountability and focuses on the
sustainable success of the Company and building confidence
of its various stakeholders, thereby paving a way for long
term growth. The Company believes that good Corporate
Governance emerges from the application of the best and sound
management practices and compliance with the laws coupled
with adherence to the highest standards of transparency
and business ethics. Therefore, the situation, performance,
ownership, and governance of the Company are equally
important with respect to the structure, activities and policies
of the organization. Subex Limited’s (‘Subex / the Company’)
compliance with the Corporate Governance guidelines as
stipulated by the Stock Exchanges and the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 [“SEBI (LODR), Regulations,
2015”] is described in this section.
For the success of the organization, we believe it requires highest
standards of corporate behavior towards everyone we work
with, the communities we touch and the environment on which
we have an impact. This is our road to consistent, competitive,
profitable and responsible growth and creating long-term value
for our stakeholders, our people and our business partners.
These principles have been the guiding force for our operations
which we will endeavor in years to come.
The Company’s Corporate Governance philosophy is based on
the following principles:
•
Satisfy the spirit of the law and not just the letter of the law
•
Be transparent and maintain high degree of disclosure
levels
•
Communicate externally, in a truthful manner, about how
the Company is run internally
•
Comply with the laws in all the countries in which the
Company operates
Subex is committed to good Corporate Governance practices.
Consistent with this commitment, Subex seeks to achieve a
high level of responsibility and accountability in its internal
systems and policies. Subex respects the inalienable rights of
the shareholders to information on the performance of the
Company and has always ensured transparency to stakeholders.
The Company ensures, among others, the accountability of the
Board of Directors and the importance of its decisions to all its
participants viz., customers, employees, investors, regulatory
bodies etc.
All details mentioned in this Report are as on March 31, 2023,
unless otherwise stated. Material changes and events between
the end of the financial year and date of the report are provided
wherever required.
II. BOARD OF DIRECTORS
The Board of the Company is formed with an optimum
combination of Executive and Non-Executive Directors, which
not only meet the legal obligation but also make a diversified
Board with a mixed blend of experiences, expertise, and
professionals. As on March 31, 2023, the Board of Directors of
Subex Limited comprises of six directors out of which two are
Executive Directors, three are Independent Directors and one
Non-Executive Director. The Independent Directors satisfy the
criteria of independence specified in the Act and as laid down
under Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015.
They also meet the criteria for their appointment formulated
by the Nomination & Remuneration Committee (‘NRC’) as
approved by the Board. The Chairman of the Board is Non-
Executive Director and is not related to the Managing Director &
Chief Executive Officer (‘CEO’) of the Company.
Director’s Profile:
The Board of Directors is composed of highly renowned
professionals drawn from diverse fields, who bring with them
wide range of skill and experience to the Board, which enhances
the quality of the Board’s decision-making process.
The brief profile of the Company’s Board of Directors is as
under:
Mr. Anil Singhvi, Chairman, Non-Executive, Non-Independent
Director is a Chartered Accountant and has over three decades
of experience in the corporate sector and has rich expertise in
financial, strategic planning for business and related aspects.
Apart from Subex Limited he is also on the board of reputed
companies like Shree Digvijay Cement Co. Limited, IDFC Limited,
Assets Care & Reconstruction Enterprise Limited, to name a few.
Mr. Vinod Kumar Padmanabhan, Managing Director & CEO
has over two decades of experience in the corporate world and
has spearheaded several initiatives that helped the Company
engage with its customer as a long-term strategic partner. He
is also involved in the field of sales, customer interaction and
negotiation wherever needed. Since April 01, 2018, he has been
instrumental in ramping up Subex’s operations in Africa, Eastern
Europe and the Middle East. He has been successful in meeting
the top industry heads and has been a part of several discussion
forums which has added value to the company in attracting the
business talents and major business dealings.
Ms. Poornima Prabhu, Independent Director holds a Bachelor
of Arts and a Law degree and provides her valuable advice to
the Board and assists in the decision making related to the Legal
and Governance aspects. She has served at Lodha Ventures
Holdings Pvt Ltd., as Head – Legal and as Of Counsel at J. Sagar
Associates. She has rich experience in corporate law, including
mergers and acquisitions, divestment and litigation settlement.
She has been instrumental on Board and helps to ensure the
good governance aspect with respect to conduct of Board
meetings by giving valuable suggestions to major decision-
making aspects of the Board and Committees.
40
Subex Annual Report 2022-23
Ms. Nisha Dutt, Independent Director holds a Master’s in
Business Administration and provides her expertise to the
management in devising the business management, strategic
plans and adds value towards solving the management related
queries. She has played a vital role as the CEO of Intellecap
and was responsible for front - ending the conceptualization
programmes.
Mr. George Zacharias, Independent Director has over three
decades of diverse and successful work experience. He holds a
graduate degree in Chemical Engineering and a PG Diploma in
Business Management. He has worked with reputed companies
across and assists the management in decision making process
concerning with the business strategy and operational matters.
He has served on reputed companies like Yahoo! Netherlands
B.V., Mindtree Ltd to name a few and is currently serving as an
Independent Director on the Board of Matrimony.com.
Mr. Shiva Shankar Naga Roddam is the Whole-Time Director &
Chief Operating Officer and is responsible for Sales, Marketing,
Engineering & Delivery of Subex Group. He has over two
decades of experience in Telecommunications, Cloud and
PaaS. He comes with extensive international experience
and ability to scale businesses in competitive environments,
particularly around the SaaS space. He holds a degree in
Business Management with specialization in Sales & Marketing.
He has been instrumental in bringing great business deals and
has added value to the Company.
Details of appointments/ re-appointments/ resignations:
i.
The members at the 28th AGM approved the re-appointment
of Mr. Anil Singhvi, Director liable to retire by rotation, as the
Non-Executive, Non-Independent Director of the Company
ii.
The members at the 28th AGM approved the re-appointment
of Ms. Poornima Prabhu as an Independent Director of the
Company for a period of 5 (five) years with effect from July
28, 2022.
iii.
Mr. Vinod Kumar Padmanabhan at the Board Meeting held
on April 17, 2023 had requested for early retirement from
the position of Managing Director & Chief Executive Officer
of the Company which would have been otherwise valid
till March 31, 2024. The Board of Directors took note of
it and reluctantly accepted his request. Mr. Vinod Kumar
Padmanabhan continued as the Managing Director & Chief
Executive Officer of the Company till close of business
hours on May 1, 2023 and is currently serving on the Board
of the Company as Non-Executive, Non- Independent
Director.
iv.
Consequent to the resignation of Mr. Vinod Kumar
Padmanabhan from the position of Managing Director & Chief
Executive Officer of the Company, the Board of Directors on
the recommendation of the Nomination & Remuneration
Committee at their meetings held on April 17, 2023 appointed
Ms. Nisha Dutt as the Chief Executive Officer of the Company.
Ms. Nisha Dutt had been on the Board of Directors of the
Company since 2015 as Independent Director. She resigned
from her current role as the Independent Director and
assumed the role of Chief Executive Officer of the Company
with effect from May 2, 2023.
v.
The Board of Directors, at its meeting held on February
3, 2023, based on the recommendation of Nomination
& Remuneration Committee had re-appointed Mr. Shiva
Shankar Naga Roddam, as the Whole-Time director of the
company for a further period of 3 (three) years, with effect
from February 7, 2023 to February 6, 2026, subject to the
approval of the Members. The Company proposed the
special resolution for obtaining the shareholders’ approval
vide Postal Ballot Notice dated February 3, 2023. However,
the Special resolution proposed in the Postal Ballot notice
dated February 3, 2023 was not passed by requisite
majority. Consequently, Mr. Shiva Shankar Naga Roddam
discontinued as a Director as well as Whole-time Director
of the Company with effect from close of business hours
on May 03, 2023.
vi.
The Board of Directors at its meeting held on August 8,
2023, based on the recommendation of Nomination &
Remuneration Committee has appointed Mr. Rupinder
Goel and Ms. Archana Muthappa as Additional Directors
(Category: Non-Executive, Independent) on the Board of
the Company for a period of 3 (three) years commencing
from August 8, 2023, subject to the approval of the
shareholders of the Company by way of a Special
Resolution. The said agenda forms a part of the Notice
of the 29th Annual General Meeting which is being placed
before the shareholders for their approval.
A.
Board Process:
The Board meets at regular intervals or at least once in each
quarter to discuss and decide on Company / Business policy
and strategy apart from other Board business specifically
reserved for its attention to ensure that it exercises full control
over significant strategic, financial, operational and compliance
matters. The Board / Committee Meetings are pre-scheduled
and informed to the Directors well in advance to facilitate them
to plan their schedule and to ensure meaningful participation in
the meetings. However, in case of a special and urgent business
need, the Board’s approval is taken by passing resolutions by
circulation, as permitted by law, which are noted and confirmed
in the subsequent Board Meeting.
The agenda items along with notes and information thereto
(except for the price sensitive information, which is either
placed at the meeting or sent just before meeting) as provided in
Secretarial Standard (SS-1) on “Meeting of the Board of Directors”
read with SEBI (LODR) Regulations, 2015 and Companies
Act, 2013 (“Act”), are circulated to all Board Members well in
advance before the Board Meetings. Additional agenda in the
form of ‘Other Business” are included with the permission
of the Chairman and with the consent of the majority of the
Independent Directors present at the meeting.
41
Subex Annual Report 2022-23
B.
Details of attendance of Board of Directors and other directorship/committee positions, etc. as on March 31, 2023:
Director
Position & Category
No. of
Board
Meetings
Held
No. of
Board
Meetings
Attended
Last AGM
Attended
Directorships^
held in
other public
companies
No. of
Committees
in Which the
Director is
Chairman #
No. of
Committees
in Which the
Director Is
Member #
Mr. Anil Singhvi
Chairman, Non-Executive,
Non-Independent Director
5
5
Yes
5
2
3
Mr. Vinod Kumar Padmanabhan
Managing Director &
Chief Executive Officer
[Executive/ WTD]
5
5
Yes
1
-
-
Ms. Nisha Dutt
Independent Director
5
5
Yes
-
-
-
Ms. Poornima Prabhu
Independent Director
5
5
Yes
-
-
-
Mr. George Zacharias
Independent Director
5
5
Yes
1
-
1
Mr. Shiva Shankar Naga Roddam
Whole-Time Director &
COO [Executive/ WTD]
5
5
Yes
1
-
-
Details of Directorships along with category held by Directors in other Listed Entities**:
Name of the Director
Name of the Listed Entity
Category of Directorship
Mr. Vinod Kumar Padmanabhan
Nil
Nil
Mr. Anil Singhvi
IDFC Limited
Non-Executive, Independent Director
Shree Digvijay Cement Co Limited
Executive Director
Ms. Nisha Dutt
Nil
Nil
Ms. Poornima Prabhu
Nil
Nil
Mr. George Zacharias
Matrimony.com Limited
Non-Executive, Independent Director
Mr. Shiva Shankar Naga Roddam
Nil
Nil
Notes:
^ For the purpose of reckoning Directorship /Committees position on which a Director can serve, all public limited companies, whether listed or not, have
been included and all other companies including Subex Limited, private limited companies, foreign companies, and companies under Section 8 of the
Companies Act, 2013, have been excluded.
# For the purpose of considering the limit of Committee membership and chairpersonship of a director, membership and chairpersonship of Audit Committee
and Stakeholders Relationship Committee of public companies have been considered. Excludes the membership & chairpersonship in Subex Limited.
** Regulation 17A of the Listing Regulations provides for the inclusion of only equity listed entities for reckoning the directorship in the listed entity, hence
directorships held in debt listed entities have not been considered for reporting as above
C.
Number and Dates of Board Meetings:
Details of meetings of the Board held during the financial year
2022-23 are as follows:
Sl. No
Board Meeting Number
Date of the Board Meeting
1.
No. 1/2022-23
April 5, 2022
2.
No. 2/2022-23
May 30, 2022
3.
No. 3/2022-23
August 8, 2022
4.
No. 4/2022-23
November 14, 2022
5.
No. 5/2022-23
February 3, 2023
D.
Disclosure of relationships between directors inter-se:
There are no inter- se relationships between the Board members.
E.
Details of Shareholding of Executive and Non-Executive
Directors:
Name of the Director
No. of Shares
Held as at
March 31, 2023
% of equity
Mr. Anil Singhvi
60,000
0.011
Ms. Nisha Dutt
NIL
NA
Ms. Poornima Prabhu
NIL
NA
Mr. Vinod Kumar Padmanabhan
5,00,000
0.089
Mr. George Zacharias
NIL
NA
Mr. Shiva Shankar Naga Roddam
6,50,000
0.116
There are no convertible instruments held by the Executive and
Non-Executive directors of the Company.
42
Subex Annual Report 2022-23
F.
Term of Board Membership and Selection process:
The Board, on recommendations of the Nomination &
Remuneration Committee of the Board [“NRC”], considers the
appointment and reappointment of Directors. Section 149(10)
of the Companies Act, 2013, provides that an Independent
Director shall hold office up to five consecutive years on the
Board of a Company, not liable to retire by rotation, and shall be
eligible for re-appointment for a further term at a maximum of
five years on passing of a special resolution by the Shareholders.
Section 152 of the Companies Act, 2013, states that one-third
of the Board members other than Independent Directors who
are subject to retire by rotation, shall retire every year and are
eligible for re-appointment, if approved by the Shareholders.
The Non-Executive Non-Independent Director, Managing
Director & Chief Executive Officer and the Whole-time Director
of the Company are liable to retire by rotation and eligible for
re-appointment, if approved by the Shareholders.
Recommending any new member on the Board is the
responsibility of the NRC which consists of a majority of
Independent Directors. Given the existing composition of
the Board, the tenure as well as the years left of the existing
members to serve on the Board, and the need for new domain
expertise is reviewed by the NRC for the appointment of new
member on the Board. When such a need becomes apparent,
the NRC reviews potential candidates in terms of their expertise,
attributes, personal and professional backgrounds, and their
ability to attend meetings in India. It then places the details of
shortlisted candidates to the Board for its consideration. If the
Board approves, the person is appointed as an Additional Director
of the Company and subject to the approval of Shareholders at
the next general meeting they are appointed as Independent
Director / Non-Executive Non-Independent Director / Executive
Director, as the case may be.
G.
Familiarization Programme for Independent Directors
Pursuant to Regulation 25(7) of the SEBI (LODR) Regulations,
2015,
the
familiarization
programme
aims
to
provide
independent directors with the industry scenario, the socio-
economic environment in which the Company operates, the
business model, the operational and financial performance of
the Company, significant developments to enable them to take
well informed decisions in a timely manner. The familiarization
programme also seeks to update the directors on the roles,
responsibilities, rights and duties under the Companies Act, 2013
and other statutes. Details of the familiarization programme
imparted to independent directors can be accessed at
https://www.subex.com/shareholder-services/.
Core Skills/Expertise/Competencies of the Board of Directors
The Board of Directors comprises of highly renowned
professionals drawn from diverse fields. They bring with them
a wide range of skills and experience to the Board, which
enhances the quality of the Board’s decision-making process.
The following are the core skills, expertise and competencies
for effective functioning of the Company which are currently
available with the Board:
Competencies
/ Skills
Description
Finance and
Governance
Financial
management,
Capital
allocation,
accounting, financial reporting, Compliance, best
practices in governance, ethics and values to
enhance the value of the stakeholders
Strategy
Management
decisions,
branding,
operational
integration,
understanding
diverse
business
environments, economic conditions and regulatory
framework
Sales and
marketing
Developing strategies for increasing market share,
Sales growth, expanding global markets and
enhance reputation of the organisation
Personnel and
Leadership
People practices and policies, geographic, cultural
and economic conditions and driving strengths and
talent, succession planning, risk management and
long-term growth.
The details of Directors of the Company who possess those skills/expertise/competencies are as given below:
Skills/ expertise/ competencies
Mr. Anil Singhvi
Ms. Nisha Dutt
Ms. Poornima
Prabhu
Mr. Vinod Kumar
Padmanabhan
Mr. George
Zacharias
Mr. Shiva Shankar
Naga Roddam
Finance - Financial management, Capital
allocation, accounting, financial reporting
-
-
Governance - best practices in governance,
ethics and values
Strategy - operational integration,
understanding diverse business
environments, economic conditions
Decision making - Management decisions,
branding
-
Sales and marketing
-
-
-
Personnel and Leadership
43
Subex Annual Report 2022-23
H.
Independent Directors and Declaration of Independence
As on March 31, 2023, the Company has three Independent
Directors including two Women Independent Directors on
the Board. All the Independent Directors satisfy the criteria of
Independence as laid down in the Companies Act, 2013 and the
SEBI (LODR) Regulation, 2015.
Considering the requirement of skill sets on the Board, eminent
people having an independent standing in their respective
profession, and who can effectively contribute to the Company’s
business and policy decisions are considered by the NRC of
the Company, for appointment as Independent Director on
the Board. The NRC, inter alia, considers skills, qualifications,
positive attributes, area of expertise, number of Directorship(s)
and Membership(s) held in other companies by such persons, in
accordance with Company’s policies on selection of Directors.
In terms of Regulation 25(8) of Listing Regulations, the
Independent Directors have confirmed that they are not
aware of any circumstance or situation that exists or may be
reasonably anticipated that could impair or impact their ability
to discharge their duties. All Independent Directors have given
declarations that they meet the criteria of Independence as laid
down under section 149(6) of the Companies Act, 2013 and
Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015. Based
on the declarations received from the Independent Directors,
the Board of Directors has confirmed that they meet the criteria
of independence as mentioned under Regulation 16(1)(b) of the
SEBI (LODR) Regulations, 2015 and Section 149(6) of the Act and
that they are independent of the management.
I.
Directors Remuneration
The Company has a policy for the remuneration of Directors
including Independent Directors. The remuneration policy lays
down principles and parameters to ensure that remuneration
is competitive, reasonable, and in line with corporate and
individual performance. The Executive Director is appointed by
Shareholders’ resolution which includes their remuneration to be
paid to them which is in line with the statutory requirements and
Company’s policies. The annual remuneration is recommended
by the Nomination & Remuneration Committee to the Board
for its consideration. While recommending remuneration, the
committee also takes into account corporate performance
in a given year and individual performance parameters. The
remuneration is within the limits approved by Shareholders.
Perquisites and retirement benefits are paid in accordance
with the Company’s compensation policies, as applicable to all
employees. Independent Directors are entitled to receive sitting
fees and reimbursement of any expenses for attending meetings
of the Board and its Committees. The Remuneration paid by the
Company is in conformity with the provisions of the Companies
Act, 2013, and has been considered and approved by the Board
and the Shareholders. The Company has not granted any stock
options to Independent Directors.
The members at the 27th AGM of the Company approved the
payment of remuneration by way of commission to Non-
Executive and/Independent Directors, a sum not exceeding 1%
per annum of the net profits of the Company. In any financial
year, if the company has no profits or its profits are inadequate,
the company can pay remuneration to its Non-Executive and/
Independent Directors in accordance with Part II, Section II of
Schedule V.
Details of the remuneration paid to the Directors (Executive/
Non-Executive/Independent Directors) as required under the
SEBI (LODR) Regulation, 2015 as well as under the Companies
Act, 2013 are provided as part of this report.
III. AUDIT COMMITTEE
The constitution of the Audit Committee complies with the
requirement under Section 177 of the Companies Act, 2013
and Regulation 18 of SEBI (LODR) Regulations. Ms. Nisha Dutt,
Chairperson of the Audit Committee was present at the 28th
Annual General Meeting. The Company Secretary acts as the
Secretary to the Committee. The Chief Financial Officer, the
Senior Management, the Statutory Auditors and the Internal
Auditors are invited to attend all the meetings of the Committee.
A.
Terms of Reference
The Audit Committee has, inter alia, the following mandate
as prescribed under Part C of Schedule II of The SEBI (LODR)
Regulations, 2015 and Section 177 of the Companies Act, 2013
some of which are:
1.
Overseeing of the Company’s financial reporting process
and the disclosure of its financial information to ensure that
the financial statement is correct, sufficient and credible.
2.
Recommending to the Board, the appointment, re-
appointment, terms of appointment or reappointment and,
if required, the replacement or removal of the statutory
auditor and their remuneration.
3.
Approving the payment to be made to the statutory auditors
for any other services rendered by the statutory auditors.
4.
Reviewing, with the management, the annual financial
statements and auditors’ report thereon before submission
to the board for approval, with particular reference to:
a)
Matters required to be included in the Director’s
Responsibility Statement to be included in the Board’s
Report in terms of clause (c) of sub-section 3 of
section 134 of the Companies Act, 2013.
b)
Changes, if any, in accounting policies and practices
and reasons for the same.
c)
Major accounting entries involving estimates based on
the exercise of judgment by management.
d)
Significant
adjustments
made
in
the
financial
statements arising out of audit findings.
e)
Compliance with listing and other legal requirements
relating to financial statements.
f)
Disclosure of any related party transactions.
g)
Modified opinions in the draft audit report.
5.
Reviewing, with the management, the quarterly financial
statements before submission to the board for approval.
44
Subex Annual Report 2022-23
6.
Reviewing, with the management, the statement of uses /
application of funds raised through an issue (public issue,
rights issue, preferential issue, etc.), the statement of funds
utilized for purposes other than those stated in the offer
document / prospectus / notice and the report submitted
by the monitoring agency monitoring the utilization of
proceeds of a public or rights issue, and making appropriate
recommendations to the board to take up steps in this
matter;
7.
Reviewing and monitoring the auditor’s independence and
performance, and effectiveness of audit process;
8.
Reviewing, with the management, performance of statutory
and internal auditor’s adequacy of the internal control
systems
9.
Reviewing the adequacy of internal audit function, if any,
including the structure of the internal audit department,
staffing and seniority of the official heading the department,
reporting structure coverage and frequency of internal
audit
10. Discussing with internal auditors any significant findings
and follow up there on
11. Reviewing the findings of any internal investigations by
the internal auditors into matters where there is suspected
fraud or irregularity or a failure of internal control systems
of a material nature and reporting the matter to the board
12. Discussing with statutory auditors before the audit
commences, about the nature and scope of audit as well
as post-audit discussion to ascertain any area of concern
13. Looking into the reasons for substantial defaults in the
payment to the depositors, debenture holders, shareholders
(in case of nonpayment of declared dividends) and creditors
14. Overseeing the functioning of the whistle blower/ vigil
mechanism which shall provide for adequate safeguards
against victimization of employees and directors who avail
of the vigil mechanism and to take action against repeated
frivolous complaints filed by director or employee.
15. Powers to investigate any activity within its terms of
reference or referred to it by the Board, have full access
to information contained in the books of accounts, seek
information from any employee, obtain outside legal
or other professional advice and secure attendance of
outsiders with relevant expertise, if it considers necessary.
16. Carrying out any other function as mentioned in the terms
of reference of the Audit Committee and as prescribed
under the SEBI (LODR) Regulations, 2015, the Companies
Act, 2013 and the Rules made thereunder and any other
statutory/regulatory body from time to time.
17. Examination of the financial statement and the auditors’
report thereon;
18. Scrutinizing the inter-corporate loans and investments;
19. Valuation of undertakings or assets of the Company,
wherever it is necessary;
20. Evaluating
the
internal
financial
controls
and
risk
management systems;
21. Monitoring the end use of funds raised through public
offers and related matters.
22. Approving the appointment of CFO (i.e., the Whole-Time
Finance Director or any other person heading the finance
function or discharging that function) after assessing the
qualifications, experience and background, etc. of the
candidate;
23. Calling for comments of the auditors about internal control
systems, the scope of audit, including the observations
of the auditors and review of financial statement before
their submission to the Board and discussing any related
issues with the internal and statutory auditors and the
management of the Company, if any
24. Approval or any subsequent modification of transactions of
the Company with related parties.
25. Approval / recommendation to the Board of the transactions
other than transactions referred to in Section 188.
26. Omnibus approval of the related party transactions
proposed to be entered into by the Company subject to
the provisions of the Companies Act 2013.
27. Ratification of the transactions upto Rs.1 crore entered into
by a director or officer of the Company without obtaining
prior approval of the Audit Committee.
28. Reviewing the utilization of loans and/ or advances from/
investment by the holding company in the subsidiary
exceeding Rs.100 crore or 10% of the asset size of the
subsidiary, whichever is lower including existing loans /
advances / investments.
29. Considering and commenting on the rationale, cost-
benefits and impact of schemes involving merger,
demerger, amalgamation etc., on the listed entity and its
shareholders.
The
Audit
Committee
charter
containing
terms
of
reference is also available on the Company’s website at
https://www.subex.com/investors/shareholder-services/.
B.
Composition of the Audit Committee as on March 31, 2023
Sl.
No
Name of the Director
Category
1.
Ms. Nisha Dutt (Chairperson)
Independent Director
2.
Mr. Anil Singhvi
Non-Executive,
Non-Independent Director
3.
Ms. Poornima Prabhu
Independent Director
4.
Mr. George Zacharias
Independent Director
Note: The Board re-constituted the Committee with effect from May 03,
2023 pursuant to the changes in the Board of Directors
45
Subex Annual Report 2022-23
C.
Meetings and Attendance of the Committee during the Year
During the financial year 2022-23, the following meetings of the
Audit Committee were held:
Sl.
No
Meeting No.
Date of the meeting
1.
No. 1/2022-23
May 30, 2022*
2.
No. 2/2022-23
August 8, 2022*
3.
No. 3/2022-23
November 14, 2022 *
4.
No. 4/2022-23
February 3, 2023*
*dates on which the Quarterly/Half Yearly/Year ended results for the
financial year 2022-23 were considered.
The Attendance of the directors at the Audit Committee
Meetings during the Financial Year 2022-23 are as follows:
Name of the Director
No. of Audit
Committee
Meetings Held
No. of Audit
Committee
Meetings Attended
Ms. Nisha Dutt (Chairperson)
4
4
Mr. Anil Singhvi
4
4
Ms. Poornima Prabhu
4
4
Mr. George Zacharias
4
4
The minutes of the meetings of the Audit Committee are placed
before and noted by the Board. All recommendations made by
the Audit Committee were accepted by the Board of Directors
of the Company during the financial year 2022- 2023.
IV. NOMINATION & REMUNERATION COMMITTEE
The Nomination & Remuneration Committee has been
constituted as required under Section 178 of the Act and
Regulation 19 of SEBI (LODR) Regulations, 2015. The Nomination
& Remuneration Committee comprises of three directors out of
which two are Independent directors including chairperson and
one is Non-Executive Non-Independent director.
The Nomination & Remuneration Committee has, inter alia, the
following mandate as prescribed under Part C of Schedule II of
The SEBI (LODR) Regulations, 2015:
A.
Terms of Reference
1.
Formulation of the criteria for determining qualifications,
positive attributes and independence of a director, KMP or
other employees and recommend to the Board of Directors
a policy relating to the appointment & remuneration of the
directors, key managerial personnel and other employees;
2.
For every appointment of an independent director, the
Nomination and Remuneration Committee shall evaluate
the balance of skills, knowledge and experience on the Board
and on the basis of such evaluation, prepare a description of
the role and capabilities required of an independent director.
The person recommended to the Board for appointment as
an independent director shall have the capabilities identified
in such description. For the purpose of identifying suitable
candidates, the Committee may:
a)
use the services of an external agencies, if required;
b)
consider candidates from a wide range of backgrounds,
having due regard to diversity; and
c)
consider the time commitments of the candidates.
3.
Formulation of criteria for evaluation of performance
of independent directors and the board of directors
and specifying the manner for effective evaluation of
performance of Board, its committees and individual
directors to be carried out either by the Board, the
Committee or by an independent external agency and
review its implementation and compliance.
4.
Devising a policy on diversity of board of directors;
5.
Identifying persons who are qualified to become directors
and who may be appointed in senior management in
accordance with the criteria laid down and recommend to
the board of directors their appointment, remuneration and
removal.
6.
Develop and recommend to the Board succession plan
for the key positions in the Company (the “Succession
Plan”), to review the Succession Plan periodically, develop
and evaluate potential candidates for executive positions
and recommend to the Board any changes to, and
any candidates for succession under, the Succession
Plan and to perform a consultative and advisory role for
any appointment requiring Board approval for the top
management positions of the Company.
7.
Administer the Company’s equity incentive plans, including
the review and grant of options to eligible employees under
the plans and the terms and conditions applicable to such
options, subject to the provisions of each plan.
8.
Deciding on whether to extend or continue the term of
appointment of the independent director, on the basis
of the report of performance evaluation of independent
directors.
9.
Recommend to the Board, all remuneration, in whatever
form, payable to senior management.
10. Carrying out any other function as prescribed under the
SEBI (LODR) Regulations, 2015, the Companies Act, 2013
and the Rules made thereunder and any other statutory/
regulatory body from time to time.
The Nomination & Remuneration Committee charter containing
terms of reference is also available on the Company’s website at
https://www.subex.com/investors/shareholder-services/.
B.
Composition of the Nomination & Remuneration Committee
as on March 31, 2023 is as follows:
Sl.
No
Name of the Director
Category
1
Ms. Poornima Prabhu
(Chairperson)
Independent Director
2
Mr. Anil Singhvi
Non-Executive,
Non-Independent Director
3.
Ms. Nisha Dutt
Independent Director
Note: The Board re-constituted the Committee with effect from May 03,
2023 pursuant to the changes in the Board of Directors
46
Subex Annual Report 2022-23
C.
Meetings and Attendance of the Committee during the Year
During the financial year 2022-23, the following meetings of the
Nomination & Remuneration Committee are held:
Sl.
No
Meeting No.
Date of the meeting
1.
No. 1/ 2022-23
May 9, 2022
2.
No. 2/ 2022-23
November 14, 2022
3.
No. 3/ 2022-23
December 9, 2022
4.
No. 4/ 2022-23
February 3, 2023
Ms. Poornima Prabhu, Chairperson of the Nomination &
Remuneration Committee was present at the 28th Annual
General Meeting.
Attendance of the members of the Nomination & Remuneration
Committee meetings during the Financial Year 2022-23 were as
follows:
Name of the Director
No. of Nomination
& Remuneration
Committee
Meetings Held
No. of Nomination
& Remuneration
Committee
Meetings Attended
Ms. Poornima Prabhu
4
4
Mr. Anil Singhvi
4
4
Ms. Nisha Dutt
4
4
The minutes of the meetings of the Nomination and
Remuneration Committee are placed before and noted by
the Board. All recommendations made by the Nomination
and Remuneration Committee were accepted by the Board of
Directors of the Company during the financial year 2022-2023.
D.
Performance Evaluation
Pursuant to the provisions of the Companies Act, 2013 and
Regulation 25 of the SEBI (LODR) Regulations, 2015, the Board
has carried out the annual performance evaluation of its own
performance, the directors individually, as well as the evaluation
of all the Committees of the Board. The Committee formulated
the criteria for evaluation of the Chairman, Board of Directors,
Members of the Committee and Individual Directors and the
evaluation is conducted accordingly. The evaluation criteria
included aspects related to competency of directors, strategy
and performance evaluation, governance, independence,
effectiveness, structure of the board/committee, level of
engagement and contribution, independence of judgement etc.
The performance evaluation of the independent directors was
carried out by the entire Board. The performance evaluation of
the Chairman and non-independent directors was carried out
by the independent directors. The directors expressed their
satisfaction with the evaluation process and its results, which
reflected in the overall management of the Board and its
committees with the Company.
E.
Remuneration Policy
The Remuneration Policy provides the framework to attract,
motivate and retain qualified and expert individuals that the
Company needs in order to achieve its strategic and operational
objectives. The Remuneration policy is devised in accordance
with Section 178(3) and 178(4) of the Companies Act, 2013 and is
available on the website of the Company at https://www.subex.
com/investors/shareholder-services/. The Company follows
a compensation mix of fixed pay, benefits and performance-
based variable pay and sharing of wealth through the Company’s
stock options. Individual performance pay is determined by the
combination of individual and business performance of the
Company. The Company pays remuneration by way of salary,
benefits, perquisites and allowances (fixed component) and
performance incentives (variable component) to its Executive
Directors and Key Managerial Personnel.
F.
Remuneration of Directors
Pecuniary relationships or transactions
During the year under review, there was no pecuniary
relationship or transactions between the Company and any of
its Non-Executive Directors apart from sitting fees, commission
and reimbursement of expenses incurred by them to attend the
meetings of the Company.
Non-Executive Directors’ compensation and disclosures
The Non-Executive Directors are paid sitting fees for attending
the meetings of the Board and Committees of the Board. During
the year under review, the Company paid the sitting fee to Non-
Executive Director for attending meetings of the Board, Audit,
Nomination and Remuneration, Stakeholders Relationship and
Risk Management Committee.
In compliance with the provisions of the Act and SEBI (LODR)
Regulations, 2015, the Non-Executive Directors including
Independent Directors are also paid a commission, the amount
whereof is recommended by the NRC and approved by the
Board. The shareholders of the Company at its 27th Annual
General Meeting held on July 9, 2021, had approved payment
of commission to the Non-Executive Directors of the Company
for each year commencing from financial year 2021. No Stock
option has been granted to the Non-Executive Directors.
The details of the Commission and sitting fees paid/ payable
to Non-Executive Directors for FY 2022-23 are given below:
(` in Lakhs)
Name of the Director
Sitting fees
Commission#
(Relating to FY
2022-23)
Mr. Anil Singhvi
19.00
9.00
Ms. Nisha Dutt
15.00
9.00
Ms. Poornima Prabhu
17.00
9.00
Mr. George Zacharias
11.00
9.00
# The Board at its meeting held on May 15, 2023 approved an amount
of ` 36 lakhs be paid to the Independent Director and Non-Executive
Director as Commission for the Financial Year 2022-23.
Remuneration of Executive Directors:
The compensation paid to the Executive Directors were
within the limits approved by the Shareholders. The elements
of the total compensation are approved by the Nomination &
Remuneration Committee within the overall limits specified
under the Companies Act, 2013. The elements of compensation
47
Subex Annual Report 2022-23
of the Executive Directors include the fixed compensation,
variable compensation in the form of annual incentive, benefits,
work related facilities and perquisites. The Nomination &
Remuneration Committee determines the annual variable
pay compensation in the form of annual incentive and annual
increment for the Executive Directors based on Company’s and
individual’s performance as against the pre agreed objectives for
the year.
Details of Remuneration of Executive Directors during the
year are given below:
(` in Lakhs)
Particulars of Remuneration
Mr. Vinod
Kumar
Padmanabhan
Mr. Shiva
Shankar Naga
Roddam
Salary as per provisions contained
in Section 17(1) of the Income Tax
Act, 1961
174.09
74.30
Allowances and perquisites
136.28
68.51
Contribution to Retiral Funds
8.64
3.96
Total
319.01
146.77
Options Granted during the year
0
0
Options exercised during the year
5,00,000
1,50,000
No. of Shares held (as on March
31, 2023)
5,00,000
6,50,000
Term of Service Contract
From April 01,
2021 till March
31, 2024*
From February
01, 2021 till
February 06,
2023**
Notice Period
3 months
3 months
*
Mr. Vinod Kumar Padmanabhan at the Board Meeting held
on April 17, 2023 had requested for early retirement from
the position of Managing Director & Chief Executive Officer
of the Company which would have been otherwise valid
till March 31, 2024. The Board of Directors took note of
it and reluctantly accepted his request. Mr. Vinod Kumar
Padmanabhan continued as the Managing Director & Chief
Executive Officer of the Company till close of business hours
on May 1, 2023 and is currently serving on the Board of the
Company as Non-Executive, Non- Independent Director.
**
The Board of Directors, at its meeting held on February
3, 2023, based on the recommendation of Nomination
& Remuneration Committee had re-appointed Mr. Shiva
Shankar Naga Roddam, as the Whole-Time director of the
company for a further period of 3 (three) years, with effect
from February 7, 2023 to February 6, 2026, subject to the
approval of the Members. The Company proposed the
special resolution for obtaining the shareholders’ approval
vide Postal Ballot Notice dated February 3, 2023. However,
the Special resolution proposed in the Postal Ballot notice
dated February 3, 2023 was not passed by requisite
majority. Consequently, Mr. Shiva Shankar Naga Roddam
discontinued as a Director as well as Whole-time Director
of the Company with effect from close of business hours
on May 03, 2023. Accordingly an amount of ` 1.5 Lakhs
representing remuneration for the period February 07, 2023
to March 31, 2023 is recoverable from him.
Notes:
i)
Salary includes fixed pay and performance linked variable pay
ii)
In view of no profits / inadequate profit as computed in accordance
with Section 198 of the Act, the Managing Director and CEO/
Whole-time Director and COO have been paid remuneration in
accordance with Part II of Section II of Schedule V of the Act for the
year ended March 31, 2023.
iii)
Remuneration includes value of perquisites arising out of the
exercise of employee stock options.
iv)
The retirement benefit shall include benefits such as provident fund
and gratuity.
G.
Directors and Officers Insurance
Pursuant to requirement under Regulation 25(10) of SEBI (LODR)
Regulations, 2015, the Company has undertaken Directors and
Officers Insurance (‘D and O’ insurance) for all its Directors,
including Independent Directors for such quantum and risks as
determined by the Board of Directors of the Company.
V. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee is responsible
for addressing the investor complaints and grievances. The
Committee meets on a periodic basis to address the investor
complaints like transfer/ transmission of shares, non-receipt
of annual report, non-receipt of declared dividends, issue of
new/duplicate certificates, general meetings etc. Details of
grievances of the investors are provided in the “Shareholders’
Information” section of this Annual Report. The committee
has been constituted in accordance with Section 178 of the
Companies Act, 2013 and Regulation 20 of the SEBI (LODR)
Regulations, 2015. The Company Secretary acts as secretary of
the Committee.
A.
Composition of the Stakeholders Relationship Committee as
on March 31, 2023:
Sl.
No
Name of the Director
Category
1
Mr. Anil Singhvi (Chairman)
Non-Executive,
Non-Independent Director
2
Ms. Poornima Prabhu
Independent Director
3.
Mr. Vinod Kumar Padmanabhan
Managing Director & CEO
Note: The Board re-constituted the Committee with effect from May 08,
2023 pursuant to the changes in the Board of Directors
B.
Meetings and Attendance of the Committee during the Year
During the financial year 2022-23, the following meetings of the
Stakeholders Relationship Committee were held:
Sl.
No
Meeting No.
Date of the meeting
1.
No. 1/2022-23
May 30, 2022
2.
No. 2/2022-23
August 8, 2022
3.
No. 3/2022-23
November 14, 2022
4.
No. 4/2022-23
February 3, 2023
48
Subex Annual Report 2022-23
Attendance of the Directors at the Stakeholders Relationship
Committee Meetings for the Financial Year 2022-23 are as
follows:
Name of the Director
No. of
Stakeholders
Relationship
Committee
Meetings Held
No. of
Stakeholders
Relationship
Committee
Meetings Attended
Mr. Anil Singhvi
4
4
Ms. Poornima Prabhu
4
4
Mr. Vinod Kumar Padmanabhan
4
4
Mr. Anil Singhvi, Chairman of the Committee attended the last
Annual General Meeting of the Company held on September
19, 2022, and addressed the queries of the shareholders.
The committee expresses satisfaction with the Company’s
performance in dealing with investor grievances and its share
transfer system. The details of the complaints received and
resolved during the financial year ended March 31, 2023 are as
follows
Name of the Non-Executive Director
heading the Committee
Mr. Anil Singhvi,
Chairman, Non-Executive,
Non-Independent Director
Name and designation of the
Compliance Officer
Mr. G V Krishnakanth,
Company Secretary
Number of shareholders complaints
pending at the beginning of the year
Nil
Number of shareholders
complaints received during the year
36
Number of shareholders
complaints redressed during the year.
36
Number of shareholders complaints
not solved to the satisfaction of the
shareholders
Nil
Number of shareholders complaints
pending at end of the year
Nil
VI. ESOP COMMITTEE (Compensation Committee)
During the financial year 2018-19, the ESOP Committee
(Compensation Committee) of the Board was dissolved and
all powers of the Committee were vested in the Nomination &
Remuneration Committee of the Board of Directors.
The Company has instituted Employee Stock Option Schemes
in line with the Securities and Exchange Board of India (Share
Based Employee Benefits) Regulations, 2014 and as amended
from time to time. The Committee grants and administers
options under the stock options schemes to eligible employees.
Details of the Employee Stock Options are available as
‘Annexure A’ to the Board’s Report.
VII. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
To enable the Company to take required measures to make a
meaningful contribution to society and other stakeholders, it
has constituted the Corporate Social Responsibility Committee
(“CSR Committee”). The CSR Committee has, inter alia, the
following mandate:
i.
formulate and recommend to the Board of Directors of
the Company, a Corporate Social Responsibility Policy
which shall indicate the activities to be undertaken by the
Company as specified in Schedule VII of The Companies
Act, 2013;
ii.
recommend the amount of expenditure to be incurred on
the activities referred to in clause (i); and
iii.
monitor the Corporate Social Responsibility Policy of the
Company from time to time.
A.
Composition of the CSR Committee as on March 31, 2023
Sl.
No
Name of the Director
Category
1
Mr. Anil Singhvi (Chairman)
Non-Executive,
Non-Independent Director
2
Ms. Nisha Dutt
Independent Director
3.
Mr. Vinod Kumar
Padmanabhan
Managing Director & CEO
4.
Mr. Shiva Shankar Naga
Roddam
Whole-Time Director & COO
Note: The Board re-constituted the Committee with effect from May 08,
2023 pursuant to the changes in the Board of Directors
B.
Meetings and Attendance of the Committee during the Year
2022-23
There were no meetings of the Committee held during the
financial year under consideration.
Pursuant to the provisions of Section 198 of the Companies Act,
2013, the Company has incurred losses during the preceding
three financial years and hence no amounts were required
to be allocated / contributed for undertaking CSR activities.
The Company had voluntarily constituted a Corporate Social
Responsibility Committee although the criteria under section 135
of Companies Act, 2013 was not met and the Subex Charitable
Trust (SCT) was voluntarily set up to undertake welfare activities
for the under privileged and the needy in the society. SCT is
managed by trustees elected amongst the employees of the
Company. The details of the activities conducted during the
year have been provided page 12 of the Annual Report..
The CSR Charter and the Policy of the Company
are
available
on
the
website
of
the
Company
at
https://www.subex.com/investors/shareholder-services/.
VIII. RISK MANAGEMENT COMMITTEE
To ensure that the Company is taking appropriate measures
to achieve prudent balance between risk and reward in both
ongoing and new business activities, it has constituted a Risk
Management Committee to review the internal financial
controls amongst other matters. The said Committee has also
within its scope, the evaluation of significant risk exposures of
the Company and to assess Management’s actions to mitigate
the exposures in a timely manner. The Company considers
activities at all levels of the organization, i.e. Enterprise level,
Division level, Business Unit level and Subsidiary level in the risk
49
Subex Annual Report 2022-23
management framework. All these components are interrelated
and drive Enterprise-Wide Risk Management with focus on three
key elements i.e. Risk Assessment, Risk Management and Risk
Monitoring.
A.
Terms of Reference
The Roles and responsibility of the Risk Management Committee
has, inter alia, the following mandate as prescribed under Part D
of Schedule II of The SEBI (LODR) Regulations, 2015 :
1.
To formulate a detailed risk management policy which shall
include:
(a) A framework for identification of internal and external
risks specifically faced by the listed entity, in particular
including financial, operational, sectoral, sustainability
(particularly, ESG related risks), information, cyber
security risks or any other risk as may be determined
by the Committee.
(b) Measures for risk mitigation including systems and
processes for internal control of identified risks.
(c) Business continuity plan.
2.
To ensure that appropriate methodology, processes
and systems are in place to monitor and evaluate risks
associated with the business of the Company;
3.
To monitor and oversee implementation of the risk
management policy, including evaluating the adequacy of
risk management systems;
4.
To monitor and review risk management plan and such
other functions as it may deem fit including cyber security.
5.
To periodically review the risk management policy, at least
once in two years, including by considering the changing
industry dynamics and evolving complexity;
6.
To keep the board of directors informed about the nature
and content of its discussions, recommendations and
actions to be taken;
7.
The appointment, removal and terms of remuneration of
the Chief Risk Officer (if any) shall be subject to review by
the Risk Management Committee.
B.
Composition of the Risk Management Committee as on March
31, 2023
Sl.
No
Name of the Director
Category
1.
Mr. Anil Singhvi (Chairman)
Non-Executive,
Non-Independent Director
2.
Ms. Nisha Dutt
Independent Director
3.
Mr. Vinod Kumar Padmanabhan
Managing Director & CEO
4.
Mr. George Zacharias
Independent Director
Note: The Board re-constituted the Committee with effect from May 03,
2023 pursuant to the changes in the Board of Directors
C.
Meetings and Attendance during the Year
During the financial year 2022-23, the following meetings of the
Risk Management Committee were held
Sl.
No
Meeting No.
Date of the meeting
1.
No. 1/2022-23
May 30, 2022
2.
No. 2/2022-23
November 14, 2022
Name of the Director
No. of Risk
Management
Committee
Meetings Held
No. of Risk
Management
Committee
Meetings
attended
Mr. Anil Singhvi
2
2
Ms. Nisha Dutt
2
2
Mr. Vinod Kumar Padmanabhan
2
2
Mr. George Zacharias
2
2
IX. SENIOR MANAGEMENT
The Nomination & Remuneration Committee at its meeting
held on October 28, 2021, had identified the persons occupying
the position of Chief Executive Officer, Chief Operating Officer,
Chief Human Resources Officer, Chief Financial Officer, Chief
Technology Officer and Company Secretary & Compliance
Officer as its Senior Management Personnel.
X. MEETING OF INDEPENDENT DIRECTORS
During the year under review, the Independent Directors met
once on February 03, 2023, inter alia, to:
•
Review the performance of the Non-Independent Directors
and the Board of Directors as a whole;
•
Review the performance of the Chairperson of the listed
entity, taking into account the views of Executive Directors
and
Non-Executive Directors;
•
Assess the quality, quantity and timeliness of flow of
information between the Management of the listed entity
and the Board of Directors that is necessary for the Board
to effectively and reasonably perform their duties.
50
Subex Annual Report 2022-23
XI. GENERAL BODY MEETINGS
A.
Location and Time of the Last Three AGMs
Year
Date of AGM
Venue
Time
2019-20
September 25, 2020
Video Conference/Other Audio-Visual Means (Deemed Venue is at the Registered Office
of the Company situated at Pritech Park - SEZ, Block-09, 4th Floor, B Wing, Sy No. 51-64/4,
ORR, Bellandur Vlg, Varthur Hobli, Bangalore- 560103 )
3:00 PM
2020-21
July 09, 2021
Video Conference/Other Audio-Visual Means (Deemed Venue is at the Registered Office of
the Company situated at Pritech Park - SEZ, Block-09, 4th Floor, B Wing, Sy No. 51-64/4, ORR,
Bellandur Vlg, Varthur Hobli, Bangalore- 560103)
11.00 AM
2021-22
September 19, 2022
Video Conference/Other Audio-Visual Means (Deemed Venue is at the Registered Office of
the Company situated at Pritech Park - SEZ, Block-09, 4th Floor, B Wing, Sy No. 51-64/4, ORR,
Bellandur Vlg, Varthur Hobli, Bangalore- 560103)
11.00 AM
Details of the Special Resolutions passed at the Last Three AGMs:
Date of Annual
General Meeting
No. of special
resolutions passed
Details of Resolutions pertaining to
September 25, 2020
2
1.
Appointment of Ms. Nisha Dutt as an Independent Director of the Company
2.
Appointment of Mr. Shiva Shankar Naga Roddam as a Whole-Time Director of the Company
July 09, 2021
3
1.
Revision in terms of appointment of Mr. Shiva Shankar Naga Roddam as a Whole-Time Director of the
Company
2.
Re-appointment of Mr. Vinod Kumar Padmanabhan as Managing Director & CEO of the Company
3.
Payment of remuneration to the independent & non-executive directors by way of commission
September 19, 2022
1
1.
Re-appointment of Ms. Poornima Prabhu as an Independent Director of the Company
B.
Extraordinary General Meeting:
No Extraordinary General Meeting of the members was held
during FY 2022-23
C. Postal Ballot during year 2022- 23
There were no other meetings held during the year under review
nor were any resolutions passed through postal ballot during the
financial year 2022-23.
XII. MEANS OF COMMUNICATION
A.
Annual/Half Yearly and Quarterly Results
The annual audited /half yearly & quarterly un-audited results are
generally published in all editions of Financial Express/ Business
Standard (English) and Vishwavani (Kannada). The complete
financial statements are posted on the Company’s website
https://www.subex.com/ (click on investors/announcement-filing/
statutory-advertisement). Subex also regularly provides information
to the Stock Exchanges as per the requirements of the SEBI (LODR)
Regulations, 2015 and updates the website periodically to include
information on new developments, press release and business
opportunities and the same is displayed on the website of the
Company under https://subex.com/newsroom/.
Being a Company with strong focus on green initiatives, Subex
proposes to send all the shareholder communications such as
the notice of General Meetings, Audited Financial Statements,
Board’s Report, Auditors’ Report, etc., as done in the past, to its
shareholders in electronic form by sending the said reports to
the email addresses provided by them and made available to
us by the Depositories. The Company during the said financial
year 2022-23, had scheduled the Investor calls to discuss on
the Earnings of the Company for relevant quarters which were
scheduled on May 31, 2022, August 10, 2022 and November 16,
2022 respectively.
The Company did not have any Institutional investors during the
financial year and hence there were no presentations made to
the institutional investors. The Management of the Company
has interacted with Analysts and the details of the same are
available on the website under the link https://www.subex.com/
investors/announcement-filing/#investor-analyst-call.
The transcripts pertaining to the Earning’s call held during the year
are uploaded on the Company’s website under the link https://
www.subex.com/investors/announcement-filing/#investor-
analyst-call (click on investors/announcement-filing/investor-
analyst-call). Pursuant to General Circular No’s.14/2020, 17/2020,
20/2020, 02/2021, 19/2021, 21/2021, 02/2022 and 10/2022
dated April 08, 2020, April 13, 2020, May 05, 2020, January 13,
2021, December 08, 2021, December 14, 2021, May 05, 2022
and December 28, 2022 respectively, issued by the Ministry of
Corporate Affairs (“collectively MCA Circulars”) and Circular Nos.
SEBI/HO/CFD/CMD1/CIR/P/2020/79, SEBI/HO/CFD/CMD2/
CIR/P/2021/11, SEBI/HO/CFD/CMD2/CIR/P/2022/62 and SEBI/
HO/CFD/PoD-2/P/CIR/2023/4 dated May 12, 2020, January 15,
2021, May 13, 2022 and January 5, 2023, respectively, issued
by the Securities & Exchange Board of India (“SEBI Circulars”),
companies have been allowed to hold AGM through Video
Conferencing or Other Audio Visual Means (“VC/OAVM”). The
said MCA Circulars and SEBI Circulars have dispensed with
the requirement of printing and dispatch of annual reports to
shareholders. Relaxation has been provided up to September 30,
2023 from Regulation 36(1)(b) of SEBI (LODR) Regulations, 2015,
which requires sending hard copy of annual report containing
51
Subex Annual Report 2022-23
salient features of all the documents prescribed in Section 136
of the Companies Act, 2013 to the shareholders who have not
registered their email addresses. However, in terms Regulation
36(1)(c) of SEBI (LODR) Regulations, 2015, the Company shall
send hard copy of full annual report to those shareholders who
request for the same.
To support the “Green Initiative in Corporate Governance”, an
initiative taken by the MCA, the Company has decided to send
soft copies of Annual Report 2022-23 (including AGM Notice)
to those shareholders whose email addresses are registered
with the Depository Participants and / or with the Company’s
Registrars & Transfer Agents.
In terms of the MCA Circulars and SEBI Circulars, the Company
has taken measures to allow Members to vote through the
mechanism of e-voting or other electronic modes in accordance
with the provisions of the Companies Act, 2013 and rules made
thereunder, without holding an AGM that requires physical
presence of Members at a common venue.
With respect to detailed procedure for Remote e-voting or
voting through electronic mode and attending the AGM through
VC/OAVM, please refer the Notes and Instructions annexed to
Notice of the 29th AGM.
XIII. DISCLOSURES
A.
RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties as defined under
The Companies Act, 2013 and Regulation 23 of the SEBI (LODR)
Regulations, 2015 during the financial year were in the ordinary
course of business and at an arm’s length pricing basis and do
not attract the provisions of Section 188 of the Companies Act,
2013. There were no materially significant transactions with
related parties during the financial year which were in conflict
with the interest of the Company. Suitable disclosures as
required by Ind AS has been made in Note 31 to the Standalone
and Note 32 to the Consolidated Financial Statements. The
Board has approved a policy for related party transactions which
has been uploaded on the Company’s website under the link at
https://www.subex.com/investors/shareholder-services/.
None of the Independent Directors have any material pecuniary
relationship or transactions with its Promoters, its Directors,
its Senior Management or its subsidiaries which may affect
their independence. The Company has received the relevant
declarations in this regard from its Independent Directors.
B.
DISCLOSURE BY LISTED ENTITY AND ITS SUBSIDIARIES OF
“LOANS AND ADVANCES IN THE NATURE OF LOANS TO
FIRMS / COMPANIES IN WHICH DIRECTORS ARE INTERESTED
BY NAME AND AMOUNT”:
There were no loans and advances provided to firms/ companies
in which Directors are interested.
C.
COMPLIANCE WITH ACCOUNTING STANDARD
In the preparation of the financial statements, the Company
has followed and adopted all relevant Accounting Standards
notified by the Companies (Indian Accounting Standards) Rules,
2015 (IND AS) specified under Section 133 of the Companies
Act, 2013 read with relevant Rules made thereunder and other
recognized accounting policies and practices. The Significant
Accounting Policies which are consistently applied and followed
by the Company to the extent applicable have been set out in
the Notes to the Financial Statements.
D.
INSIDER TRADING
Pursuant to SEBI (Prohibition of Insider Trading) Regulations,
2015 (‘Prohibition of Insider Trading Regulations’), the Company
has formulated and adopted the ‘Code of Conduct to regulate,
monitor and report trading by designated persons and immediate
relatives of designated persons and Code of Practices and
Procedures for Fair Disclosures of Unpublished Price Sensitive
Information’ (‘Code’).
The said Code is applicable to all the Designated Persons,
their immediate relatives, and subsidiaries of the Company,
requires pre-clearance for dealing in the Company’s shares
and prohibits trading in securities of the Company while
in possession of unpublished price sensitive information
in relation to the Company and during the period when
the Trading Window is closed. The Code has also been
uploaded on the Company’s website and can be accessed at
https://www.subex.com/investors/shareholder-services/.
Pursuant to the above, the Company has put in place an
adequate and effective system of internal controls to ensure
compliance with the requirements of the Prohibition of Insider
Trading Regulations, 2015.
The Code expressly lays down the guidelines and the procedures
to be followed and disclosures to be made, while dealing with
the shares of the Company.
E.
DETAILS
OF
NON-COMPLIANCE
BY
THE
COMPANY,
PENALTIES, STRICTURES IMPOSED ON THE COMPANY BY THE
STOCK EXCHANGES, SEBI OR ANY STATUTORY AUTHORITY
ON ANY MATTER RELATED TO CAPITAL MARKETS
The Company has complied with all the requirements of the
SEBI (LODR) Regulations, 2015 as well as regulations and
guidelines of SEBI. There has been no non-compliance by the
Company on any matter related to Capital Markets during the
last three years. No penalties or strictures have been imposed
on the Company by SEBI, Stock Exchanges or any statutory
authority during the last three years relating to capital markets.
F.
VIGIL MECHANISM AND WHISTLE BLOWER MECHANISM
With the rapid expansion of business in terms of volume, value
and geography, various risks associated with the business have
also increased considerably. One such risk identified is the risk
of fraud & misconduct. The Companies Act, 2013 and the SEBI
(LODR) Regulations, 2015 require all the listed companies to
institutionalize the vigil mechanism and whistle blower policy.
The Company since its inception believes in honest and ethical
conduct from all the employees and others who are associated
directly and indirectly with the Company. The Audit Committee
is also committed to ensure a fraud-free work environment. The
policy provides a platform to all the employees, vendors and
customers to report any suspected or confirmed incident of
fraud/misconduct.
52
Subex Annual Report 2022-23
Adequate safeguards have been provided in the policy to
prevent victimization of anyone who is using this platform and
direct access to the Chairperson of the Audit Committee at
whistleblower@subex.com is also available in exceptional cases
and no personnel has been denied access to the audit committee
during the said financial year. This policy is applicable to all the
directors, employees, vendors and customers of the Company.
The policy is also available on the website of the Company at
https://www.subex.com/investors/shareholder-services/.
I.
DISCLOSURE OF COMMODITY PRICE RISKS AND COMMODITY
HEDGING ACTIVITIES/LIQUIDITY
The Company does not deal in commodity and hence
disclosure relating to commodity price risks and commodity
hedging activities is not applicable. The Company is exposed
to foreign exchange risk on account of import and export
transactions entered. The Company follows a currency hedging
policy to limit impact of exchange volatility on net receivables.
Hedging strategies are decided and monitored periodically by
the Risk Management Committee of the Board convened on a
regular basis.
J.
DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH
PREFERENTIAL ALLOTMENT OR QUALIFIED INSTITUTIONS
PLACEMENT AS SPECIFIED UNDER REGULATION 32 (7A).
There were no funds raised by the Company through Preferential
allotment or qualified institutional placement as specified under
the above-mentioned regulation during the financial year
2022-23.
K.
CEO/CFO CERTIFICATION
The Company has obtained a certificate from the CEO/CFO as
required by Regulation 17(8) (Part B of Schedule II) of the SEBI
(LODR) Regulations, 2015 and the same forms a part of this
report as Annexure 1.
L.
A CERTIFICATE FROM A COMPANY SECRETARY IN PRACTICE
THAT NONE OF THE DIRECTORS ON THE BOARD OF THE
COMPANY HAVE BEEN DEBARRED OR DISQUALIFIED FROM
BEING APPOINTED OR CONTINUING AS DIRECTORS OF
COMPANIES BY THE BOARD/MINISTRY OF CORPORATE
AFFAIRS OR ANY SUCH STATUTORY AUTHORITY.
A Certificate from the Practicing Company Secretary is received
by the Company stating that none of the directors on the board
of the Company have been debarred or disqualified from being
appointed or continuing as directors of companies by the board/
ministry of corporate affairs or any such statutory authority and
the same is annexed to this report as Annexure 2.
M. DETAILS OF FEES PAID BY THE LISTED ENTITY AND ITS
SUBSIDIARIES, ON A CONSOLIDATED BASIS, TO THE
STATUTORY AUDITOR AND ALL ENTITIES IN THE NETWORK
FIRM/NETWORK ENTITY OF WHICH THE STATUTORY
AUDITOR IS A PART.
Fee disclosures as required by Clause 10(k), Part C, Schedule V of
the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is given below.
The total fees for all services paid by Subex Limited and its
subsidiaries, on a consolidated basis, to M/s. S.R. Batliboi &
Associates LLP, Statutory Auditors and other firms in the network
entity of which the statutory auditor is a part, as included in the
consolidated financial statements of the Company for the year
ended March 31, 2023, is as follows:
(` in Lakhs)
Fees for audit and related services paid to S.R. Batliboi
& Associates LLP
88
Other fees paid to S.R. Batliboi & Associates LLP and
Affiliate firms and to entities of the network of which
the statutory auditor is a part.
-
Total fees
88
N.
DISCLOSURES IN RELATION TO THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has an Internal Complaints Committee (“the
ICC”) which meets regularly to discuss and monitor if there is
any sexual harassment in the workplace and resolves the issues
if any. During the financial year under consideration, the ICC did
not receive any complaints.
O.
CODE OF CONDUCT
In compliance with Regulation 17(5) of the SEBI (LODR)
Regulations, 2015, the Company has adopted a Code of
Conduct (the ‘Code’). This Code is applicable to the Members
of the Board, Senior Management Personnel and all employees
G.
POLICY ON ‘MATERIAL’ SUBSIDIARY COMPANIES
A policy on materiality of subsidiaries has been formulated and
the same has been posted on the website of the Company under
the link https://www.subex.com/investors/shareholder-services/.
The Annual Financial Statements of material subsidiaries are
tabled before the Audit committee and the Board.
H.
DETAILS OF MATERIAL SUBSIDIARIES OF THE COMPANY
Sr.
No.
Name of Material Subsidiary
Date of Incorporation
Place of Incorporation
Name of Auditors
Date of Appointment
of Auditors
1.
Subex (UK) Limited
30.03.2001
London, RoC of
England and Wales
Ensors Accountants LLP,
Registered in England and Wales
09.09.2008
2.
Subex (Asia Pacific) Pte Limited
29.09.2003
Singapore
MGI N RAJAN ASSOCIATES
20.03.2007
3.
Subex Assurance LLP
05.04.2017
Bangalore, India
S.R. Batliboi & Associates LLP
05.04.2017
53
Subex Annual Report 2022-23
of the Company and its subsidiaries. The Code lays down
the standard of conduct which is expected to be followed by
the Board of Directors and the designated employees in their
business dealings particularly on matters relating to integrity
in the workplace, in business practices and in dealing with
stakeholders. The Code gives guidance through examples on
the expected behavior from an employee in a given situation
and the reporting structure.
During the said financial year there were no changes made to the
Code. All the members of the Board and the Senior Management
Personnel have affirmed compliance to the Code, as at March
31, 2023. A declaration to this effect, signed by the Managing
Director & CEO forms part of this report as Annexure 3. The
Code has been posted on the Company’s website under the link
https://www.subex.com/investors/shareholder-services/.
Q. RECOMMENDATION OF THE COMMITTEES
The minutes of the meetings of all the Committees are placed
before and noted by the Board. There were no instances in the
financial year 2022-23, where the Board has not accepted any
recommendations of any Committees of the Board which is
mandatorily required.
R.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis is presented in a
separate section forming part of the Annual Report.
S.
GENERAL SHAREHOLDER INFORMATION
General shareholder information is provided in the “Shareholders’
Information” Section of the Annual Report.
T.
COMPLIANCE
WITH
CORPORATE
GOVERNANCE
REQUIREMENTS AND PRACTISING COMPANY SECRETARIES
CERTIFICATE
The Company has complied with disclosure requirements,
wherever applicable, as specified in clauses (b) to (i) of sub
regulation (2) of Regulation 46 of SEBI (LODR) Regulations, 2015
and Regulation 17 to 27 of SEBI (LODR) Regulations, 2015.
The certificate with regard to compliance of conditions on
Corporate Governance as per Clause E of Schedule V of the
SEBI (LODR) Regulations, 2015 forms part of the Board’s Report.
U.
DETAILS OF COMPLIANCE WITH MANDATORY REQUIREMENTS
AND ADOPTION OF NON-MANDATORY REQUIREMENTS
The Company is compliant with all the mandatory requirements
of SEBI (LODR) Regulations, 2015 for the financial year 2022-23.
The following non-mandatory requirements under Part E of
Schedule II of SEBI (LODR) Regulations, 2015 to the extent they
have been adopted are mentioned below:
I.
The Board
The Company appointed Mr. Anil Singhvi, Non- Independent
Director (Non-Executive, Non-Independent Director w.e.f. June
18, 2020) as the Non-Executive Chairman of the Company at its
meeting held on May 25, 2017. The Company reimburses the
expenses incurred by the Chairman for discharge of his duties
that are attributable to the Company on a regular basis pursuant
to the provisions of Regulation 27(1) of SEBI (LODR) Regulation,
2015.
II.
Shareholders’ Rights
The Company communicates with investors regularly through
emails, telephone calls and face-to-face meetings. The
Company publishes the quarterly/half-yearly/annual financial
results in leading business newspaper(s) and are also posted on
the Company’s website.
III. Modified opinion(s) in Audit Report
The Company did not receive any Modified Opinion in the Audit
Report of the Financial Statements during the financial year.
IV. Reporting of Internal Auditors
The Internal Auditors report to the Audit Committee of the
Board of Directors and are requested to be present as invitees at
the Audit Committee meetings held every quarter.
For Subex Limited
For Subex Limited
Anil Singhvi
Nisha Dutt
Chairman, Non-Executive, Non-Independent Director
CEO
DIN: 00239589
Place: Bengaluru
Place: Bengaluru
Date: August 8, 2023
Date: August 8, 2023
54
Subex Annual Report 2022-23
ANNEXURE 1
CEO and CFO certification in terms of Regulation 17 (8) of the SEBI (LODR) Regulations, 2015
To,
The Board of Directors
Subex Limited
Dear Sirs,
CEO/CFO Certification in terms of Regulation 17 (8) of the SEBI (LODR) Regulations, 2015
In terms of Regulation 17 (8) of the SEBI (LODR) Regulations, 2015, we hereby certify to the Board of Directors that:
A)
We have reviewed the financial statements and the cash flow statement of the Company for the year ended March 31, 2023 and to the
best of our knowledge and belief:
i)
These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be
misleading;
ii)
These statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting
standards, applicable laws and regulations.
B)
There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent,
illegal or violative of the Company’s Code of Conduct.
C)
We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the
effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the Auditors and the
Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have
taken or propose to take to rectify these deficiencies.
D)
We have indicated to the auditors and the Audit Committee
i)
Significant changes in internal control, if any, over financial reporting during the year;
ii)
Significant changes in accounting policies during the year, if any, and that the same has been disclosed in the notes to the financial
statements; and
iii)
Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an
employee having a significant role in the Company’s internal control system over financial reporting wherever needed.
For Subex Limited
For Subex Limited
Nisha Dutt
Sumit Kumar
CEO
Chief Financial Officer
Date: August 08, 2023
Date: August 08, 2023
Place: Bengaluru
Place: Bengaluru
55
Subex Annual Report 2022-23
ANNEXURE 2
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015)
To,
The Members of
Subex Limited
CIN L85110KA1994PLC016663
Pritech Park - SEZ, Block-09, 4th Floor,
B Wing, Sy No. 51-64/4, ORR, Bellandur Vlg,
Varthur Hobli Bengaluru-560103
We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Subex Limited having CIN -
L85110KA1994PLC016663 and having registered office at Pritech Park - SEZ, Block-09, 4th Floor, B Wing, Sy No. 51-64/4, ORR, Bellandur Vlg,
Varthur Hobli Bangalore Karnataka 560103 (hereinafter referred to as ‘the Company’), produced before us by the Company for the purpose of
issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at
the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers, we hereby certify that
none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31st March 2023 have been debarred
or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of
Corporate Affairs, or any such other Statutory Authority.
Sl No.
Name of the Director
DIN
Designation
1.
Anil Chandanmal Singhvi
00239589
Chairman - Non-Executive, Non-Independent Director
2.
Nisha Dutt
06465957
Non-Executive, Independent Director
3.
Poornima Kamalaksh Prabhu
03114937
Non-Executive, Independent Director
4.
Vinod Kumar Padmanabhan
06563872
Executive Director, MD & CEO
5.
George Zacharias
00162570
Non-Executive, Independent Director
6.
Shiva Shankar Naga Roddam
07212118
Executive Director
Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the management of the
Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future
viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.
For BMP & Co. LLP
Company Secretaries
Date: May 15, 2023
Pramod S M
Place: Bengaluru
Partner
UDIN: F007834E000304680
FCS 7834/ CP No. 13784
56
Subex Annual Report 2022-23
ANNEXURE 3
DECLARATION BY THE CEO UNDER CLAUSE D OF SCHEDULE V OF THE SEBI (LODR) REGULATIONS, 2015 REGARDING ADHERENCE TO
THE CODE OF CONDUCT
To,
The Members of Subex Limited
In accordance with Clause D of Schedule V of the SEBI (LODR) Regulations, 2015, I hereby confirm that, all the Directors and the Senior
Management personnel including me, have affirmed compliance to their respective Codes of Conduct, as applicable for the Financial Year
ended March 31, 2023.
For Subex Limited
Nisha Dutt
Place: Bengaluru
Chief Executive Officer
Date: August 8, 2023
57
Subex Annual Report 2022-23
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
SECTION A: GENERAL DISCLOSURES
I.
Details of the listed entity
1: Corporate Identity Number (CIN) of the Listed Entity
L85110KA1994PLC016663
2: Name of the Listed Entity
Subex Limited
3: Year of incorporation
1994
4: Registered office address
Pritech Park-SEZ, Block-9, 4th floor, B Wing, Survey No. 51-64/4, Outer Ring
Road, Bellandur Village, Varthur Hobli, Bengaluru- 560 103
5: Corporate address
Pritech Park-SEZ, Block-9, 4th floor, B Wing, Survey No. 51-64/4, Outer Ring
Road, Bellandur Village, Varthur Hobli, Bengaluru- 560 103
6: E-mail
investorrelations@subex.com
7: Telephone
08037451377
8: Website
https://www.subex.com/
9: Financial year for which reporting is being done
Financial Year 2022-2023
10: Name of the Stock Exchange(s) where shares are listed
BSE Limited and The National Stock Exchange of India Limited
11: Paid-up Capital
` 281 Crores
12: Name and contact details (telephone, email address) of the person who
may be contacted in case of any queries on the BRSR report
G V Krishnakanth
Company Secretary & Compliance Officer
Contact: 9900590024
Email: krishnakanth.gv@subex.com
13: Reporting boundary - Are the disclosures under this report made on a
standalone basis (i.e. only for the entity) or on a consolidated basis (i.e. for
the entity and all the entities which form a part of its consolidated financial
statements, taken together)
The information against the disclosures provided in this report by Subex
Limited are presented on a standalone basis for our operations in India,
unless specifically indicated otherwise. These disclosures pertain solely to
our performance within the Indian market.
II.
Products/services
14. Details of business activities (accounting for 90% of the turnover):
S.No.
Description of Main Activity
Description of Business Activity
% of Turnover of the entity
1
Services, and related activities
62099
99%
2
IT Software
62099
1%
15. Products/Services sold by the entity (accounting for 90% of the entity’s Turnover):
S.No.
Product/Service
NIC Code
% of total Turnover contributed
1
Sub-contracting services
62099
71%
2
Managed services
62099
9%
3
Support services
62099
9%
4
Implementation and customisation
62099
6%
5
Support services
62099
4%
6
Sale of license
62099
1%
III. Operations
16. Number of locations where plants and/or operations/offices of the entity are situated:
Location
Number of plants
Number of offices
Total
National
0
1
1
International
0
6
6
58
Subex Annual Report 2022-23
17. Markets served by the entity:
a.
Number of locations
Locations
Number
National (No. of States)
1
International (No. of Countries)
6
b. What is the contribution of exports as a percentage of the total turnover of the entity?
94%
c. A brief on types of customers
Subex Limited is a trusted partner to many of the world’s leading telecommunications companies. The Company provides solutions / products which
are useful in Revenue Assurance. Fraud Management, Network Analytics, Data Integrity Management and Partner Lifecycle Management.
IV. Employees
18. Details as at the end of Financial Year:
a.
Employees and workers (including differently abled):
S.No.
Particulars
Total (A)
Male
Female
No.(B)
%(B/A)
No. (C)
%(C/A)
EMPLOYEES
1
Permanent (D)
677
461
68.09%
216
31.91%
2
Other than Permanent (E)
84
49
58.33%
35
41.67%
3
Total employees (D + E)
761
510
67.02%
251
32.98%
WORKERS
4
Permanent (F)
0
0
0
0
0
0
Other than Permanent (G)
0
0
0
0
0
6
Total workers (F + G)
0
0
0
0
0
b. Differently abled Employees and workers:
S.No.
Particulars
Total (A)
Male
Female
No.(B)
%(B/A)
No. (C)
%(C/A)
DIFFERENTLY ABLED EMPLOYEES
1
Permanent (D)
0
0
0
0
0
2
Other than Permanent (E)
0
0
0
0
0
3
Total differently abled employees (D + E)
0
0
0
0
0
DIFFERENTLY ABLED WORKERS
4
Permanent (F)
0
0
0
0
0
5
Other than Permanent (G)
0
0
0
0
0
6
Total differently abled workers (F + G)
0
0
0
0
0
19. Participation/Inclusion/Representation of women
Total (A)
No. and percentage of Females
No.(B)
%(B/A)
Board of Directors
6
2
33.33%
Key Management Personnel
4
0
0%
59
Subex Annual Report 2022-23
20. Turnover rate for permanent employees and workers (Disclose trends for the past 3 years)
FY- 2023
(Turnover rate in current FY)
FY- 2022
(Turnover rate in previous FY)
FY- 2021
(Turnover rate in the year prior to the
previous FY)
Male
Female
Total
Male
Female
Total
Male
Female
Total
Permanent Employees
42.1%
32.3%
39%
40.8%
43.5%
41.6%
5.2%
6.7%
5.6%
Permanent Workers
0
0
0
0
0
0
0
0
0
V. Holding, Subsidiary and Associate Companies (including joint ventures)
21. (a) Names of holding / subsidiary / associate companies / joint ventures
S.No.
Name of the holding / subsidiary / associate
companies / joint ventures (A)
Indicate whether
holding/ Subsidiary/
Associate/ Joint Venture
% of shares
held by
listed entity
Does the entity indicated at column A,
participate in the Business Responsibility
initiatives of the listed entity? (Yes/No)
1
Subex Assurance LLP
Subsidiary
100%
No
2
Subex Digital LLP
Subsidiary
100%
No
3
Subex Technologies Limited
Subsidiary
100%
No
4
Subex Americas Inc.
Subsidiary
100%
No
5
Subex (UK) Limited
Subsidiary
100%
No
6
Subex Middle East (FZE)
Subsidiary
100%
No
7
Subex Bangladesh Private Limited
Subsidiary
100%
No
8
Subex Azure Holdings Inc.
Subsidiary
100%
No
9
Subex (Asia Pacific) Pte Limited
Subsidiary
100%
No
10
Subex Inc.
Subsidiary
100%
No
11
Subex Account Aggregator Services Private Limited
Subsidiary
100%
No
VI. CSR Details
22. (i) Whether CSR is applicable as per section 135 of Companies Act, 2013: (Yes/No)
No.
(ii) Turnover (in `)
` 273.52 Crores
(iii) Net worth (in `)
` 423.87 Crores
60
Subex Annual Report 2022-23
VII. Transparency and Disclosures Compliances
23. Complaints/Grievances on any of the principles (Principles 1 to 9) under the National Guidelines on Responsible Business Conduct:
Stakeholder
group from
whom complaint
is received
Grievance Redressal Mechanism in Place
(Yes/No) (If Yes, then provide web-link for
grievance redress policy)
FY- 2023 Current Financial Year
FY- 2022 Previous Financial Year
Number of
complaints
filed during
the year
Number of
complaints
pending
resolution
at close of
the year
Remarks
Number of
complaints
filed during
the year
Number of
complaints
pending
resolution
at close of
the year
Remarks
Communities
Yes. https://www.subex.com/pdf/investors/
Corporate-Governance/Subex-Global-Whistle-
blowing-Policy.pdf
-
-
-
-
Investors
(other than
shareholders)
Not Applicable
Shareholders
Yes. investorrelations@subex.com &
https://scores.gov.in/scores/
36
0
166
0
Employees and
workers
Yes. https://www.subex.com/pdf/investors/
Corporate-Governance/Subex-Global-Whistle-
blowing-Policy.pdf.
0
0
0
0
Customers
Yes, Given the enterprise B2B nature of our business, we have support teams which are put in place to proactively address any
customer issues. These complaints are addressed as per the process laid down.
Value Chain
Partners
Yes. https://www.subex.com/pdf/investors/Corporate-Governance/Subex-Global-Whistle-blowing-Policy.pdf. Also we have support
teams which are put in place to proactively address any customer issues. These complaints are addressed as per the process laid down.
Other (please
specify)
Not Applicable
24. Overview of the entity’s material responsible business conduct issues
Please indicate material responsible business conduct and sustainability issues pertaining to environmental and social matters that present
a risk or an opportunity to your business, rationale for identifying the same, approach to adapt or mitigate the risk along-with its financial
implications, as per the following format
S.No.
Material issue
identified
Indicate
whether risk or
opportunity (R/O)
Rationale for identifying the risk /
opportunity
In case of risk, approach to
adapt or mitigate
Financial implications of
the risk or opportunity
(Indicate positive or
negative implications)
1
Increasing incidents
of cybersecurity
threats and data
breaches
Opportunity / Risk
Opportunity
•
Increasing revenue from our
cybersecurity products
•
Being recognised as a leader
in the cybersecurity space will
increase client confidence.
Risk
•
Reputational risk and liability
in case of cyber security
incidents.
At Subex, we are committed to
be seen as a leader in the cyber
security space. Our employees
are constantly trained on the
emerging technologies so that
we are well placed to address
changes due to evolution of
technology. We are also building
a strong suite of cyber security
products which can help address
these threats for our clients.
Positive:
Be
recognised
as a leading player in
cybersecurity space, to win
new client contracts and
add new revenue streams.
2
Changing
expectations of
workplace
Opportunity / Risk
Opportunity
•
Creating a great employee
experience in all our workplaces
to attract talent globally.
•
Recruiting a world class talent
pool that is capable of delivering
projects productively.
Risk
•
Increasing
preferences
for
work from home opportunities
can hamper our ability to
attract and retain best talent.
We have various employee
friendly initiatives at our
workplaces to ensure well being
of employees.
Positive: Improved
employee morale will
improve productivity and
increase revenues.
61
Subex Annual Report 2022-23
SECTION B: MANAGEMENT AND PROCESS DISCLOSURES
This section is aimed at helping businesses demonstrate the structures, policies and processes put in place towards adopting the NGRBC
Principles and Core Elements.
The National Guidelines on Responsible Business Conduct (NGRBC) released by the Ministry of Corporate Affairs has updated and adopted
nine areas of Business Responsibility. These are briefly as under:
P1
Businesses should conduct and govern themselves with integrity and in a manner that is ethical, transparent and accountable
P2
Businesses should provide goods and services in a manner that is sustainable and safe
P3
Businesses should respect and promote the well-being of all employees, including those in their value chains
P4
Businesses should respect the interests of and be responsive to all its stakeholders
P5
Businesses should respect and promote human rights
P6
Businesses should respect and make efforts to protect and restore the environment
P7
Businesses, when engaging in influencing public and regulatory policy, should do so in a manner that is responsible and transparent
P8
Businesses should promote inclusive growth and equitable development
P9
Businesses should engage with and provide value to their consumers in a responsible manner
Disclosure Questions
P1
P2
P3
P4
P5
P6
P7
P8
P9
Policy And Management Processes
1. a. Whether your entity’s policy/policies cover
each principle and its core elements of the
NGRBCs. (Yes/No)
Yes
b. Has the policy been approved by the Board?
(Yes/No)
Yes
c. Web Link of the Policies, if available
https://www.subex.com/investors/shareholder-services/
2. Whether the entity has translated the policy into
procedures. (Yes / No)
Yes
3. Do the enlisted policies extend to your value
chain partners? (Yes/No)
Yes
4. Name of the national and international codes/
certifications/labels/
standards
(e.g.
Forest
Stewardship
Council,
Fairtrade,
Rainforest
Alliance, Trustea) standards (e.g. SA 8000, OHSAS,
ISO, BIS) adopted by your entity and mapped to
each principle.
ISO
ISO
Relevant
Labour
laws
ISO
Relevant
Labour
laws
EMS as
part of
ISO
Relevant
Legal
laws
Relevant
Legal
laws
ISO
27001:2013
5. Specific commitments, goals and targets set by
the entity with defined timelines, if any.
Subex Limited is committed to taking proactive steps towards environmental sustainability. We have set a
specific and ambitious goal to achieve Net-Zero emissions by the year 2035. This target encompasses all
aspects of emissions, including Scope 1, Scope 2, and Scope 3 emissions.
6. Performance of the entity against the specific
commitments, goals and targets along-with
reasons in case the same are not met.
At Subex Limited, we consider the performance against our specific commitments, goals, and targets as
an integral part of our sustainability journey. We follow a structured approach to review and monitor the
progress of each principle and associated objectives, which is led by various committees as applicable, and
overseen by our Management and Board of Directors.
Governance, leadership and oversight
7: Statement by director responsible for the
business responsibility report, highlighting ESG
related challenges, targets and achievements
(listed entity has flexibility regarding the placement
of this disclosure)
The Company is committed to integrating environmental, social and governance (ESG) principles into its
businesses which is central to improving the quality of life of the stakeholders it serves. The Company is
committed to conducting beneficial and fair business practices to benefit the labour force, human capital and
the communities it serves. It provides employees and business associates with working conditions that are
clean, safe, healthy and fair.
However, as with any commitment, challenges are inevitable. The complexity of the business landscape,
evolving regulations, and external factors sometimes pose hurdles. Yet, we view these challenges as
opportunities to innovate, collaborate, and improve. By addressing these challenges head-on, we learn,
adapt, and reinforce our commitment to ESG principles.
Our dedication to ESG principles is reflected not only in our words but in our actions. We are committed
to transparently sharing our progress, challenges, and successes as we strive to create lasting value for our
stakeholders while leaving a positive impact on society and the environment.
Thank you for your trust and support as we continue on this important journey.
62
Subex Annual Report 2022-23
8: Details of the highest authority responsible for
implementation and oversight of the Business
Responsibility policy (ies).
At Subex Limited, the implementation and oversight of our Business Responsibility policies are entrusted
to our Chief Executive Officer.
9: Does the entity have a specified Committee
of the Board/ Director responsible for decision
making on sustainability related issues? (Yes / No).
If yes, provide details.
No, Subex Limited does not have a specified Committee of the Board or Director solely dedicated to
sustainability-related issues.
The Board provides valuable direction and guidance to the Management team to ensure that safety and
sustainability aspects are thoroughly considered in all new strategic initiatives, budget allocations, audit
actions, and improvement plans.
10: Details of Review of NGRBCs by the Company:
Subject for Review
Indicate whether review was undertaken by Director
/ Committee of the Board/ Any other Committee
Frequency (Annually/ Half yearly/ Quarterly/ Any
other – please specify)
P1
P2
P3
P4
P5
P6
P7
P8
P9
P1
P2
P3
P4
P5
P6
P7
P8
P9
Performance against above policies and
follow up action
As a practice, policies on Business Responsibility of
the Company are reviewed periodically or on a need
basis by the Senior Leadership Team including the
CEO. During the review, the efficacy of the policies
is reviewed and necessary changes to policies &
procedures are implemented
Half yearly
Compliance with statutory requirements of
relevance to the principles, and, rectification
of any non-compliances
The Company is in compliance with the existing
regulations as applicable and a Statutory Compliance
Certificate on applicable laws is provided to the Board
of Directors
Half yearly
P1
P2
P3
P4
P5
P6
P7
P8
P9
11. Has the entity carried out independent assessment/
evaluation of the working of its policies by an external
agency? (Yes/No). If yes, provide name of the agency.
The Company has various policies in place which are reviewed from time to time by the Board,
its Committees and Senior Management. Further, the above policies and processes may be
subject to regulatory compliances and changes, as applicable.
SECTION C: PRINCIPLE WISE PERFORMANCE DISCLOSURE
This section is aimed at helping entities demonstrate their performance in integrating the Principles and Core Elements with key processes and
decisions. The information sought is categorized as “Essential” and “Leadership”. While the essential indicators are expected to be disclosed by
every entity that is mandated to file this report, the leadership indicators may be voluntarily disclosed by entities which aspire to progress to a
higher level in their quest to be socially, environmentally and ethically responsible.
PRINCIPLE 1 Businesses should conduct and govern themselves with integrity, and in a manner that is Ethical, Transparent and Accountable.
Essential Indicators
1.
Percentage coverage by training and awareness programmes on any of the Principles during the financial year:
Segment
Total number of
training and awareness
programmes held
Topics / principles covered under the training and its
impact
% age of persons in respective
category covered by the awareness
programmes
Board of Directors
During the year, the Board of Directors of the Company invested their time on various updates pertaining to the business,
regulations, environmental, social, governance etc. These topics comprise insights on the said Principles
Key Managerial Personnel
1
All training are done through our online portal. It is
mandatory for all employees to attend available trainings
on an ongoing process for their career progression
1. Code of Conduct
2. Whistleblower Policy
3. Prevention of Sexual Harassment at the Workplace
100%
Employees other than
BoD and KMPs
1
All training are done through our online portal. It is
mandatory for all employees to attend available trainings
on an ongoing process for their career progression
1. Code of Conduct
2. Whistleblower Policy
3. Prevention of Sexual Harassment at the Workplace
100%
Workers
Not Applicable
63
Subex Annual Report 2022-23
2. Details of fines / penalties /punishment/ award/ compounding fees/ settlement amount paid in proceedings (by the entity or by directors
/ KMPs) with regulators/ law enforcement agencies/ judicial institutions, in the financial year, in the following format (Note: the entity
shall make disclosures on the basis of materiality as specified in Regulation 30 of SEBI (Listing Obligations and Disclosure Obligations)
Regulations, 2015 and as disclosed on the entity’s website):
There have been no proceedings against the company by regulators/ law enforcement agencies/ judicial institutions in the financial year.
3. Of the instances disclosed in Question 2 above, details of the Appeal/ Revision preferred in cases where monetary or non-monetary
action has been appealed.
Not Applicable
4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available, provide a web-link to the
policy.
Yes, Subex Limited has a stringent anti-corruption and anti-bribery policy that reflects our unwavering commitment to ethical business practices. We
maintain a zero-tolerance stance toward any form of non-conformity with our Code of Conduct, which is a comprehensive framework guiding the
behaviour of our employees across all locations.
Our Code of Conduct and Whistle Blower policy have been designed to encompass a wide spectrum of stakeholders, including employees, contractors,
suppliers, and other relevant parties. These policies set clear guidelines and expectations for preventing corruption, bribery, and unethical practices
within our operations. Our employees are expected to uphold the highest standards of integrity and transparency in all their interactions, both within the
organization and with external stakeholders. The Code of Conduct emphasizes the importance of fairness, honesty, and accountability in our business
dealings.
Through these policies and practices, Subex Limited strives to foster a culture of ethical behaviour, integrity, and responsible business conduct, ensuring
that our operations are aligned with the highest standards of compliance and transparency.
Weblink to anti corruption or anti bribery policy - https://www.subex.com/investors/shareholder-services/
5. Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law enforcement agency for the
charges of bribery/ corruption:
There have been no cases involving disciplinary action taken by any law enforcement agency for the charges of bribery / corruption against directors / KMP
/ employees / workers that have been brought to our attention for the current financial year as well as for the previous year.
6. Details of complaints with regard to conflict of interest:
At Subex Limited, we are fully committed to addressing issues related to conflicts of interest with the utmost seriousness and dedication. We understand
the importance of maintaining an environment free from such concerns and continuously strive to take proactive measures to prevent and manage
conflicts of interest.
7.
Provide details of any corrective action taken or underway on issues related to fines / penalties / action taken by regulators/ law
enforcement agencies/ judicial institutions, on cases of corruption and conflicts of interest.
NIL
PRINCIPLE 2 Businesses should provide goods and services in a manner that is sustainable and safe
Essential Indicators
1.
Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the environmental and social impacts
of product and processes to total R&D and capex investments made by the entity, respectively.
NIL
2
Does the entity have procedures in place for sustainable sourcing?
Yes. The Company has developed process for vendor selection. This includes various principles and guidelines such as Safety, Health and Environment
Policy, Legal Compliance, adherence to Code of Conduct, etc.
3
Describe the processes in place to safely reclaim your products for reusing, recycling and disposing at the end of life, for (a) Plastics
(including packaging) (b) E-waste (c) Hazardous waste and (d) other waste.
Yes, all types of waste which are generated in-house are handed over to the authorized vendor for recycling. Subex is based in a technology park and all
the environment related reports are submitted to the prescribed authority by the Owner of the park. Subex co-operates with the owner and the vendors
towards ensuring the timely recycling of waste. Being environmentally cautious and waste sensitive, over 93% of the waste is managed, with less than 7%
going into landfills.
64
Subex Annual Report 2022-23
4
Whether Extended Producer Responsibility (EPR) is applicable to the entity’s activities (Yes / No). If yes, whether the waste collection plan is
in line with the Extended Producer Responsibility (EPR) plan submitted to Pollution Control Boards? If not, provide steps taken to address
the same
No
PRINCIPLE 3 Businesses should respect and promote the well-being of all employees, including those in their value chains
Essential Indicators
1.
a.
Details of measures for the well-being of employees:
Category
% of employees covered by
Total (A)
Health insurance
Accident insurance
Maternity benefits
Paternity Benefits
Day Care facilities
Number
(B)
% (B/A)
Number
(C)
% (C/A)
Number
(D)
% (D/A)
Number
(E)
% (E/A)
Number
(F)
% (F/A)
Permanent employees
Male
461
461
100%
461
100%
0
0%
461
100%
0
0%
Female
216
216
100%
216
100%
216
100%
0
0%
0
0%
Total
677
677
100%
677
100%
216
100%
461
100%
0
0%
Other than Permanent employees
Male
49
49
100%
0
0%
0
0%
49
100%
0
0%
Female
35
35
100%
0
0%
35
100%
0
0%
0
0%
Total
84
84
100%
0
0%
35
100%
49
100%
0
0%
b. Details of measures for the well-being of workers:
Category
% of workers covered by
Total (A)
Health insurance
Accident insurance
Maternity benefits
Paternity Benefits
Day Care facilities
Number
(B)
% (B/A)
Number
(C)
% (C/A)
Number
(D)
% (D/A)
Number
(E)
% (E/A)
Number
(F)
% (F/A)
Permanent workers
Male
0
0
0%
0
0%
0
0%
0
0%
0
0%
Female
0
0
0%
0
0%
0
0%
0
0%
0
0%
Total
0
0
0%
0
0%
0
0%
0
0%
0
0%
Other than Permanent workers
Male
0
0
0%
0
0%
0
0%
0
0%
0
0%
Female
0
0
0%
0
0%
0
0%
0
0%
0
0%
Total
0
0
0%
0
0%
0
0%
0
0%
0
0%
2. Details of retirement benefits, for Current FY and Previous Financial Year.
Benefits
FY-2023 Current Financial Year
FY-2022 Previous Financial Year
No. of employees
covered as a % of
total employees
No. of workers
covered as a % of
total workers
Deducted and
deposited with the
authority (Y/N/N.A.)
No. of employees
covered as a % of
total employees
No. of workers
covered as a % of
total workers
Deducted and
deposited with the
authority (Y/N/N.A.)
PF
89.1%
0
Y
97.2%
0
Y
Gratuity
89%
0
Y
97.2%
0
Y
ESI
Not Applicable
3. Accessibility of workplaces
Are the premises / offices of the entity accessible to differently abled employees and workers, as per the requirements of the Rights of
Persons with Disabilities Act, 2016? If not, whether any steps are being taken by the entity in this regard.
Yes, Subex Limited is committed to ensuring inclusivity and accessibility for all employees, including those with disabilities, in alignment with the
requirements outlined in the Rights of Persons with Disabilities Act, 2016. Our premises, located within a tech park, have been selected to provide a
conducive environment for all individuals, including differently abled employees and workers.
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Subex Annual Report 2022-23
4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so, provide a web-link to the
policy.
Yes. The Company is governed by the Code of Conduct whereby all the employees and those eligible are provided with equal opportunities. The Company
is committed to an inclusive work culture without any discrimination on the grounds of race, caste, religion, colour, marital status, gender, sex, age,
nationality, ethnic origin, disability and such other grounds as prescribed and protected by the applicable laws.
5. Return to work and Retention rates of permanent employees and workers that took parental leave.
Permanent employees
Permanent workers
Gender
Return to work rate
Retention rate
Return to work rate
Retention rate
Male
100%
100%
NA
NA
Female
100%
100%
NA
NA
Total
6. Is there a mechanism available to receive and redress grievances for the following categories of employees and worker? If yes, give details
of the mechanism in brief.
Yes/No (If Yes, then give details of the mechanism in brief)
Permanent Workers
NA
Other than Permanent Workers
NA
Permanent Employees
Yes. We have a Global redressal policy which is accessible by all employees of the company
Other than Permanent Employees
7.
Membership of employees and worker in association(s) or Unions recognised by the listed entity:
None of our employees are part of any employee union or association.
8. Details of training given to employees and workers:
Category
FY-2023 Current Financial Year
FY-2022 Previous Financial Year
Total (A)
On Health and safety
measures
On Skill upgradation
Total (D)
On Health and safety
measures
On Skill upgradation
No. (B)
% (B/A)
No. (C)
% (C/A)
No. (E)
% (E/D)
No. (F)
% (F/D)
Employees
Male
461
461
100%
461
100%
142
142
100%
142
100%
Female
216
216
100%
216
100%
64
64
100%
64
100%
Total
677
677
100%
677
100%
206
206
100%
206
100%
Workers
Male
0
0
0%
0
0%
0
0
0%
0
0%
Female
0
0
0%
0
0%
0
0
0%
0
0%
Total
0
0
0%
0
0%
0
0
0%
0
0%
9. Details of performance and career development reviews of employees and worker:
Category
FY-2023 Current Financial Year
FY-2022 Previous Financial Year
Total (A)
No. (B)
% (B / A)
Total (C)
No. (D)
% (D / C)
Employees
Male
461
461
100%
142
142
100%
Female
216
216
100%
64
64
100%
Total
677
677
100%
206
206
100%
Workers
Male
0
0
0%
0
0
0%
Female
0
0
0%
0
0
0%
Total
0
0
0%
0
0
0%
66
Subex Annual Report 2022-23
10: Health and safety management system:
a.
Whether an occupational health and safety management system has been implemented by the entity? (Yes/ No). If yes, the coverage
such system?
No, the nature of our business does not involve inherent occupational health and safety hazards, however we are committed to prioritising the well-
being of our employees. We carry out relevant trainings from time to time.
b. What are the processes used to identify work-related hazards and assess risks on a routine and non-routine basis by the entity?
Not Applicable
c. Whether you have processes for workers to report the work related hazards and to remove themselves from such risks. (Y/N)
Not Applicable
d. Do the employees/ worker of the entity have access to non-occupational medical and healthcare services? (Yes/ No)
Not Applicable
11. Details of safety related incidents, in the following format:
There were no instances of safety related incidents at Subex Limited
12. Describe the measures taken by the entity to ensure a safe and healthy work place.
Subex Limited is committed to fostering a safe and healthy work environment through a range of initiatives. These include proactive measures such as
mental health sessions, emotional wellness sessions, yoga sessions, financial wellness programs, oral wellness programs, and managing sessions. These
initiatives aim to promote the overall well-being of our employees and contribute to a positive workplace atmosphere.
13. Number of Complaints on the following made by employees and workers:
FY-2023 Current Financial Year
FY-2022 Previous Financial Year
Filed during the
year
Pending resolution
at the end of year
Remarks
Filed during the
year
Pending resolution
at the end of year
Remarks
Working Conditions
0
0
0
0
Health & Safety
0
0
0
0
14. Assessments for the year:
% of your plants and offices that were assessed (by entity or statutory authorities or third parties)
Health & Safety Practices
Even though we have not formally conducted any assessment, since we are based in a tech park, the
premises meets all required regulatory guidelines
Working Conditions
15. Provide details of any corrective action taken or underway to address safety-related incidents (if any) and on significant risks / concerns
arising from assessments of health & safety practices and working conditions.
Subex Limited does not have any safety-related incidents or significant risks/concerns related to health and safety practices and working conditions that
require corrective action. Our commitment to maintaining a safe and healthy work environment remains steadfast, and we continue to uphold rigorous
standards to prevent incidents and address any concerns promptly.
67
Subex Annual Report 2022-23
PRINCIPLE 4: Businesses should respect the interests of and be responsive to all its stakeholders
Essential Indicators
1.
Describe the processes for identifying key stakeholder groups of the entity
At Subex Limited, we recognize the significance of engaging with a diverse range of stakeholders who play a pivotal role in shaping our operations and
influencing our decisions. Our process for identifying key stakeholder groups is structured to encompass both internal and external stakeholders who hold
a direct impact on our company.
Our engagement strategy begins by categorizing stakeholders into internal and external groups. This segmentation helps us understand the distinct
perspectives and expectations of each group, enabling us to tailor our engagement efforts accordingly.
For our internal stakeholders, which include our employees, we prioritize fostering a positive work environment, providing growth opportunities, and
ensuring their well-being. We acknowledge that their dedication and contributions are vital to our success, and we are committed to creating an inclusive
and supportive workplace for them.
Externally, we have identified key stakeholder groups that hold immediate influence on our operations. These groups encompass shareholders, customers,
communities, suppliers, partners, and vendors. We recognize the importance of transparent communication and engagement with these stakeholders to
build strong relationships, understand their needs, and address their concerns effectively.
2. List stakeholder groups identified as key for your entity and the frequency of engagement with each stakeholder group.
Stakeholder Group
Whether
identified as
Vulnerable &
Marginalized
Group (Yes/No)
Channels of communication (Email, SMS,
Newspaper, Pamphlets, Advertisement,
Community Meetings, Notice Board,
Website), Other
Frequency of
engagement
(Annually/ Half
yearly/ Quarterly
/ others – please
specify)
Purpose and scope of engagement
including key topics and concerns
raised during such engagement
Shareholders
No
Annual General Meeting, Shareholder meets,
email, Stock Exchange intimations, investor/
analysts meet/ conference calls, annual
report, quarterly results, media releases and
Company/SE website
Ongoing
Share price appreciation, dividends,
profitability
and
financial
stability,
growth prospects
Employees
No
Senior leaders’ communication/talk / forum,
Employee Communication, goal setting
and
performance
appraisal
meetings/
review, wellness initiatives, engagement
survey, email, intranet, websites, poster
campaigns, circulars, quarterly publication
and newsletters
Ongoing
Responsible
Care,
innovation,
operational efficiencies, improvement
areas, long- term strategy plans, training
and awareness, brand communication,
health, safety and engagement initiatives
Customers
No
Website, distributor / direct customer, senior
leader-customer meets / visits, customer
plant visits, Dealer’s meet, trade body
membership,
complaints
management,
helpdesk, conferences, customer surveys.
Ongoing
Product
quality
and
availability,
responsiveness to needs, after sales
service,
responsible
guidelines
/
manufacturing,
climate
change
disclosures, Safety awareness.
Suppliers / Partners
No
Prequalification/ vetting, communication
and partnership meets, plant visits, MoU
and framework agreements, professional
networks, contract management/ review, on
site presentations, satisfaction surveys
Ongoing
Quality, timely delivery and payments,
ESG
consideration
(sustainability,
safety checks, compliances, ethical
behaviour),
collaboration
and
digitalisation opportunities
Communities
No
Meets of community / local authorities
/ location heads, community projects,
partnership with local charities, volunteerism,
seminars/ conferences, CSR Partner’s meet
Ongoing
Community
development,
disaster
relief, Education, Skill development, etc.
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Subex Annual Report 2022-23
PRINCIPLE 5 Businesses should respect and promote human rights
Essential Indicators
1.
Employees and workers who have been provided training on human rights issues and policy(ies) of the entity, in the following format:
Category
FY-2023 Current Financial Year
FY-2022 Previous Financial Year
Total (A)
No. of employees /
workers covered (B)
% (B / A)
Total (C)
No. of employees /
workers covered (D)
% (D / C)
Employees
Permanent
677
677
100%
206
206
100%
Other than Permanent
84
84
100%
6
6
100%
Total Employees
761
761
100%
212
212
100%
Workers
Permanent
0
0
0%
0
0
0%
Other than Permanent
0
0
0%
0
0
0%
Total Workers
0
0
0%
0
0
0%
2. Details of minimum wages paid to employees and workers, in the following format:
Category
FY-2023 Current Financial Year
FY-2022 Previous Financial Year
Total (A)
Equal to Minimum
Wage
More than Minimum
Wage
Total (D)
Equal to Minimum
Wage
More than Minimum
Wage
No. (B)
% (B/A)
No. (C)
% (C/A)
No. (E)
% (E/D)
No. (F)
% (F/D)
Employees
Permanent
Male
461
0
0%
461
100%
142
0
0%
142
100%
Female
216
0
0%
216
100%
64
0
0%
64
100%
Other than Permanent
Male
49
0
0%
49
100%
2
0
0%
2
100%
Female
35
0
0%
35
100%
4
0
0%
4
100%
Workers
Permanent
Male
0
0
0%
0
0%
0
0
0%
0
0%
Female
0
0
0%
0
0%
0
0
0%
0
0%
Other than Permanent
Male
0
0
0%
0
0%
0
0
0%
0
0%
Female
0
0
0%
0
0%
0
0
0%
0
0%
3. Details of remuneration/salary/wages, in the following format:
Male
Female
Number
Median remuneration/ salary/
wages of respective category
Number
Median remuneration/ salary/
wages of respective category
Board of Directors (BoD)*
6
` 3,17,50,000
2
-*-
Key Managerial Personnel**
4
` 1,65,00,000
0
-
Employees other than BoD and KMP
457
` 12,00,000
216
` 8,50,000
Workers
Not Applicable
*Only Executive Directors are considered for median calculation.
Note : Details include persons who are Executive Directors holding the positions of Managing Director and Whole Time Director.
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Subex Annual Report 2022-23
4. Do you have a focal point (Individual/ Committee) responsible for addressing human rights impacts or issues caused or contributed to by
the business? (Yes/No)
Yes, at Subex Limited, we take human rights impacts and issues seriously and have established a dedicated focal point to address them effectively. Our
approach to addressing human rights impacts is guided by our global grievance policy, which ensures that we uphold human rights standards across our
operations.
5. Describe the internal mechanisms in place to redress grievances related to human rights issues.
At Subex Limited, we are fully committed to addressing human rights issues and grievances in a prompt, fair, and effective manner. To ensure that
individuals who are affected by our operations have a reliable and transparent channel to voice their concerns, we have established internal mechanisms
guided by our global grievance policy.
6. Number of Complaints on the following made by employees and workers:
FY-2023 Current Financial Year
FY-2022 Previous Financial Year
Filed during
the year
Pending resolution at
the end of year
Remarks
Filed during
the year
Pending resolution at
the end of year
Remarks
Sexual Harassment
0
0
0
0
Discrimination at workplace
0
0
0
0
Child Labour
0
0
0
0
Forced Labour/Involuntary Labour
0
0
0
0
Wages
0
0
0
0
Other human rights related issues
0
0
0
0
7.
Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases.
At Subex Limited, we are committed to fostering a work environment that is inclusive, respectful, and free from discrimination and harassment. We
recognize the importance of preventing adverse consequences for complainants in cases of discrimination and harassment, and we have implemented
robust mechanisms to achieve this goal. Our comprehensive policies, including the Prevention of Sexual Harassment at Workplace policy, Grievance
policy, and Equal Employment policy, are integral to our commitment to addressing discrimination and harassment. These policies provide clear guidelines
for promoting a safe and respectful workplace, preventing discriminatory practices, and addressing any grievances that may arise.
8. Do human rights requirements form part of your business agreements and contracts? (Yes/No)
No, currently human rights requirements are not explicitly incorporated into our business agreements and contracts. However, we recognize the
importance of upholding human rights across our value chain and actively encourage our partners and stakeholders to comply with human rights
standards.
9. Assessments for the year:
% of your plants and offices that were assessed (by entity or statutory authorities or third parties)
Child labour
100%
Forced/involuntary labour
100%
Sexual harassment
100%
Discrimination at workplace
100%
Wages
100%
10. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from the assessments at
Question 9 above.
No corrective actions are required as no significant risks or concerns were identified from the assessments conducted in response to Question 9.
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Subex Annual Report 2022-23
PRINCIPLE 6: Businesses should respect and make efforts to protect and restore the environment
Essential Indicators
1.
Details of total energy consumption (in Joules or multiples) and energy intensity, in the following format:
Parameter
FY-2023
Current Financial Year
FY-2022
Previous Financial Year
Total electricity consumption (A)
504 GJ
453.60 GJ
Total fuel consumption (B)
957.25 GJ
861.53 GJ
Energy consumption through other sources (C)
0 GJ
0 GJ
Total energy consumption (A+B+C)
1461.25 GJ
1315.13 GJ
Energy intensity per rupee of turnover (Total energy consumption/ turnover in rupees)
5.34 GJ/Cr
19.24 GJ/Cr
Energy intensity (optional) – the relevant metric may be selected by the entity
NA
2. Does the entity have any sites / facilities identified as designated consumers (DCs) under the Performance, Achieve and Trade (PAT)
Scheme of the Government of India? (Y/N) If yes, disclose whether targets set under the PAT scheme have been achieved. In case targets
have not been achieved, provide the remedial action taken, if any.
Not Applicable
3. Provide details of the following disclosures related to water, in the following format:
Parameter
FY-2023
Current Financial Year
FY-2022
Previous Financial Year
Water withdrawal by source (in kilolitres)
(i) Surface water
0
0
(ii) Groundwater
4500
4000
(iii)Third party water
0
0
(iv)Seawater / desalinated water
0
0
(v)Others
0
0
Total volume of water withdrawal(in kilolitres) (i + ii + iii + iv + v)
4500
4000
Total volume of water consumption (in kilolitres)
4500
4000
Water intensity per rupee of turnover (Water consumed / turnover)
16.45Kl/Cr
58.51 Kl/Cr
Water intensity (optional) – the relevant metric may be selected by the entity
NA
4. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its coverage and implementation.
Not Applicable
5. Please provide details of air emissions (other than GHG emissions) by the entity, in the following format:
Not Applicable
6. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in the following format:
Parameter
Unit
FY-2023
Current Financial Year
FY-2022
Previous Financial Year
Total Scope 1 Emissions (Break-up of the GHG into CO2, CH4, N2O, HFCs, PFCs,
SF6, NF3, if available)
tCO2e
66.91
60.219
Total Scope 2 Emissions (Break-up of the GHG into CO2, CH4, N2O, HFCs,
PFCs, SF6, NF3, if available)
tCO2e
100.10
90.09
Total Scope 1 and Scope 2 emissions per rupee of turnover
tCO2e/INR
Crore
0.61
2.20
Total Scope 1 and Scope 2 emission intensity (optional) – the relevant metric
may be selected by the entity
NA
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Subex Annual Report 2022-23
7.
Does the entity have any project related to reducing Green House Gas emission? If Yes, then provide details.
While Subex Limited occupies a rented space in a tech park, we are in constant discussion with builder of the facility to reduce Greenhouse Gas (GHG)
emissions associated with the building. These efforts align with our commitment to environmental sustainability and contribute to the reduction of our
carbon footprint.
8. Provide details related to waste management by the entity, in the following format:
(a) Total Waste generated (in metric tonnes)
Parameter
FY-2023
Current Financial Year
FY-2022
Previous Financial Year
Total Waste generated (in metric tonnes)
Plastic waste (A)
All relevant types of waste which are generated in-house are handed over to
the authorized vendor for recycling. Subex is based in a technology park and
all the environment related reports are submitted to the prescribed authority
by the Owner of the park. Subex co-operates with the owner and the vendors
towards ensuring the timely recycling of waste.
E-waste (B)
Bio-medical waste (C)
Construction and demolition waste (D)
Battery waste (E)
Radioactive waste (F)
Other Hazardous waste. Please specify, if any (G)
Other Non-hazardous waste generated (H). Please specify, if any.
(Break-up by composition i.e. by materials relevant to the sector)
Total (A+B + C + D + E + F + G + H)
9. Briefly describe the waste management practices adopted in your establishments. Describe the strategy adopted by your company to
reduce usage of hazardous and toxic chemicals in your products and processes and the practices adopted to manage such wastes.
As a software product Company, the impact that the Company has on the environment from its own operations is relatively low when compared to
companies in other industries. However, the Company recognizes that it still has a role to play in reducing the impact that global business has on the
environment. Subex is committed to following the best practices to reduce utilization of power, natural resources like water and limited E-Waste disposal,
executed through government recognized agencies. Though Subex does not fall under the category of manufacturing products and services impacting
the environment, we implement few of the best practices with minimal investments through a five-year plan - agreement with an industry stalwart having
expertise in energy conservation. This investment thereby results in monetary benefits / savings month on month, helping us recover the invested amount
in few months, ensuring continued savings through this initiative.
Subex aims to reduce its impact on the environment by:
1.
Monitoring the level of water and energy used along with the waste produced.
2.
Targeting a reduction in the use of plastics, electricity and water, along with an increase in amount of waste that is recycled/ reused etc.
3.
Increasing the awareness on environment safety and engagement of employees in such measures.
4.
Adopting sustainable practices designed to ensure the health and safety of Subex’s employees, stakeholders, and the environment.
5.
Operating its business in compliance of applicable environmental laws and regulations.
10. If the entity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife sanctuaries, biosphere reserves,
wetlands, biodiversity hotspots, forests, coastal regulation zones etc.) where environmental approvals / clearances are required, please
specify details in the following format:
Not Applicable
11. Details of environmental impact assessments of projects undertaken by the entity based on applicable laws, in the current financial year:
Not Applicable
12. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India; such as the Water (Prevention and Control
of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment protection act and rules thereunder (Y/N). If not, provide
details of all such non-compliances, in the following format:
Not Applicable
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Subex Annual Report 2022-23
PRINCIPLE 7 Businesses, when engaging in influencing public and regulatory policy, should do so in a manner that is responsible and
transparent
Essential Indicators
1.
a.
Number of affiliations with trade and industry chambers/ associations.
3
b. List the top 10 trade and industry chambers/ associations (determined based on the total members of such body) the entity is a
member of/ affiliated to.
S.
No.
Name of the trade and industry chambers/ associations
Reach of trade and industry chambers/ associations
(State/National)
1
FKCCI (Federation of Karnataka Chambers of Commerce and Industry)
State
2
Confederation of Indian Industry (CII)
National
3
Karnataka and DSCI (Data Security Council of India)
State
2. Provide details of corrective action taken or underway on any issues related to anticompetitive conduct by the entity, based on adverse
orders from regulatory authorities.
Name of authority
Brief of the case
Corrective action taken
Not applicable. No action needed.
PRINCIPLE 8 Businesses should promote inclusive growth and equitable development
Essential Indicators
1.
Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in the current financial year.
Not Applicable
2. Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being undertaken by your entity, in the
following format:
Not Applicable
3. Describe the mechanisms to receive and redress grievances of the community.
At Subex Limited, we value the input and concerns of the communities in which we operate and are committed to maintaining open lines of communication
with community leaders. We have established a mechanism that enables us to engage with community leaders to understand their concerns and address
them effectively. Our engagement with community leaders serves as a platform for us to learn from their insights and feedback, and to collaboratively
explore solutions to any issues that may arise. This approach helps us foster positive relationships and contribute to the well-being of the communities
we are a part of. More details can be found at https://www.subex.com/pdf/investors/Corporate-Governance/Subex-Global-Whistle-blowing-Policy.pdf
4. Percentage of input material (inputs to total inputs by value) sourced from suppliers:
FY-2023
Current Financial Year
FY-2022
Previous Financial Year
Directly sourced from MSMEs/ small producers
9
14
Sourced directly from within the district and neighbouring districts
Data not available
Data not available
73
Subex Annual Report 2022-23
PRINCIPLE 9 Businesses should engage with and provide value to their consumers in a responsible manner
Essential Indicators
1.
Describe the mechanisms in place to receive and respond to consumer complaints and feedback.
At Subex Limited, we are dedicated to delivering exceptional products and services to our customers and value their feedback as an important source of
improvement. We have established user-friendly mechanisms to receive and respond to consumer complaints and feedback effectively.
Customers seeking to connect with us can utilize our ‘Contact Us’ page on our official website. Additionally, we have set up an email address,
info@subex.com, through which customers can communicate their queries, complaints, and suggestions.
We take all customer feedback seriously and are committed to responding promptly and professionally. Our customer support teams are well-equipped to
address a wide range of inquiries, and we ensure that each communication is acknowledged and addressed in a timely manner.
2. Turnover of products and/ services as a percentage of turnover from all products/service that carry information about:
Not applicable as the Company does not have specific consumer product or product range
3. Number of consumer complaints in respect of the following:
FY-2023 Current Financial Year
FY-2022 Previous Financial Year
Received
during the year
Pending
resolution at
end of year
Remarks
Received
during the year
Pending
resolution at
end of year
Remarks
Data privacy
0
0
0
0
Advertising
0
0
0
0
Cyber-security
0
0
0
0
Delivery of essential services
0
0
0
0
Restrictive Trade Practices
0
0
0
0
Unfair Trade Practices
0
0
0
0
Other
0
0
0
0
4. Details of instances of product recalls on account of safety issues:
Not Applicable as there have been no instances of product recalls on account of safety issues.
5. Does the entity have a framework/ policy on cyber security and risks related to data privacy? (Yes/No) If available, provide a web-link of
the policy.
Yes. Subex views security as a multi-dimensional matrix that covers privacy, security and risk mitigation through Subex Security Policy, Subex Risk
Assessment Strategy and Subex Data Privacy Policy.
6. Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of essential services; cyber
security and data privacy of customers; re-occurrence of instances of product recalls; penalty / action taken by regulatory authorities on
safety of products / services.
Not Applicable
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Subex Annual Report 2022-23
MANAGEMENT DISCUSSION AND ANALYSIS
OVERVIEW
Subex Limited (“Subex” or “the Company”) has its Equity Shares listed
on the National Stock Exchange of India Limited (“NSE”) and the BSE
Limited (“BSE”).
The management of Subex is committed to transparency and
disclosure. In keeping with that commitment, we are pleased to
disclose hereunder information about the Company, its business,
operations, outlook, risks and financial condition.
The financial statements of the Company have been prepared in
compliance with the requirements of the Companies Act, 2013 and the
Indian Accounting Standards (Ind AS) notified under the Companies
(Indian Accounting Standards) Rules, 2015 (including amendments
thereto). The management of Subex accepts responsibility for the
integrity and objectivity of these financial statements, as well as for
various estimates and judgments used therein. The estimates and
judgments relating to the financial statements have been made on a
prudent and reasonable basis, in order that the financial statements
reflect the form and substance of transactions in a true and fair
manner, and reasonably present the state of affairs and profits/ losses
for the year under review.
In addition to the historical information contained herein, the
following discussion may include forward looking statements which
involve risks and uncertainties, including but not limited to the risks
inherent in the Company’s growth strategy, dependency on certain
clients, dependency on availability of qualified technical personnel
and other factors discussed in this report.
COMPANY OVERVIEW
We build industry leading software products and solutions to help
businesses create connected experiences in their digital ecosystems.
With AI at the core, Subex is now helping Communications Service
Providers (“CSP”) reimagine a future of providing seamless, intelligent,
connected experiences to their customers. Our strength lies in
understanding the dynamic needs of the telco market and leveraging
emerging technologies like AI, ML, Blockchain, and more, to build
scalable solutions to help telcos thrive in a competitive environment.
Towards this, we have created state-of-the-art solutions covering the
areas of privacy, security, identity, intelligence, and risk mitigation, all
of which help CSPs build a robust ecosystem of trust. Our revenue
contributing pie consists of licensing, professional services related to
installations and configuration activity, annual support contracts and
managed services.
Through HyperSense, an AI-first line of offerings, Subex empowers
CSPs and enterprise customers to make faster and better decisions
by leveraging Artificial Intelligence (AI) across the data value chain.
“The Subex Advantage” comes from our 25+ years of experience in
enabling 3/4th of the largest 50 CSPs globally achieve competitive
advantage. Being truly a global company, we have more than 300
installations across 90+ countries.
We have a global presence, employing over 1000+ people, with
headquarters in Bengaluru, India and offices in Singapore, UK, US,
UAE and Bangladesh.
More information on (a) an overview of the telecom industry (b) our
products (c) Opportunities and challenges and (d) our revenue model
is discussed below.
TELECOMS IN THE GLOBAL MACRO CONTEXT
As of the end of 2022, the global number of mobile service subscribers
exceeded 5.4 billion, with approximately 4.4 billion individuals also
using mobile internet services. Over the past five years, there has
been a significant reduction in the gap between mobile internet users
and overall mobile subscribers, declining from 50% in 2017 to 41% in
2022 on average. Nevertheless, despite this progress, the remaining
disparity requires immediate attention from all stakeholders.
The mobile industry has become a crucial contributor to the global
economy, generating 5% of the global GDP in 2022. This amounted
to $5.2 trillion of added economic value and supported approximately
28 million jobs across the broader mobile ecosystem. Looking ahead,
the adoption of 5G technology will play a pivotal role in driving future
mobile innovation and services. With ongoing deployments and
increased adoption, 5G is projected to reach a 17% adoption rate in
the current year and is anticipated to rise to 54% by 2030, equivalent
to approximately 5.3 billion connections.
By 2030, 5G technology is expected to contribute nearly $1 trillion
to the global economy, benefitting various industries. The impact
of this technology will be widespread, bringing advantages and
advancements to multiple sectors. It is crucial to acknowledge the
potential transformative effects of 5G and the opportunities it presents
for economic growth and development.
Key trends shaping the mobile ecosystem
5G consumer monetisation comes into focus
In the year 2023, approximately 30 new markets are set to introduce
5G services. It is particularly noteworthy that many of these markets
will be in developing regions across Africa and Asia, indicating
that the adoption of 5G is becoming a global trend. As the scale
of 5G adoption expands, there will be an increasing emphasis on
monetization strategies. Mobile operators will concentrate their
marketing efforts on highlighting the connection between mobile
devices, 5G technology, and new digital services. Additionally, these
operators will extend their 5G fixed wireless access (FWA) offerings to
reach new areas.
In markets where the predominant fixed broadband technology is
DSL (Digital Subscriber Line), there is likely to be a greater growth in
5G FWA penetration. Moreover, markets characterized by low fixed
broadband penetration, but rising incomes will also experience faster-
than-average growth in terms of 5G adoption.
Private 5G builds momentum
The resurgence of private wireless solutions can be attributed to
the advanced capabilities of 5G technology, which have expanded
deployment possibilities beyond niche applications. Multiple
industries find private wireless networks particularly well-suited for
their operations. Additionally, the transport and logistics sector is
projected to witness significant growth in private network adoption
due to 5G’s enhancements in capacity, latency, and reliability,
75
Subex Annual Report 2022-23
enabling the facilitation of new use cases within a private wireless
environment.
To achieve widespread adoption and scalability of private networks,
it is crucial for solutions to become more affordable and easier to
install and operate. This demand for cost-effective implementation
has led to a rising interest in pre-integrated solutions that come with
the necessary supporting infrastructure. By offering streamlined
and comprehensive solutions, organizations aim to simplify the
deployment process and reduce complexities associated with private
wireless networks, ultimately driving their broader adoption.
Mobile industry shifts towards circularity
Sustainability has evolved from being solely a matter of corporate
social responsibility to becoming a fundamental strategic priority
across the telecoms ecosystem. Industry stakeholders are now
embracing a model that emphasizes the sharing, leasing, reusing,
repairing, refurbishing, and recycling of existing materials and products
as a central aspect of production, service offerings, and consumption.
This circular approach is crucial for enabling networks to operate in
a more sustainable and energy-efficient manner, while also driving
the industry towards achieving its climate objectives. By prioritizing
sustainability and adopting circular practices, the telecoms industry
can make significant progress towards reducing its environmental
impact and achieving its climate-related goals.
The metaverse continues to gain traction
The momentum surrounding the metaverse is steadily increasing,
supported by advancements in enabling technologies such as 5G,
AI, and wearables. Key stakeholders and players in the ecosystem
are displaying a growing interest, resulting in the development of
essential foundations for the progression of the metaverse. These
building blocks include content and applications, standards, and
devices, which will be central to the activities taking place in 2023.
Beyond providing connectivity, the metaverse presents operators with
opportunities for new revenue streams. This highlights the importance
of innovation and partnerships in identifying use cases and network
requirements that align with the metaverse concept. Operators must
actively seek out novel approaches and collaborate with various
stakeholders to fully harness the potential of the metaverse and
capitalize on its emerging possibilities.
Fintech presents opportunities for mobile industry players
Fintech has revolutionized the delivery of financial services to both
consumers and businesses, fundamentally transforming the industry.
While investor sentiments experienced a significant decline in 2022
following a year of record funding, the underlying drivers of growth,
such as robust demand, digitally-centered lifestyles, and supportive
regulations, remain strong. The fintech market remains fragmented,
but its positive long-term growth prospects increase the likelihood of
consolidation and attract interest from established financial institutions
and companies in diverse sectors, including mobile ecosystem
players. These entities are keen to capitalize on the opportunities
presented by fintech through strategic investments, collaborations,
and partnerships, recognizing the potential for synergy and mutual
benefit.
OUR PORTFOLIO
For over two decades, Subex has held an eminent position as the
undisputed market leader in the realm of Risk Management solutions
for the telecom industry. Throughout our illustrious journey, we
have remained resolute in our pursuit of unrivaled excellence and
unwavering commitment to innovation, rendering us an esteemed
and trusted name in the domain. Our portfolio stands as a testament
to our unwavering dedication, encompassing a comprehensive array
of avant-garde solutions tailored to empower telecom operators in
crafting seamless and unparalleled connected experiences for their
discerning clientele.
In the ever-evolving world of telecommunications, connectivity lies at
the heart of all interactions. Subex, a pioneering telecom AI solutions
provider, envisions a future where the telecom industry leverages
the power of connectivity to revolutionize customer experiences,
enhance operational efficiency, and pave the way for unprecedented
growth. By focusing on creating connected experiences within the
telecom sector, Subex aims to shape a vibrant landscape where
communication knows no bounds.
HyperSense
HyperSense is Subex’s cutting-edge AI-first line of offerings,
revolutionizing the way businesses harness the power of artificial
intelligence. With HyperSense, Subex has ingeniously crafted a suite
of AI-driven solutions that cater to the evolving needs of organizations
across diverse sectors. These offerings not only demonstrate Subex’s
commitment to staying at the forefront of technological innovation
but also serve as a testament to their dedication to empowering
businesses with intelligent, data-driven decisions. HyperSense is
poised to drive enhanced operational efficiencies, predictive insights,
and proactive risk management, making it an indispensable asset for
any enterprise seeking to thrive in the era of AI transformation.
Business Assurance
HyperSense Business Assurance system based on Active Risk
Intelligence (ARI) provides the most comprehensive AI/ML tooling in
the Business Assurance industry from over 25 years of implementation
experience. It enables telcos to work on a dynamic risk marketplace
and entails collaboration & knowledge management to enhance risk
mitigation and improve decision making. The ARI suite enables AI-
driven predictive and prescriptive business insights for CxOs (Opco
& group) across verticals (Marketing, finance, sales, network, etc.).
With a product history spanning over two decades, Subex’s Business
Assurance is the culmination of the operational experience of being
deployed in over 80+ sites globally.
Fraud Management
Built on 25+ years of domain expertise, the HyperSense Fraud
Management system is the only AI-first fraud management system
for telcos enabling them to effectively combat fraud and security
risks by leveraging AI in every step of the fraud management process.
With a state-of-the-art AI engine at the core, it helps risk professionals
increase business-coverage, accuracy, and precision and enables
them to use AI in a sustained manner. With Subex’s comprehensive
fraud management system, operators can detect more than 350
types of fraud in all telecom environments.
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Subex Annual Report 2022-23
NETWORK ANALYTICS
Enterprise Asset Management
Subex’s Enterprise Asset Management provides CSPs with the
necessary framework and controls to make the best use of their assets,
thereby helping manage network Capex efficiently and maximizing
asset ROI. The solution ties the assets’ financial parameters to its
current utilization and location, creates a 360-degree view of the
asset, generates accurate reports for audits, and calculates the
return on assets. Also, it simplifies field audits, provides near real-time
capacity views, recommendations to optimize network utilization and
optimizes P2R (Plan-to-retire) and cash-to-cash cycle for assets and
improves overall operational efficiency.
Data Integrity Management
Subex is the pioneer of data integrity management, with over a
decade of experience in data integrity transformations with the
world’s leading service providers. Data Integrity Management is the
industry’s first solution for improving the quality of data that drives
critical service provider processes, resulting in lower costs and higher
service profitability.
Partner Ecosystem Management
A platform to manage all aspects of the digital and traditional
partnerships that will allow CSPs to accelerate their digital services
portfolio expansion.
Partner Lifecycle Management
Subex Partner Lifecycle Management allows CSPs to significantly
reduce time to market for new services and enhance existing services
by quickly onboarding new partners to the ecosystem. The solution
optimizes OPEX through workflow-based onboarding process
interfaces with configurable KPIs to allow quick partner onboarding.
CSPs can assess partner health by scoring them on different
parameters and monitor their performance to ensure a value-driven
partner ecosystem. The partner portal empowers partners with
complete business visibility through access to dashboards and reports
and make informed decisions.
Digital Services Billing
Subex offers a domain - agnostic digital services billing solution that
can bill and settle any event irrespective of the source and cater
to Data, Content, IoT, M2M, and Utility billing requirements. Utilize
configurable modeling capabilities that allow the creation of new
revenue streams through configurations, thus allowing quicker
settlements and bill roll outs.
Wholesale Billing and Routing
Subex’s Wholesale Billing and Routing solution enales you to get a
holistic view of your entire range of partner relationships, covering
services such as voice, SMS and Data, manage roaming, routing,
content settlements, as well as MVNO and other B2B relationships.
We drive efficiencies into your businesses via process automation
to gain operational insight to support critical decision-making
activities and enable you to achieve a competitive advantage.
We cover Interconnect Billing & Settlement, Reconciliation and
Dispute Management, OBR, Route Optimization, Contract Lifecycle
Management.
Enterprise Billing
Subex offers a next-gen end-to-end enterprise billing system
that provides unmatched rating and billing capabilities for CSPs.
It’s a converged billing platform that covers partner onboarding,
subscription management, service agnostic rating, and billing to
financial reporting.
Roaming Settlements
Subex Roaming solution offers a 360-degree view of the roaming
services and revenue management to improve profitability. It reduces
the possibility of fraud by removing the likelihood of paying high cost
traffic or lose inbound roaming revenue by supporting NRTRDE (Near
Real-Time Roaming Data Exchange) and HUR (High Usage Report).
Sectrio
The Sectrio suite of IoT-OT-IT and 5G cybersecurity solutions
include:
•
IoT-OT-IT
Converged
Security
Suite:
a
comprehensive
cybersecurity
offering
designed
to
secure
converged
environments
from
cross-stream
threats.
This
includes
technology-specific and technology - agnostic threats that can
operate across environments to target devices, IT systems, and
SCADA and ICS.
•
Threat Intelligence: It offers specific threat intelligence that is
relevant, actionable, and contextual to various businesses. This
leads to reduced false positives, improved SecOps efficiency and
improved threat hunting.
•
5G Security: It offers comprehensive protection for 5G linked
infrastructure and installations
In addition to the above, there are also modules for vulnerability
management, threat management and micro segmentation.
IDcentral (Identity Analytics)
Today, each individual has multiple digital interactions which give
rise to something known as a digital footprint. This digital footprint
is a combination of various attributes like phone number, email ID,
device info, social network data etc. that when put together form
the digital identity of that individual. IDcentral specializes in bringing
together these different attributes to create verifiable digital identities
leveraging alternate sources of data. IDcentral is the next-generation
digital identity analytics platform, that helps businesses across various
domains to increase their profitability and reduce risk. It is one of the
largest repositories of data in the world with access to 200 plus data
points of 700 million individuals. IDcentral’s wide range of solutions
include:
•
Onboarding solutions: Enables document-less, presence-less,
and secure online customer onboarding for enterprises. This
includes solutions like locality verification using telecom CDR
data, name/age/gender verification with government and
telecom data, low touch verification, and risk prediction of
MSISDN and email IDs using telecom and consortium data, AML
+ PEP + Sanctions lists.
•
Credit solutions: Enables credit processing for underserved
population and provide early default warning. This includes
solutions like income range prediction with telecom data, locality
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Subex Annual Report 2022-23
verification with telecom data, alternate data credit scores, and
early default vectors using telecom and consortium data.
•
Fraud solutions: Enables E-com, M-wallet, Fintechs in preventing
various kinds of identity and transactional frauds by using
advanced analytics on usage, device, behavioral, network, and
telecom data. This includes addressing linked account abuse/
frauds, ATO frauds, CNP frauds, Card present frauds.
It acts as a one-stop shop for identity analytics solutions by harvesting
data from multiple sources and adding layers of intelligence to enable
the creation of a real-time frictionless digital identity.
Consulting & Advisory Services
Subex with its more than 25 years of experience in telecom domain,
end-to-end encounter in defining strategy to execution and use of
relevant tools that are compliant with global forums such as TM
Forum and CFCA; is the right partner of choice in consulting and
assessment services for global telcos.
Subex offers consulting and assessment services in the following
domains:
Maturity Assessment & Improvement: Benchmarking of their Business
Assurance (including Revenue Assurance, Fraud Management and
other assurance areas) processes concerning global standards,
and providing recommendations across strategies, people skills,
processes, technologies, measurement and management reporting
practices.
Functional Assessments: Gap analysis of existing RAFM functional
processes, technology and provide the roadmap to close these gaps
using “analyse, evaluate, assess and recommend” framework.
Risk Advisory & Management: Identify the risks in the revenue chain
and plug leakages promptly, through regular assessment of the existing
business and revenue streams. Subex’s custom framework is based
on a thorough understanding of risks, creating a Risk Control Matrix
utilizing relevant industry standards and developing comprehensive
standard operating procedures.
Business process re-engineering: Review of the existing business
processes, design and implementation of new business processes
based on industry leading practices.
Transformation & Migration Assurance: Creation of assurance
framework across the transformation or migration journey of OSS/
BSS systems. Subex can assist operators in providing the necessary
support during the end-to-end migration process to avoid revenue/
cost leakages, negative customer experience, project delays and
budget overruns.
Product and Service Margin Assurance: Assessment of the target
market, holistic margin and profitability for the entire service and
product catalogue.
Accounting Assurance: Formalization of secondary control universe
which would be executed by Business Assurance teams to provide
the assurance to CFO on the current revenue reporting across all
revenue segments. This will also include an independent revenue
computation to identify the gaps (if any).
Managed Services
Our Managed Services offerings are designed to drive outcome and
protect revenues by enhancing customer experience. Pillared on
four main aspects, i.e., Cost, Quality, Time-to-market and Capability,
the engagement is aimed to provide rapid ROI, increase efficiency,
and in-turn deliver maximum value. Driven by robust technology-led
capabilities, Subex Managed Services offers a variety of engagement
models providing complete flexibility to operators based on their
business needs.
Subex Managed Services program is designed to add both strategic
and tactical value to service providers’ operations and enable
better customer experience while also enhancing their operational
efficiency, service agility and profitability. With Subex at the helm of
its operations, service providers can redirect critical resources at core
business functions generating more revenue and saving costs.
Subex understands that no two service provider requirements are alike
and hence offers the flexibility to pick and choose services based on:
•
Scope of Operations: Ranging from standard operations to large
scale transformational programs
•
BSS / OSS Domains: Drawing from Subex’s established expertise
on various BSS / OSS domains
•
On-Site Support: High caliber, experienced resources to ensure
functional continuity and high resource efficiency.
Creating a resilient telecom landscape by tracking threats and
unlocking opportunity
Key Announcements in FY23
HyperSense named in 2022 Gartner® Market Guide for Multipersona
Data Science and Machine Learning Platforms
Subex has been named in 2022 Gartner® Market Guide for
Multipersona Data Science and Machine Learning Platforms (DSML).
According to this Market Guide for Multipersona Data Science and
Machine Learning Platforms, “Data science and machine learning
are evolving rapidly with key trends such as augmentation and
democratization. To support the needs of an increasingly diverse
group of technical and nontechnical roles, data and analytics leaders
should apply multipersona DSML platforms.
Ethio Telecom selects HyperSense Fraud Management
Subex announced that it has been selected by Ethio Telecom to
deploy its Fraud Management solution. The solution, which is built
on Subex’s AI orchestration platform, HyperSense, will replace
Ethio Telecom’s existing legacy fraud management system, thereby
enabling them to move from a traditional rules-based approach to an
AI-first approach. This approach will, in-turn, enable them to detect
new and unknown threats in real-time.
Unitel selects Subex for protection against telecom fraud
Subex announced that it has been selected by Asian telecommunications
and internet major Unitel LLC to help the operator in its fight against
fraud and digital crimes. As part of the agreement, Subex’s Signaling
Security solution will help Unitel leverage signaling data for the early
detection and mitigation of all types of fraud, thereby ensuring the
prevention of any loss of information or revenue.
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Subex Annual Report 2022-23
Subex announced the showcase of its AI solutions at MWC. Subex
showcased its award-winning platform, HyperSense AI, and its
capabilities to cover many AI-related use cases. Towards this, Subex
demonstrated its HyperSense AI-led solutions to drive growth, protect
revenues, enhance profitability, optimize Capex and expand digital
service offerings.
REVENUE MODEL
Our revenue generally comes from four streams: (1) licensing; (2)
professional services related to installations and configuration
activity; (3) annual support contracts; and (4) managed services.
We generally license our software products on per subscriber or per
transaction basis. This means that when our customers experience
growth, we can also expect to benefit from that growth. Typically,
there are significant professional services revenues associated with
each new software installation as well as with upgrades.
Our annual support contracts are generally priced as a function
of the total license fees paid by the customer. Thus, our annual
support contracts would also tend to experience growth when our
customers experience growth. Importantly, annual support contract
revenue tends to be recurring revenue.
Finally, we have been experiencing increased success with managed
service revenue. Like annual support contracts, managed services
provides a relatively predictable recurring revenue stream. At
the same time, our managed service offering provides us with an
opportunity to maintain a continuous touch point with the customer
so we can better understand their needs and we have opportunity to
educate them on our offerings and skills.
RISKS AND CONCERNS
As our valued investor, we are certain you understand our business
environment,
prevailing
economic
conditions,
geo-political
circumstances, and other specific risks that may affect our future
business decisions and financial performance. It is not possible to
detail out every risk since we operate in a very competitive and
rapidly changing global environment. New risk factors emerge from
time to time, the year 2020 was one of our most challenging years
in recent times, just as it was for any other business since the global
COVID-19 pandemic led to uncertainty and ambiguity across the
globe. Similarly, in 2022, the impact of the Ukraine-Russia conflict on
businesses has been significant, with decreased economic activity,
disrupted supply chains, and increased risk and uncertainty. There
could still be dramatic changes in the business. However, due to lack
of precedents, we are unable to provide specific details on how this
could impact Subex’s business. We are providing some information
on several risks which we are aware of and they are stated herein: (a)
reduction in consumer and business purchasing; (b) consolidation
of our customer base; (c) dependence on communications,
service providers as our major customers; (d) security; (e) improper
disclosure of personal data could result in liability and harm to our
reputation; (f) technology changes and obsolescence may impact
our business; (g) recruiting and retention of personnel is challenging;
(h) adequately protecting our intellectual property may not be
possible; (i) allegations of infringement of third-party intellectual
property poses risks; (j) variability of our quarterly operating results
makes comparisons difficult; (k) non-compliance with statutory
obligations may result in fines and penalties; (l) non-compliance
with environmental regulations may lead to fines and penalties; (m)
foreign exchange fluctuations may lead to variability in our revenue;
(n) SEZ related taxation benefits may be uncertain; (o) failure to fulfill
contractual obligation may lead to claims; and (p) debt obligations.
Below, we will discuss each of these risks in some more detail. There
are, of course, additional risks faced by us, which are not specified
here.
Reduction in Consumer and Business Purchasing
We depend on our customers – primarily large communications
service providers (“CSPs”). If our primary customers face reduced
revenue, we will also face reduced revenue. CSPs primary customers
are consumers and businesses. Of course, reductions in spending
by consumers or businesses will reduce revenue of CSPs and this
will result in decreased spending by the CSPs which means reduced
revenue for us.
Additionally, the ongoing Ukraine-Russia conflicts has had a significant
impact on businesses around the world. The conflict has resulted in a
slowdown of global economic activity and has disrupted trade flows
and made it difficult for businesses to operate in the affected regions.
This geo-political conflict is ongoing and may lead to decreased
revenue and profitability.
Consolidation in our customer base
CSPs
have
gone
through
considerable
consolidation.
The
consolidation, or merger, of one CSP with another can have several
impacts on us. First, it will simply reduce the overall size of the market;
each consolidation effectively reduces the number of potential
customers for our products. Secondly, it can and does happen
that one of our existing customers can undergo a consolidation. In
that event, the other party to the consolidation may already have
competing products and the combined company may choose to
continue with the use of the competing product rather than use
our products/services. Of course, it can also happen that the two
companies, when combined, choose to use our products which
may have a positive impact on our revenue. Another possibility is that
two existing customers merge. The consolidation of two customers
will have an adverse effect on our revenue as the combined
company attempts to reduce their consolidated spending. Finally,
larger customers simply have more negotiating power leading to
reduced prices for our products. The Company strives to have a
deep penetration within the accounts that it serves so as to provide
an edge over competitors and be a preferred choice during such
consolidations.
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Subex Annual Report 2022-23
Dependence on the Communications Service Providers as our
major customers
We mentioned above our customers are primarily CSPs. We are fully
dependent on CSPs as our major customer base. As a result, we are
fully susceptible to any downturns or negative changes in the CSP
industry.
Security
You must be well aware that security threats are prevalent
everywhere today. This is, perhaps, especially true in the technology
industry where we participate. The security vulnerabilities take many
forms. Hackers may attempt to compromise computer systems
and networks. Fraudsters may attempt to steal the identity of our
personnel to gain access to our computer systems, networks and
even banking systems. Terror activity could have an adverse impact
on our business. We may fail to adequately design our products
leaving our customers exposed to hacking and other network
vulnerabilities. Perhaps this concern – of failure to adequately design
our products leading to exposure of our customer’s information is
one of the largest concerns. If one of our customers faced a security
breach allegedly as a result of use of our products, it would cause
significant reputational risk to us and may lead to claims against us.
We devote significant resources to mitigate security threats including
threats to our internal IT systems, with respect to our products and
with respect to physical security of our buildings. But there cannot be
any guarantee that these efforts will avoid security breaches.
Improper disclosure of personal data could result in liability and
harm our reputation
You are probably aware of the global trend towards more sensitivity
regarding improper disclosure of personal data. This global trend has
a number of impact on us. There are additional laws and regulations
in many jurisdictions. This not only leads to increased administrative
costs of compliance and increased difficulties in doing business but
violations of these laws and regulations involve higher and higher
fines and penalties. At the same time, we are storing and processing
increasingly large amounts of personal data which leads to increased
potential exposure.
We take what we consider to be appropriate steps to provide for
the security and protection of all data including personal data. But,
despite these efforts, it is possible our practices may not prevent the
improper disclosure of personal data. Improper disclosure of this
information could harm our reputation, lead to legal exposure, lead to
claims against us by customers including claims for indemnification
or subject us to liability under laws that protect personal data,
resulting in increased costs or loss of revenue.
It is important to note that our potential liability for customer financial
damages associated with losses of personal data is generally not
limited by limitation of liability provisions in customer contracts.
In addition to risks related to improper disclosure of personal data,
new laws and regulations are being implemented. One significant
new regulation is the European General Data Protection Regulation
(“GDPR”) which went into full effect in May 2018. Compliance efforts
related to these laws and regulations is significant and could be a
distraction from other activities. Further, even without any actual
improper disclosure of personal data, non-compliance could result in
large fines. Still further, customer focus on these laws and regulations
could delay or jeopardize sales and installations of Subex products.
Technology changes and obsolescence may impact our business
We experience rapid technological changes which could make
our technology and services obsolete, less marketable or less
competitive. These changes result in our need to continually improve
the features, functionality, reliability and capability of our products
which poses development challenges and expenses. We may not
be able to adapt to these changes successfully or in a cost-effective
way which may adversely affect our ability to compete and retain
customers or market share.
While the rapid technological changes require us to change our
products, launching new products is also a key element of our
growth. An inability to bring new products with high demand to the
market in a timely manner will reduce our growth and profitability.
We make strong efforts to put in place processes and methodologies
to address these issues and to turn it into a strategic advantage
by being in the forefront of technological evolution. For example,
regular skill upgradation programs and training sessions that include
attending global conferences and employing specialized consultants
etc. are undertaken.
Recruiting and Retention of Personnel is challenging
Subex’s talent acquisition strategy is to hire candidates with the right
competencies required by the business at the right time, a judicious
mix of lateral hires and fresh graduates. We are an equal opportunity
employer and focus on meritocracy at all stages of hiring, strictly
based on role-mapping career architecture.
We have a robust process to source and select the best talent, both
for entry-level roles as well as lateral hires, leveraging multiple social
media platforms and events, channel partners, referral campaigns,
campus placements, and internal job postings. We were successfully
able to hire close to 330 Subexians under 100% TAT for vanilla, niche
and strategic positions.
Our recruiters had been efficient in the hiring process and have been
able to close on the requirements with minimal external/vendor
support and quickly adapted to the hybrid workplace environment
and executed virtual and in-person hiring processes while facilitating
quick closure. The steps have been taken below to improve the
quality of hire:
•
Training & upskilling the recruitment team
•
Streamline recruitment process
•
POFU (Post offer follow up)
•
Focused strategy on campus hiring’s adding premier institute
like NIT, IIT, IIIT in the list.
Adequately protecting our Intellectual Property may not be
possible
We operate in a global environment; protecting our proprietary
technology in the many different jurisdictions we operate in, which is
challenging. We depend on a combination of technical innovations, as
well as copyrights and trade secrets for protection of our technology.
We also maintain patent and trademark protection, as and where
applicable and required. However, some jurisdictions have limited
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Subex Annual Report 2022-23
laws protecting technologies and other jurisdictions, even if they
have laws protecting technology related innovations, are curtailed by
limited or difficult enforcement systems. Even in jurisdictions which
are equipped with adequate laws and enforcement systems, detection
of infringement of our rights may be difficult and even if detected,
engaging in litigation to enforce our rights would be expensive.
Departure of our personnel, especially to a competitor, is a particular
risk to our technology and intellectual property rights. We generally
require all employees and advisors to sign agreements which require
that our information be maintained as confidential during and after
their employment/engagement. These agreements also assign or
otherwise vest rights in the intellectual property developed by these
employees and advisors to the company. Even so, these agreements
may not effectively prevent disclosure of our information or effectively
assign rights to us. Further, detection of violation of these agreements
may be difficult and it may be difficult to enforce these agreements even
when such violations are detected. Any exposure of our information
by former employees or any failure to adequately have rights assigned
to us, may have a material adverse effect on our business, financial
condition, the results of our operations and our reputation.
Allegations of Infringement of Third- Party Intellectual Property
poses Risks
We may face claims by third parties that our products infringe their
intellectual property rights. Whether or not we ultimately prevail
in any intellectual property dispute, defending the dispute may be
expensive, it may distract our management and other key personnel
and its outcome is uncertain. Further, if any of our products are
found to infringe the intellectual property rights of others, or if we
settle a claim in an adverse manner, it may restrict or prohibit further
development, manufacture, and sale of our products. A loss or
adverse settlement may require us to pay substantial sums of money
in terms of damages. We may also be forced to seek licenses to
continue to use the product that contains the specific intellectual
property. These licenses may not be available on commercially
acceptable terms or may not be available at all.
Furthermore, we are required to indemnify our customers against
third-party claims of infringement of intellectual property arising out
of our customers’ use of our products and services. Typically, our
liability for such indemnification is not limited by limitation of liability
provisions in our customer contracts.
Further, we are often in possession of proprietary information of our
customers. This information may be wrongly used or disclosed or
may be misappropriated by employees of the Company or others.
This would result in a breach of our contractual obligations to our
customers any such breach may subject us to a significant claim (s)
from the customer for damages and may also significantly damage
our reputation.
We have a consistent protocol of requiring NDAs before disclosure of
our trade secrets/confidential information to third parties. Employees
sign confidentiality terms as a part of their employment agreement.
Historically, we have not received any allegation of infringement of
third-party intellectual property against our products nor our services.
However, especially since we invest in and introduce new product
lines, allegations of infringement of third-party intellectual property
rights, against us or our customers with respect to our products or
services, or any allegation of breach of our confidentiality obligations
to our customers could arise and this could have a materially
adverse impact on our business, financial condition the results of our
operations and our reputation.
Variability of our Quarterly Operating Results makes comparisons
difficult.
Our quarterly operating results have varied in the past due to reasons
like seasonal pattern of hardware and software capital spending by
customers, information technology, investment trends, achievement
of milestones in the execution of projects, hiring of additional staff
and timing and integration of acquired businesses. Hence, the past
operating results and period to period comparisons may not indicate
future performance. Our management is attempting to mitigate this
risk through expansion of our client base geographically, increasing
annuity revenue such as through managed services and also looking to
grow revenues from Horizon 2 areas of IOT Security, ROC Insights etc.
Non-compliance with statutory obligations may result in fines and
penalties
We face certain statutory obligations. Some of these obligations arise
from the fact that we have registered with Special Economic Zone
for software development activities and have availed Customs Duties
and Goods and Service Tax exemptions. The non-fulfillment of export
obligations or other non-compliance with statutory obligations may
result in penalties as stipulated by the Government and this may
have an impact on future profitability. The Company has team of in-
house attorneys and engages outside counsel/consultants on a need
basis. An ongoing monitoring mechanism has been established with
respect to applicable laws.
Certifications and compliance
Subex is certified for both Information Security and Quality
Management System Periodic reviews and internal audits are carried
out based on a defined program. These audits cover the Delivery
and Corporate functions based on the scope of certification
for management systems which is currently defined as per the
requirements of ISO 27001:2013, GDPR and ISO 9001:2015. A system
is in place to identify and manage process changes methodically.
There is people involvement across organization in the activities
of process development, implementation and reviews, there by
achieving continual improvement. A centralized repository is in
place to cover all policies, processes and controls, which is easily
accessible to all employees to ensure strict process adherence.
Non-compliance with Environmental Regulations may lead to
fines and penalties
Software development, being generally a pollution free industry,
means we are not subject to significant environmental regulations.
Nonetheless,
non-compliance
with
applicable
environment
regulations may lead to significant fines and penalties. We do adhere
to the guidelines for disposing of E-wastes as stipulated by the
E-Waste (Management and Handling) Rules. Asset related to IT i.e
Laptop, servers etc. are disposed to Authorized E-waste Vendor only
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Subex Annual Report 2022-23
Foreign Exchange Fluctuations may lead to variability in our
revenue.
We have substantial exposure to foreign exchange related risks
on account of revenue from export of software and outstanding
liabilities. There is a natural hedge to the extent of expense incurred
in same currency. Despite this, particularly given the volatility in the
foreign exchange market, there could be significant variations. Our
management is attempting to mitigate this risk through hedging by
obtaining forward contracts against its revenue and receivables.
Failure to fulfill Contractual Obligation may lead to claims
We enter into contracts with our customers in the ordinary course of
business, under which we are obligated to perform and act according
to the contractual terms enumerated under them. Any failure to fulfill
these contractual obligations may expose us to financial, reputational
and other risks.
We are confident we have taken sufficient measures to assure it
meets the contractual obligations under the customer contract.
Nonetheless, there cannot be any assurance that a customer will not
allege a breach by us of our obligations.
Debt Obligation
The Company did not have any debt obligation as on March 31, 2023.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
In accordance with the provision of Section 134(5)(e) of the
Companies Act, 2013, and as per the provisions of the SEBI (LODR),
Regulations, 2015, the Company has an Internal Control System,
commensurate with the size, scale and complexity of its operations.
Such Internal Financial Controls were found to be adequate for a
Company of this size. The controls are largely operating effectively
since there has not been identification of any material weakness
in the Company. The Directors have in the Directors Responsibility
Statement under paragraph (e) confirmed the same to this effect. The
Company has policies and procedures in place for ensuring proper
and efficient conduct of its business, the safeguarding of its assets,
the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records and timely preparations,
reliable financial information. The Company has adopted accounting
policies which are in line with Indian Accounting Standards (“Ind AS”).
Pursuant to the provisions of the Section 134(5)(f) of the Act, the
Company during the year devised proper systems and continued
to ensure compliance with the provisions of all applicable laws.
Any matter that required attention was immediately dealt with. The
compliance system was largely found to be adequate and operating
effectively. The Directors have in the Directors Responsibility
Statement under paragraph (f) confirmed the same to this effect.
The Internal Auditors monitor and evaluate the effectiveness and
adequacy of internal control system in the Company, its compliance
with operating systems, accounting procedures and policies at all
locations of the Company and its subsidiaries. Based on the report
of Internal Auditors, process owners undertake corrective action in
their respective areas and thereby strengthen the controls. Significant
audit observations and corrective actions thereon are presented to
the Audit Committee of the Board.
Subex is certified for ISO 9001:2015 (Quality Management System)
and ISO 27001:2013 (Information Security Management System).
Internal audits are conducted periodically for projects and support
functions to adhere to these international standards. These audits
are conducted across Bengaluru, UK and US locations to ensure
processes are followed to provide a better customer experience.
Summary of the audits are shared across organization to help
understand strengths and weaknesses in the system. People
involvement in organization process initiatives is one that approaches
towards achieving better compliance, standardizing activities to
consistently achieve better customer satisfaction.
Subex conducts security awareness programs and improve the
existing business continuity controls. Additionally, we continued to
identify and involve relevant stakeholders to review and align the
processes to Subex’s Business objectives.
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Subex Annual Report 2022-23
DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE
(` in Lakhs)
Financial Highlights/Year Ending 31st March
2022-23
2021-22
Consolidated
Standalone
Consolidated
Standalone
Revenue from operations
27,869
27,352
33,344
6,836
Total Income
28,685
27,594
34,381
6,842
Earnings Before Interest, Exceptional Items & Taxes (EBIT)
(4,464)
(4,552)
2526
(832)
Profit/(Loss) before tax
(3,906)
(7,699)
3,369
(447)
Tax expenses
1,215
(823)
1,270
(-)
Profit/ (Loss) after tax
(5,121)
(6,876)
2,099
(447)
Other comprehensive income
620
19
203
(3)
Equity dividend %
Nil
Nil
5%
5%
Share Capital
28,100
28,100
28,100
28,100
Reserves & Surplus
24,084
14,287
28,267
20,826
Net worth
52,184
42,387
56,357
48,926
Gross Property, Plant & equipment, right-of-use asset and other
intangible assets
8,524
10,265
5,706
6,263
Net Property, Plant & equipment, right-of-use asset and other
intangible assets
4,136
4,057
2,359
715
Total Assets
70,362
60,568
72,008
54,364
Key Financial Ratios (Consolidated)
2023
2022
Change
Return on Capital Employed (RoCE) %
(15.94%)
8.38%
(290%)
Return on Net Worth (RoNW)%
(9.44%)
3.77%
(350%)
Basic EPS (Rs/Share)
(0.93)
0.38
(342%)
Debtors’ turnover (Days)
123
107
14%
Inventory turnover (Days)
NA
Interest coverage ratio
(13.43)
16.91
(179%)
Current ratio
3.05
3.90
(22%)
Debt equity ratio
0.06
0.03
146%
Operating Profit Margin (%)
(11%)
10.54%
(204%)
Net Profit Margin (%) or sector-specific equivalent ratios, as applicable
(18.38%)
6.29%
(392%)
details of any change in Return on Net Worth as compared to the immediately previous
financial year along with a detailed explanation thereof
The return on net worth has decreased mainly due to loss in the
current year.
Key Financial Ratios (Standalone)
2023
2022
Change
Return on Capital Employed (RoCE) %
(17.20%)
(0.91%)
1790%
Return on Net Worth (RoNW)%
(15.06%)
(0.90%)
1573%
Basic EPS (Rs/Share)
(1.25)
(0.08)
1412%
Debtors’ turnover (Days)
111
213
(48%)
Inventory turnover (Days)
Not Applicable
Interest coverage ratio
(23.73)
(22.67)
5%
Current ratio
1.11
1.47
(24%)
Debt equity ratio
0.07
0.00
0.00%
Operating Profit Margin (%)
(24%)
(4%)
487%
Net Profit Margin (%) or sector-specific equivalent ratios, as applicable
(25.14%)
(6.54%)
284%
details of any change in Return on Net Worth as compared to the immediately previous
financial year along with a detailed explanation thereof
The return on net worth has decreased mainly due to loss in the
current year.
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Subex Annual Report 2022-23
COMMENTARY ON FINANCIAL STATEMENTS
Share Capital
As on March 31, 2023, the issued, subscribed and paid-up share
capital of the Company was ` 281,00,14,675 (Rupees Two hundred
and eighty one crores fourteen thousand six hundred and seventy
five only) divided into 56,20,02,935 (Fifty six crores twenty lakhs
two thousand nine hundred and thirty five only) equity shares of ` 5
(Rupees five only) each. The Company has not allotted equity shares
in FY 2022-23.
Reserves and Surplus
Securities premium
On standalone and consolidated basis, the balance of security
premium as on March 31, 2022 amounted to ` 16,558 lakhs. During
the year 2022-23, ` 26 lakhs has been transferred to securities
premium on exercise of share options by employees. As on March
31, 2023, the balance of security premium was ` 16,584 lakhs.
Retained Earnings
On a standalone basis, as on March 31, 2022, there was surplus
balance in retained earnings amounting ` 135 lakhs. As on March 31,
2023, the surplus balance has decreased to ` (6,722) Lakhs.
On a consolidated basis, as on March 31, 2022, there was surplus in
retained earnings amounting ` 21,655 lakhs. As on March 31, 2023,
the surplus balance has decreased to ` 16,573 Lakhs
Exchange differences on translating the financial statements of a
foreign operation
During the year 2021-22, the balance of Foreign Currency Translation
Reserve of ` (11,303) Lakhs has been included in the Reserves and
Surplus to bring it in line with Schedule III of the Act.
During the year 2022-23, the balance of Foreign Currency Translation
Reserve of ` (10,722) Lakhs has been included in the Reserves and
Surplus to bring it in line with Schedule III of the Act.
Total equity attributable to equity holders of the company
On a standalone basis, the total equity attributable to equity holders of
the Company is at ` 42,387 lakhs as on March 31, 2023, as compared
to ` 48,926 lakhs as on March 31, 2022.
On a consolidated basis, the total equity attributable to equity holders
of the Company has decreased to ` 52,184 lakhs as on March 31,
2023 from ` 56,367 lakhs as on March 31, 2022. The movement was
primarily on account of loss during the year and exchange gain on
foreign currency translation.
Employee Stock Options Plan
Under the Subex Employees Stock Option Scheme-2018 Company
has granted NIL options during the year ended March 31, 2023 as
compared to 1,448,000 options during March 31, 2022. The net
amount carried in respect of stock options outstanding on March 31,
2023 amounts to ` 444 Lakhs (Previous year: ` 267 Lakhs).
Property, plant, equipment, right-of-use asset and other intangible
assets
During the year, the Company added ` 4,080 Lakhs on consolidated
basis and ` 4,529 Lakhs on standalone basis, to its gross block. The
Company disposed-off certain assets no longer required. Also, the
Company has classified land use-rights related net block to right- of-
use assets on account of adoption of Ind AS 116 – Leases. As on
March 31, 2023, the balance in right-of-use asset stands at ` 3,158
Lakhs on consolidated basis and ` 2,817 lakhs on standalone basis.
Refer note 29 of consolidated financial statement and note 28 of
standalone financial statement for further details.
The Company’s net block of property, plant and equipment, right-of-
use asset and other intangible assets was ` 4,136 Lakhs (Previous year
` 2,359 Lakhs) on consolidated basis and ` 4,057 lakhs (Previous year
` 715 lakhs) on standalone basis.
Goodwill
On a consolidated basis, carrying value of goodwill as on March 31,
2023 and March 31, 2022 stood at ` 34,409 lakhs .
Investments
On a standalone basis, the total investment value as on March 31,
2023 and as on March 31, 2022 stood at ` 34,555 Lakhs and ` 42,761
Lakhs respectively.
During the year 2022-23, the Company withdrew ` 9,200 lakhs from
its investment in Subex Assurance LLP.
During the year 2022-23 and previous year 2021-22, there is no
diminution in the carrying value of investment. in Subex Digital LLP,
Subex Americas Inc. The carrying value of these investments stood
at ` 1,869 Lakhs and ` 936 lakhs respectively.
Trade Receivables
The major customers of the Company are the telecom and cellular
operators overseas and in India. The receivables are spread over a
large customer base. There is no significant concentration of credit
risk on a single customer.
All the debtors are generally considered good and realizable and
necessary provision has been made for debts considered to be bad
and doubtful. The level of sundry debtors is normal and is in tune
with business trends requirements.
The management believes that the overall composition and
condition of trade receivables is satisfactory post assessment of
doubtful receivables. As on March 31, 2023, on a standalone basis
trade receivable amounted to ` 10,883 lakhs (previous year; ` 5,824
lakhs) net of provision for doubtful debts of ` 4,705 lakhs (previous
year; ` 2,239 lakhs).
On a consolidated basis trade receivable amounted to ` 9,037 lakhs
(previous year ` 9,681 lakhs) net of provision for doubtful debts of
` 3,897 lakhs (previous year ` 1,834 lakhs).
Cash and Cash Equivalents
On a standalone basis, balance in current and deposit accounts
stood at ` 2,448 lakhs as on March 31, 2023, as compared to ` 802
lakhs as on March 31, 2022.
On a consolidated basis, balance in current, EEFC and deposit
accounts stood at ` 5,238 lakhs as on March 31,2023 as compared
to ` 8,539 lakhs as on March 31, 2022.
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Subex Annual Report 2022-23
Long-terms Loans and Advances
It represents rent deposit, electricity deposit, telephone deposits and
employee advances of like nature.
Borrowings
On a consolidated basis, short-term borrowings as on March 31,
2023 was Nil (Previous year Nil).
Income
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 are considered to
constitute one segment and hence the Company has not made any
additional segment disclosures.
Geographically, the Company earns income from export of software
products and related services to USA, EMEA & Asia Pacific region.
Other Income
Other income consists of income derived by the Company from
interest on deposits from banks, refund of research and development
expense.
Expenditure
The employee benefits expenses decreased to ` 20,069 lakhs
compared to previous year at ` 21,449 lakhs on consolidated basis.
The decrease on consolidated basis was majorly on account of
headcount reductions.
Operating Profits
During the year, on consolidated basis, the Company earned an
Operating Profit/(loss) before interest, depreciation, tax, amortization
and exceptional items of ` (3,065) Lakhs being 11% of total revenue as
against ` 3,514 Lakhs at 10.5% total revenue during the previous year.
Decrease is majorly on account of decrease in revenue largely due
to contraction in Managed Services business and delivery revenue
reduction.
On a standalone basis, the Company earned Operating profit / (loss)
before Interest, depreciation, tax and exceptional items of ` (3,365)
Lakhs (excluding other income and share of profit/loss from LLP’s) being
12.3% of total income (excluding other income and share of profit/loss
from LLP’s) as against ` 995 Lakhs at 14.6% during the previous year.
Decrease in profit is majorly on account of decrease in revenue.
Interest
During the year ended March 31,2023, company recognized interest
expense totaling to ` 258 Lakhs (Previous year: ` 194 Lakhs) on a
consolidated basis and ` 230 lakhs (Previous year: ` 12 Lakhs) on a
standalone basis.
For the year ended March 31, 2023, expenditure includes interest on
Lease liability recognized as per Ind AS 116, Leases amounting ` 220
Lakhs (Previous year ` 124 lakhs) and ` 199 Lakhs (Previous year ` 4
lakhs) on a consolidated and standalone basis respectively.
Depreciation
During the year ended March 31, 2023, depreciation expense
amounted to ` 1,399 Lakhs (Previous year ` 988 Lakhs) on
consolidated basis and ` 1,187 Lakhs (Previous year ` 163 Lakhs) on
standalone basis.
For the year ended March 31, 2023, depreciation and amortization
include depreciation on right of use asset recognized as per Ind
AS 116- Leases, amounting ` 830 Lakhs (Previous year ` 457 lakhs)
and ` 661 Lakhs (Previous year ` 10 lakhs) on a consolidated and
standalone basis respectively.
Tax Expense
For the year ended March 31, 2023, there was a tax reversal of ` 823
lakhs (Previous year: tax expense of Nil) on a standalone basis.
During the year ended March 31, 2023, tax reversal includes deferred
tax credit of ` 1,147 lakhs and provision for foreign WHT of ` 324
lakhs.
On a consolidated basis, tax expense was ` 1,215 lakhs (previous year;
` 1,270 lakhs).
Tax expense for the year March 31, 2023 includes tax charge of ` 89
lakhs (Previous year ` 251 lakhs), deferred tax credit of ` 534 lakhs
(Previous year ` 426 lakhs) and provision on Foreign tax credit of
` 1,660 (Previous year ` 593 lakhs).
Net Profit
On consolidated basis, the net loss of the Company amounted to
` (5,121) Lakhs as against a net profit of ` 2,099 Lakhs during the
previous year. Total Comprehensive loss for the year is ` (4,501) Lakhs
as compared to profit of ` 2,302 Lakhs during previous year.
On standalone basis, the net loss of the Company amounted to
` 6,876 lakhs as against net profit of ` 447 Lakhs during the previous
year. Total Comprehensive loss for the year is ` 6,857 Lakhs as
compared to total comprehensive profit of ` 450 Lakhs during
previous year.
Earnings per Share
Basic Earnings per share computed based on number of common
stock outstanding, as on the Balance Sheet date is ` (0.93) per share
(Previous year: ` 0.38 per share) on a consolidated basis and loss of
` 1.25 per share [Previous year: ` 0.08 per share] on a standalone
basis.
MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL
RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED
Subexians
FY23 turned out to be a year of stabilisation as the overall corporate
environment was impacted since the pandemic. We adopted to a
hybrid way of working to enable all Subexians to work as effectively
and productively as possible through this year.
Our endeavour was to enhance the Subexian experience throughout
their lifecycle spanning recruitment, onboarding, performance,
learning & growth and offboarding. As an organization, we take
pride in ensuring the experience of each Subexian is positive and
meaningful.
Our employees are spread across the globe and the larger centres
are our offices located in Bengaluru, London, Denver, Dubai and
Singapore. As of March 31, 2023, we had around 900+ full time
Subexians on our rolls globally.
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Subex Annual Report 2022-23
Human Resources at Subex is centralized at our corporate
headquarters in Bengaluru, with regional HR teams providing local
support aligned to the global HR strategy. The function is a key
enabler in the Company’s growth path by driving focused initiatives
for talent development.
Our existing HR policies continue. Work from Home, Loan, Sabbatical,
Certification, Team Outing are examples of a few policies which are
employee focused. We recognized that remote working is a reality
and the new way of working.
The Subex Handbook
As we grow, it is imperative that we document the vast amount of
information about Subex as an organization, and the work we do.
We needed a central repository about Subex and its functions for
the easy access and consumption of any Subexian, new or old.
Addressing this need, we have put together a Subex Handbook, a
ready reckoner for everything one needs to know about Subex, and
this continues to be updated.
This Subex Handbook is a living repository and will undergo
continuous updations.
Key hires for the year
Over the period of the last twelve months, we have hired senior
executives from the industry to fuel our growth strategy and help
take Subex to the next frontier of growth.
Recruitment
Recruitment team was adaptable to execute virtual and in-person
interviews considering the hybrid work environment. To add to the
rigor and efficacy of the recruitment process, we initiated steps that
would enable us to show measurable impact on the growth and
quality of the workforce.
The well-established processes like leveraging social media
platforms, attending social events to keep up the pace with industry
insights, Coffee with the Hiring Manager, Post- offer feedback and
engagement, Subexian referral program, interviewer feedback, Buddy
Programme etc.. the focus last year was also on hiring key global
talent to fuel our growth objectives. Our campus hires and internship
programmes were successfully conducted as we are cognizant of
the need to bring on board fresh, young minds to infuse innovation
within Subex.
Subexian Onboarding
Most of our onboarding last year was carried out remotely.
Our onboarding process has always been well recognised and
appreciated. onboarding process has always been well recognized
and appreciated. Our robust and comprehensive onboarding process
with a clear goal of creating a great day-one experience continued.
All paperwork is typically done online before the joining date and
this has helped save tremendous amount of time for new joiners
when they join Subex. The process does not limit to only day one.
Quantifiable processes to cover the new joiner’s 30-60-90 training
plan, regular polls and interventions take place to assess employee
engagement. The new joiner training is then followed up with an on-
the-job training to strengthen the knowledge and skills learnt during
the training period.
Performance Management
This year the focus continued on encouraging and developing high
performance with the aim of driving meritocracy. The HR team
in consultation with business drove multiple high-performance
programs in the form of rewarding high performers with enhanced
roles and incentive benefits.
Learning & Growth
Learning & development analysis is a continuous process to align
people skills with business goals. We have attempted to bring all
learning at Subex together, under one roof, for Subexians to have a
consistent and robust learning experience. In continuation with the
programmes and initiatives of last year, like the skill / competency
matrix, we have also brought in a streamlined focus on curated
learning, with a mix of external and internal training focused at
specific groups and sections of Subexians.
Rewards & Recognition
We understand the importance of what appreciating and rewarding
good performance and talent is. We revamped our rewards and
recognition programme and have further automated it with
additional features to help Subexians promote and establish a sound
recognition culture. Although a recognition program involves costs,
the outcome is significant. Some of the advantages are –
Increases the repetition of desired behaviours, thereby aligning
people with the desired organizational goals.
Better employee job satisfaction
Enhances team spirit
Improves retention: Employees who feel valued, appreciated,
and recognized are more likely to stay with an organization.
Lowers employee turnover by acting as a retention tool.
Maintains a strong employer brand.
Acts as an allied HR process for meeting learning goals
In addition to the specific initiatives we launched last year, like
WoW, SPOT awards which continue, we also introduced Subexian
profiling platforms through the Internal Communications channel
that appreciate and communicate the work done by Subexians to
the entire organization.
Compensation
One of the main cornerstones of an employee’s willingness to stay
with an organization is compensation, and we recognize that. Subex
is committed to the growth and development of its employees and
will continue to invest in mind, money and effort towards this. We
look at compensation holistically at Subex, and provide a suitable
combination of fixed salary, variable salary, benefits, health and
disability insurance, etc.
We constantly keep abreast of industry trends and benchmarks and
try to maintain a balanced approach to compensation. We also arrive
at the salary bands of Subexians by conducting comprehensive job
matching, data validation and quality audits.
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Subex Annual Report 2022-23
STANDALONE
F I N A N C I A L
STATEMENTS
87
Subex Annual Report 2022-23
INDEPENDENT AUDITOR’S REPORT
To the Members of Subex Limited
Report on the Audit of the Standalone Ind AS Financial Statements
Opinion
We have audited the accompanying standalone Ind AS financial
statements of Subex Limited (“the Company”), which comprise the
Standalone Balance sheet as at March 31, 2023, the Standalone
Statement of Profit and Loss, including the statement of Other
Comprehensive income/(loss), the Standalone Cash Flow Statement
and the Standalone Statement of Changes in Equity for the year then
ended, and notes to the standalone Ind AS financial statements,
including a summary of significant accounting policies and other
explanatory information (hereinafter referred to as “the standalone
Ind AS Financial Statements”).
In our opinion and to the best of our information and according to
the explanations given to us, the aforesaid standalone Ind AS financial
statements give the information required by the Companies Act, 2013,
as amended (“the Act”) in the manner so required and give a true
and fair view in conformity with the accounting principles generally
accepted in India, of the state of affairs of the Company as at March
31, 2023, its loss including other comprehensive income/(loss), its
cash flows and the changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone Ind AS financial statements
in accordance with the Standards on Auditing (SAs), as specified
under section 143(10) of the Act. Our responsibilities under those
Standards are further described in the ‘Auditor’s Responsibilities for
the Audit of the Standalone Ind AS Financial Statements’ section of
our report. We are independent of the Company in accordance with
the ‘Code of Ethics’ issued by the Institute of Chartered Accountants
of India together with the ethical requirements that are relevant to
our audit of the financial statements under the provisions of the Act
and the Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the Code
of Ethics. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit opinion on
the standalone Ind AS financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the standalone
Ind AS financial statements for the financial year ended March 31,
2023. These matters were addressed in the context of our audit of
the standalone Ind AS financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on
these matters. For each matter below, our description of how our
audit addressed the matter is provided in that context.
We have determined the matters described below to be the key
audit matters to be communicated in our report. We have fulfilled
the responsibilities described in the Auditor’s responsibilities for the
audit of the standalone Ind AS financial statements section of our
report, including in relation to these matters. Accordingly, our audit
included the performance of procedures designed to respond to our
assessment of the risks of material misstatement of the standalone
Ind AS financial statements. The results of our audit procedures,
including the procedures performed to address the matters below,
provide the basis for our audit opinion on the accompanying
standalone Ind AS financial statements.
Key audit matters
How our audit addressed the key audit matter
Impairment assessment of investments in subsidiaries (as described in note 5 of the standalone Ind AS financial statements)
As at March 31, 2023, the net carrying value of investment in wholly owned
subsidiaries in the standalone Ind AS balance sheet amounts to ` 33,561
lakhs.
To assess if there is an impairment of the carrying value of investment,
management conducted impairment tests, annually or whenever changes
in circumstances or events indicate that, the carrying amount of such
investment may not be recoverable. An impairment loss is recognized if
the recoverable amount is lower than the carrying value.
The recoverable amount is estimated by calculating the value in use by
discounting future cash flows based on future business plans which are
reviewed and approved by the Board of Directors of the Company.
This is a key audit matter as the testing of investment impairment is
complex and involves significant judgement. The key assumptions involved
in impairment tests are projected revenue growth, operating margins,
discount rates and terminal growth rate.
Our audit procedures included the following:
(i)
We evaluated the Company’s internal controls over its annual impairment
assessment and key assumptions applied such as revenue growth, operating
margins, discount rates and terminal growth rates;
(ii)
In respect of valuation assessment performed by the management, we have
obtained and assessed the key assumptions used;
(iii)
We have evaluated the competences, capabilities and objectivity of the
management’s expert and obtained an understanding of the scope of work
and the terms of engagement.
(iv)
We involved valuation specialists for evaluating and testing the key
assumptions and methodologies used by the management’s expert in their
valuation reports;
(v)
We performed sensitivity analysis in respect of key assumption used;
(vi)
We tested the arithmetical accuracy of the impairment models used;
(vii) We discussed potential changes in key drivers as compared to previous year
/ actual performance with management in order to evaluate whether the
inputs and assumptions used in the cash flow forecasts were suitable; and
(viii) We assessed the disclosures made in the standalone Ind AS financial
statements.
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Subex Annual Report 2022-23
Evaluation of key tax matters (as described in note 33 of the standalone Ind AS financial statements)
The Company operates in multiple jurisdictions and is subject to periodic
challenges by local tax authorities on a range of tax matters during the
normal course of business including transfer pricing and indirect tax
matters. These involve significant judgment by the Company to determine
the possible outcome of the uncertain tax positions, consequently having
an impact on related accounting and disclosures in the standalone
financial statements, which have been a matter of significance during the
audit and hence considered as a key audit matter.
Our audit procedures included the following:
(i) We obtained an understanding and tested the internal controls relating to the
identification, recognition and measurement of provisions for disputes and
disclosures of contingent liabilities in relation to tax;
(ii)
We obtained confirmation from management’s expert on ongoing litigations
along with risk assessment and assessed the independence, objectivity, and
competence of the management expert;
(iii)
We obtained details of tax assessments, demands issued by tax authorities,
orders/notices received with respect to other litigations from the
management;
(iv)
We involved tax specialists to review the status of tax assessments and
management’s position in relation to on-going disputes regarding likelihood
assessment of exposure carried out by the management; and
(v)
We assessed the adequacy of disclosures made in the standalone Ind AS
financial statements.
Revenue recognition (as described in note 21 of the Standalone Ind AS financial statements)
The Company derives its revenue primarily from sale, implementation
and customization of its proprietary license and related managed/support
services.
Revenue from contracts with customers is recognized by the Company in
accordance with the requirements of Ind AS 115, Revenue from Contracts
with Customers (“Ind AS 115”), which involves certain key judgements
relating to identification of distinct performance obligations, determination
of the transaction price, allocation of transaction price to the identified
performance obligations especially to license fees, the appropriateness of
the basis used to measure revenue recognized over time or at a point in
time. Accordingly, revenue recognition has been identified as a key audit
matter.
Our audit procedures included the following:
(i)
We evaluated the design of internal controls and tested the operating
effectiveness of the internal control over revenue recognition;
(ii)
We performed following procedures on a sample of revenue contracts,
selected on a test check basis:
•
Read and identified the distinct performance obligations in these
contracts and compared these performance obligations with those
identified and recorded;
•
Read the terms of the contracts and tested the determination of the
transaction price including any variable consideration. Also, tested
management’s evaluation of the stand-alone selling price for each
performance obligation;
•
Tested the basis used by the management to measure revenue
recognized over time or at a point in time as per the requirements of
Ind AS 115;
(iii)
Performed cut-off procedures;
(iv)
In respect of fixed price contracts, we assessed the efforts incurred with
estimated efforts to identify significant variations and reasons and to test
whether those variations have been considered in estimating the remaining
efforts to complete the contract; and
(v)
We assessed the disclosures in the Standalone Ind AS financial statements.
We have determined that there are no other key audit matters to
communicate in our report.
Other Information
The Company’s Board of Directors is responsible for the other
information. The other information comprises the information
included in the Management Discussion and Analysis, Board’s report
including annexures, Business Responsibility Report and Report on
Corporate Governance (hereinafter together referred to as “reports”),
but does not include the standalone Ind AS financial statements and
our auditor’s report thereon.
Our opinion on the standalone Ind AS financial statements does
not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the standalone Ind AS financial
statements, our responsibility is to read the other information, in
doing so, consider whether such other information is materially
inconsistent with the Standalone Ind AS financial statements or
our knowledge obtained in the audit or otherwise appears to be
materially misstated.
The Director’s report is not made available to us at the date of this
auditor’s report. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with
Governance for the Standalone Ind AS Financial Statements
The Company’s Board of Directors is responsible for the matters
stated in section 134(5) of the Act with respect to the preparation
of these standalone Ind AS financial statements that give a true and
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Subex Annual Report 2022-23
fair view of the financial position, financial performance including
other comprehensive income, cash flows and changes in equity
of the Company in accordance with the accounting principles
generally accepted in India, including the Indian Accounting
Standards (Ind AS) specified under section 133 of the Act read
with the Companies (Indian Accounting Standards) Rules, 2015, as
amended. This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the Act for
safeguarding of the assets of the Company and for preventing and
detecting frauds and other irregularities; selection and application of
appropriate accounting policies; making judgments and estimates
that are reasonable and prudent; and the design, implementation
and maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness of
the accounting records, relevant to the preparation and presentation
of the standalone Ind AS financial statements that give a true and fair
view and are free from material misstatement, whether due to fraud
or error.
In preparing the standalone Ind AS financial statements, management
is responsible for assessing the
Company’s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going
concern basis of accounting unless management either intends to
liquidate the Company or to cease operations, or has no realistic
alternative but to do so.
Those charged with governance are also responsible for overseeing
the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Standalone Ind AS
Financial Statements
Our objectives are to obtain reasonable assurance about whether
the standalone Ind AS financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue
an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic
decisions of users taken on the basis of these standalone Ind AS
financial statements.
As part of an audit in accordance with SAs, we exercise professional
judgment and maintain professional skepticism throughout the audit.
We also:
•
Identify and assess the risks of material misstatement of the
standalone Ind AS financial statements, whether due to fraud or
error, design and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of
internal control.
•
Obtain an understanding of internal control relevant to the
audit in order to design audit procedures that are appropriate
in the circumstances. Under section 143(3)(i) of the Act, we are
also responsible for expressing our opinion on whether the
Company has adequate internal financial controls with reference
to financial statements in place and the operating effectiveness
of such controls.
•
Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and related
disclosures made by management.
•
Conclude on the appropriateness of management’s use of
the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt
on the Company’s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to
draw attention in our auditor’s report to the related disclosures
in the financial statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Company
to cease to continue as a going concern.
•
Evaluate the overall presentation, structure and content of
the standalone Ind AS financial statements, including the
disclosures, and whether the standalone Ind AS financial
statements represent the underlying transactions and events in
a manner that achieves fair presentation.
We communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with a statement
that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships
and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the standalone Ind AS financial statements
for the financial year ended March 31, 2023 and are therefore the
key audit matters. We describe these matters in our auditor’s report
unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that
a matter should not be communicated in our report because the
adverse consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1.
As required by the Companies (Auditor’s Report) Order, 2020
(“the Order”), issued by the Central Government of India in
terms of sub-section (11) of section 143 of the Act, we give in the
“Annexure 1” a statement on the matters specified in paragraphs
3 and 4 of the Order.
2.
As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and
explanations which to the best of our knowledge and belief
were necessary for the purposes of our audit;
90
Subex Annual Report 2022-23
(b) In our opinion, proper books of account as required by
law have been kept by the Company so far as it appears
from our examination of those books except that the
backup of all books of account and other books and papers
maintained in electronic mode has not been maintained on
servers physically located in India on daily basis.
(c) The Balance Sheet, the Statement of Profit and Loss
including the Statement of Other Comprehensive income/
(loss), the Cash Flow Statement and Statement of Changes
in Equity dealt with by this Report are in agreement with the
books of account;
(d) In our opinion, the aforesaid standalone Ind AS financial
statements comply with the Accounting Standards specified
under Section 133 of the Act, read with Companies (Indian
Accounting Standards) Rules, 2015, as amended;
(e) On the basis of the written representations received from
the directors as on March 31, 2023 taken on record by the
Board of Directors, none of the directors is disqualified as
on March 31, 2023 from being appointed as a director in
terms of Section 164 (2) of the Act;
(f)
The observation relating to the maintenance of accounts
and other matters connected therewith are as stated in
paragraph (b) above.
(g) With respect to the adequacy of the internal financial
controls with reference to these standalone Ind AS financial
statements and the operating effectiveness of such
controls, refer to our separate Report in “Annexure 2” to this
report;
(h) In our opinion, the managerial remuneration for the year
ended March 31, 2023 has been paid / provided by the
Company to its directors in accordance with the provisions
of section 197 read with Schedule V to the Act;
(i)
With respect to the other matters to be included in
the Auditor’s Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, as amended
in our opinion and to the best of our information and
according to the explanations given to us:
i.
The Company has disclosed the impact of pending
litigations on its financial position in its standalone
Ind AS financial statements – Refer Note 33 to the
standalone Ind AS financial statements;
ii.
The Company did not have any long-term contracts
including derivative contracts for which there were
any material foreseeable losses;
iii.
There were no amounts which were required to be
transferred to the Investor Education and Protection
Fund by the Company.
iv.
a) The management has represented that, to the
best of its knowledge and belief, no funds have
been advanced or loaned or invested (either from
borrowed funds or share premium or any other
sources or kind of funds) by the Company to or
in any other person or entity, including foreign
entities (“Intermediaries”), with the understanding,
whether recorded in writing or otherwise, that the
Intermediary shall, whether, directly or indirectly
lend or invest in other persons or entities identified
in any manner whatsoever by or on behalf of the
Company (“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of the
Ultimate Beneficiaries;
b)
The management has represented that, to
the best of its knowledge and belief, no funds
have been received by the Company from
any person or entity, including foreign entities
(“Funding Parties”), with the understanding,
whether recorded in writing or otherwise, that
the Company shall, whether, directly or indirectly,
lend or invest in other persons or entities identified
in any manner whatsoever by or on behalf of the
Funding Party (“Ultimate Beneficiaries”) or provide
any guarantee, security or the like on behalf of the
Ultimate Beneficiaries; and
c)
Based on such audit procedures performed
that have been considered reasonable and
appropriate in the circumstances, nothing has
come to our notice that has caused us to believe
that the representations under sub-clause (a) and
(b) contain any material misstatement.
v.
No dividend has been declared or paid during the year
by the Company.
vi.
As proviso to Rule 3(1) of the Companies (Accounts)
Rules, 2014 for maintaining books of account using
accounting software which has a feature of recording
audit trail (edit log) facility is applicable for the
Company only w.e.f. April 1, 2024, reporting under this
clause is not applicable.
For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm registration number: 101049W/E300004
per Rajeev Kumar
Partner
Membership number: 213803
UDIN: 23213803BGXAKX4589
Place of signature: Bengaluru, India
Date: May 15, 2023
91
Subex Annual Report 2022-23
Annexure ‘1’ referred to in paragraph under the heading “Report on other legal and regulatory requirements”
of our report of even date on the Standalone Ind AS Financial Statements of Subex Limited
In terms of the information and explanations sought by us and given
by the company and the books of account and records examined by
us in the normal course of audit and to the best of our knowledge
and belief, we state that:
(i)
(a) (A) The Company has maintained proper records showing
full particulars, including quantitative details and
situation of property, plant and equipment.
(B) The Company has maintained proper records showing
full particulars of intangibles assets.
(b) Property, plant and equipment have been physically verified
by the management during the year and no material
discrepancies were identified on such verification.
(c) According to the information and explanations given by
the management, there is no immovable property (other
than properties where the Company is the lessee and the
lease agreements are duly executed in favour of the lessee)
held by the Company and accordingly, the requirements
under paragraph 3(i)(c) of the Order are not applicable to
the Company.
(d) The Company has not revalued its property, plant and
equipment (including right of use assets) or intangible
assets during the year ended March 31, 2023.
(e) According to the information and explanations given
by the management, there are no proceedings initiated
or are pending against the Company for holding any
benami property under the Prohibition of Benami Property
Transactions Act, 1988 and rules made thereunder.
(ii)
(a) The Company’s business does not involve maintenance of
inventories and, accordingly, the requirement to report on
clause 3(ii)(a) of the Order is not applicable to the Company.
(b) According to the information and explanations given by
the management, the Company has not been sanctioned
working capital limits in excess of Rs. five crores in
aggregate from banks or financial institutions during any
point of time of the year on the basis of security of current
assets. Accordingly, the requirement to report on clause
3(ii)(b) of the Order is not applicable to the Company.
(iii) (a) During the year, the Company has provided advances in
the nature of loans to other parties (i.e., employees) as
follows:
Particulars
Guarantees Security
Loans
Advances
in nature of
loans
Aggregate amount
granted/provided
during the year
- Others (i.e.,
employees)
-
-
-
Rs. 72.08
Lakhs
Balance outstanding
as at balance sheet
date in respect of
above cases
- Others (i.e.,
employees)
-
-
-
Rs. 28.84
Lakhs
(b) During the year the investments made and the terms and
conditions of the grant of all loans and advances in the
nature of loans to other parties (i.e. employees) are not
prejudicial to the Company’s interest.
(c) The Company has granted advance in the nature of loans
during the year to other parties (i.e. employees) where
the schedule of repayment of principal and payment of
interest has been stipulated and the repayment or receipts
are regular except in the following case where loans were
granted in earlier years, there are no repayments of principal
and interest.
Name of the Entity
Amount
Due date
Extent of delay
Remarks, if any
Subex Technologies Limited
` 1,706 Lakhs
Note 1
Note 1
The amount given to the wholly owned subsidiary is
fully provided for, in the books of the Company.
Note 1: The Company had granted the above loans in
earlier years which have been fully impaired in the books of
the Company in earlier years. Further, no interest is accrued
in respect of these loans.
(d) There are no amounts of loans and advances in the nature
of loans granted to companies, firms, limited liability
partnerships or any other parties (i.e., employees) which are
overdue for more than ninety days except for the loan given
to Subex Technologies Limited which has been provided as
detailed in note 1 of the previous paragraph.
(e) There were no loans or advance in the nature of loan
granted to other parties (i.e. employees) which have fallen
due during the year, that have been renewed or extended
or fresh loans granted to settle the overdue of existing
loans given to the same parties.
(f)
The Company has not granted any loans or advances in
the nature of loans, either repayable on demand or without
specifying any terms or period of repayment to companies,
firms, limited liability partnerships or any other parties.
Accordingly, the requirement to report on clause 3(iii)(f) of
the Order is not applicable to the Company.
(iv) In our opinion and according to the information and explanations
given by the management, there are no loans, investments,
guarantees, and security in respect of which provisions of
92
Subex Annual Report 2022-23
sections 185 of the Companies Act, 2013 (“the Act”) are
applicable and hence not commented upon. Further, according
to the information and explanations given to us, provisions of
sections 186 of the Companies Act, 2013 in respect of loans,
investments and, guarantees, and security have been complied
with by the Company. However, in case of one subsidiary where
the loan granted during previous years amounting to INR 1,706
lakhs has been provided for in previous years considering the
financial position of the said subsidiary.
(v)
The Company has neither accepted any deposits from the
public nor accepted any amounts which are deemed to be
deposits within the meaning of sections 73 to 76 of the Act and
the rules made thereunder, to the extent applicable. Accordingly,
the requirement to report on clause 3(v) of the Order is not
applicable to the Company.
(vi) To the best of our knowledge and as explained, the Central
Government has not specified the maintenance of cost records
under section 148(1) of the Act, for the products/services of the
Company.
(vii) (a) The Company is regular in depositing with appropriate
authorities undisputed statutory dues including goods and
services tax, provident fund, employees’ state insurance,
income-tax, duty of customs, cess and other statutory
dues applicable to it. According to the information and
explanations given to us and based on audit procedures
performed by us, no undisputed amounts payable in
respect of these statutory dues were outstanding, at the
year end, for a period of more than six months from the
date they became payable.
(b) According to the records of the Company, there are no dues of goods and services tax, provident fund, employees’ state insurance,
income tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess, goods and service tax and other statutory
dues which have not been deposited on account of any dispute, except the following
Name of the
statute
Nature of the dues
Disputed amount *
(` in Lakhs)
Amount paid/
refund adjusted
under protest
(` in Lakhs)
Period to which the
amount relates
(Financial Year)
Forum where dispute is
pending
Income
Tax
Act, 1961
Adjustment for transfer
pricing, disallowances under
section 10A and other
disallowances
151#
-
2014-15
Assessing officer (‘AO’)
1,028#
1,028
2013-14
Assessing officer (‘AO’)
369
369
2013-14
Hon’ble High Court of
Karnataka
379#
379
2010-11
Assessing Officer (‘AO’)
Finance Act,
1994
Service tax
1,004
924
April 2006 to
October
2007
Central Excise and Service
Tax Appellate Tribunal,
Bangalore
3,608
-
April 2006 to
July 2009
Commissioner of Service
Tax, Bangalore
* Excluding penalty and interest from the date of Order to
March 31, 2023.
# The Company has received partial/complete favorable
orders from Income Tax Appellate Tribunal (‘ITAT’)/Hon’ble
High Court of Karnataka and is awaiting order giving effect
from assessing officer.
(viii) The Company has not surrendered or disclosed any transaction,
previously unrecorded in the books of account, in the tax
assessments under the Income Tax Act, 1961 as income during
the year. Accordingly, the requirement to report on clause 3(viii)
of the Order is not applicable to the Company.
(ix) (a) The Company did not have any outstanding loans or
borrowings or interest thereon due to any lender during
the year. Accordingly, the requirement to report on clause
ix(a) of the Order is not applicable to the Company.
(b) The Company has not been declared willful defaulter by
any bank or financial institution or government or any
government authority.
(c) The Company did not have any term loans outstanding
during the year hence, the requirement to report on clause
(ix)(c) of the Order is not applicable to the Company.
(d) The Company did not raise any funds during the year
hence, the requirement to report on clause (ix)(d) of the
Order is not applicable to the Company.
(e) On an overall examination of the financial statements of the
Company, the Company has not taken any funds from any
entity or person on account of or to meet the obligations of
its subsidiaries. The Company does not have any associates
or joint ventures.
(f)
On an overall examination of the financial statements,
the Company has not raised loans during the year on the
pledge of securities held in its subsidiaries. The Company
does not have any associates or joint venture. Accordingly,
the requirement to report on clause (ix)(f) of the Order is
not applicable to the Company.
(x)
(a) According to the information and explanation given by the
management, the Company has not raised any money
93
Subex Annual Report 2022-23
during the year by way of initial public offer / further public
offer (including debt instruments) hence, the requirement
to report on clause 3(x)(a) of the Order is not applicable to
the Company.
(b) The Company has not made any preferential allotment or
private placement of shares/ fully or partially or optionally
convertible debentures during the year under audit and
hence, the requirement to report on clause 3(x)(b) of the
Order is not applicable to the Company.
(xi) (a) According to the information and explanation given by the
management, no fraud by the Company or no fraud on the
Company has been noticed or reported during the year.
(b) During the year, no report under sub-section (12) of
section 143 of the Act has been filed by secretarial audit
or by us in Form ADT – 4 as prescribed under Rule 13 of
Companies (Audit and Auditors) Rules, 2014 with the
Central Government.
(c) As represented to us by the management, there are no
whistle blower complaints received by the Company
during the year.
(xii) In our opinion, the Company is not a nidhi company as per the
provisions of the Act. Therefore, the requirement to report on
clause 3(xii)(a), (b) and (c) of the Order is not applicable to the
Company.
(xiii) According to the information and explanations given by
the management, transactions with the related parties are
in compliance with section 177 and 188 of the Act, where
applicable and the details have been disclosed in the notes to
the standalone Ind AS financial statements, as required by the
applicable accounting standards.
(xiv) (a) The Company has an internal audit system commensurate
with the size and nature of its business.
(b) The internal audit reports of the Company issued till the
date of the audit report, for the period under audit have
been considered by us.
(xv) According to the information and explanations given by the
management, the Company has not entered into any non-
cash transactions with its directors or persons connected
with its directors, as referred to in section 192 of the Act and
hence requirement to report on clause 3(xv) of the Order is not
applicable to the Company.
(xvi) (a) According to the information and explanations given by the
management, the provisions of section 45-IA of the Reserve
Bank of India Act, 1934 (2 of 1934) are not applicable to the
Company. Accordingly, the requirement to report on clause
(xvi)(a) of the Order is not applicable to the Company.
(b) The Company is not engaged in any Non-Banking Financial
or Housing Finance activities. Accordingly, the requirement
to report on clause (xvi)(b) of the Order is not applicable to
the Company.
(c) The Company is not a Core Investment Company as
defined in the regulations made by Reserve Bank of India.
Accordingly, the requirement to report on clause 3(xvi) of
the Order is not applicable to the Company.
(d) There is no Core Investment Company as a part of the
Group, hence, the requirement to report on clause 3(xvi)(d)
of the Order is not applicable to the Company.
(xvii) The Company has incurred cash losses in the current year
amounting to Rs. 6,512 lakhs. In the immediately preceding
financial year, the Company had incurred cash losses amounting
to Rs. 284 lakhs.
(xviii) There has been no resignation of the statutory auditors during
the year and accordingly requirement to report on clause 3(xviii)
of the Order is not applicable to the Company.
(xix) On the basis of the financial ratios disclosed in note 40
to the standalone Ind-AS financial statements, ageing and
expected dates of realization of financial assets and payment
of financial liabilities, other information accompanying the
financial statements, our knowledge of the Board of Directors
and management plans and based on our examination of the
evidence supporting the assumptions, nothing has come to
our attention, which causes us to believe that any material
uncertainty exists as on the date of the audit report that
Company is not capable of meeting its liabilities existing at the
date of balance sheet as and when they fall due within a period
of one year from the balance sheet date. We, however, state that
this is not an assurance as to the future viability of the Company.
We further state that our reporting is based on the facts up to
the date of the audit report and we neither give any guarantee
nor any assurance that all liabilities falling due within a period of
one year from the balance sheet date, will get discharged by the
Company as and when they fall due.
(xx) The Company does not have any obligation to incur expenses
in relation to Corporate Social Responsibility as disclosed in note
39 to the standalone Ind-AS financial statements. Accordingly,
the requirement to report on clause (xx)(a) and (b) of the Order
is not applicable to the Company.
For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004
per Rajeev Kumar
Partner
Membership number: 213803
UDIN: 23213803BGXAKX4589
Place of Signature: Bengaluru
Date: May 15, 2023
94
Subex Annual Report 2022-23
Annexure ‘2’ to the Independent Auditor’s Report of even date on the Standalone Ind AS Financial Statements
of Subex Limited
Report on the Internal Financial Controls under clause (i) of sub-
section 3 of section 143 of the Companies Act, 2013 (“the Act”)
We have audited the internal financial controls with reference
to standalone Ind AS financial statement of Subex Limited (“the
Company”) as of March 31, 2023 in conjunction with our audit of the
standalone Ind AS financial statements of the Company for the year
ended on that date.
Management’s Responsibility for Internal Financial Controls
The Company’s Management is responsible for establishing and
maintaining internal financial controls based on the internal control
over financial reporting criteria established by the Company
considering the essential components of internal control stated in the
Guidance Note on Audit of Internal Financial Controls Over Financial
Reporting issued by the Institute of Chartered Accountants of India
(“ICAI”). These responsibilities include the design, implementation
and maintenance of adequate internal financial controls that were
operating effectively for ensuring the orderly and efficient conduct
of its business, including adherence to the Company’s policies, the
safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records,
and the timely preparation of reliable financial information, as
required under the Companies Act, 2013.
Auditor’s Responsibility
Our responsibility is to express an opinion on the Company’s
internal financial controls with reference to these standalone Ind AS
financial statements based on our audit. We conducted our audit in
accordance with the Guidance Note on Audit of Internal Financial
Controls Over Financial Reporting (the “Guidance Note”) and the
Standards on Auditing as specified under section 143(10) of the Act,
to the extent applicable to an audit of internal financial controls, both
issued by the ICAI. Those Standards and the Guidance Note require
that we comply with ethical requirements and plan and perform
the audit to obtain reasonable assurance about whether adequate
internal financial controls with reference to these standalone Ind
AS financial statements was established and maintained and if such
controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence
about the adequacy of the internal financial controls with reference
to these standalone Ind AS financial statements and their operating
effectiveness. Our audit of internal financial controls with reference
to standalone Ind AS financial statements included obtaining an
understanding of internal financial controls with reference to these
standalone Ind AS financial statements, assessing the risk that a
material weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed
risk. The procedures selected depend on the auditor’s judgement,
including the assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the internal
financial controls with reference to these standalone Ind AS financial
statements.
Meaning of Internal Financial Controls with Reference to these
Standalone Ind AS Financial Statements
A Company’s internal financial control with reference to standalone
Ind AS financial statements is a process designed to provide
reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles. A
Company’s internal financial control with reference to standalone
Ind AS financial statements includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions
of the assets of the Company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the
Company are being made only in accordance with authorisations
of management and directors of the Company; and (3) provide
reasonable assurance regarding prevention or timely detection of
unauthorised acquisition, use, or disposition of the Company’s assets
that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls with Reference
to Standalone Ind AS Financial Statements
Because of the inherent limitations of internal financial controls with
reference to standalone Ind AS financial statements, including the
possibility of collusion or improper management override of controls,
material misstatements due to error or fraud may occur and not be
detected. Also, projections of any evaluation of the internal financial
controls with reference to standalone Ind AS financial statements to
future periods are subject to the risk that the internal financial control
with reference to standalone Ind AS financial statements may become
inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, adequate
internal financial controls with reference to standalone Ind AS
financial statements and such internal financial controls with
reference to standalone Ind AS financial statements were operating
effectively as at March 31, 2023, based on the internal control over
financial reporting criteria established by the Company considering
the essential components of internal control stated in the Guidance
Note issued by ICAI.
For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004
per Rajeev Kumar
Partner
Membership number: 213803
UDIN: 23213803BGXAKX4589
Place of Signature: Bengaluru
Date: May 15, 2023
95
Subex Annual Report 2022-23
STANDALONE BALANCE SHEET
as at March 31, 2023
(` in Lakhs)
Notes
As at
March 31, 2023
As at
March 31, 2022*
ASSETS
Non-current assets
Property, plant and equipment
3
715
29
Right-of-use assets
28
2,817
36
Intangible assets
4
525
650
Financial assets
Investments
5
33,951
42,761
Other financial assets
10
653
26
Income tax assets (net)
11
2,941
2,903
Deferred tax asset(net) (including MAT credit entitlement)
12
1,283
141
Other non-current assets
13
41
12
42,926
46,558
Current assets
Financial assets
Investment in mutual funds
5
604
-
Loans
6
88
30
Trade receivables
7
10,883
5,824
Cash and cash equivalents
8
2,448
802
Other balances with banks
9
2,112
75
Other financial assets
10
1,147
1,012
Other current assets
13
360
63
17,642
7,806
Total assets
60,568
54,364
EQUITY AND LIABILITIES
Equity
Equity share capital
14
28,100
28,100
Other equity
15
14,287
20,826
Total equity
42,387
48,926
Liabilities
Non-current liabilities
Financial liabilities
Lease liabilities
28
2,281
27
Provisions
19
74
100
2,355
127
96
Subex Annual Report 2022-23
Notes
As at
March 31, 2023
As at
March 31, 2022*
Current liabilities
Financial liabilities
Lease liabilities
28
685
11
Trade payables
- total outstanding dues of micro enterprises and small enterprises
16
141
134
- total outstanding dues of creditors other than micro enterprises and small enterprises
16
8,043
1,031
Other financial liabilities
17
5,724
3,767
Other current liabilities
18
825
104
Provisions
19
305
122
Current tax liabilities (net)
20
103
142
15,826
5,311
Total liabilities
18,181
5,438
Total equity and liabilities
60,568
54,364
Corporate information and significant accounting policies
1 & 2
The accompanying notes are an integral part of the standalone financial statements
* Refer note 1 (c)
As per our report of even date
For and on behalf of the Board of Directors of Subex Limited
For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm registration number: 101049W/E300004
Anil Singhvi
Chairman, Non- Executive & Non-Independent Director
DIN : 00239589
Place: Mumbai, India
Nisha Dutt
Chief Executive Officer
Place: Bengaluru, India
per Rajeev Kumar
Partner
Membership No.: 213803
Sumit Kumar
Chief Financial Officer
Place: Bengaluru, India
G V Krishnakanth
Company Secretary
Place: Bengaluru, India
Place: Bengaluru, India
Date: May 15, 2023
Date: May 15, 2023
STANDALONE BALANCE SHEET (contd.)
as at March 31, 2023
(` in Lakhs)
97
Subex Annual Report 2022-23
STANDALONE STATEMENT OF PROFIT AND LOSS
for the year ended March 31, 2023
(` in Lakhs)
Notes
Year ended
March 31, 2023
Year ended
March 31, 2022*
1
Income
Revenue from operations
21
27,352
6,836
Other income
23
242
6
Total income
27,594
6,842
2
Expenses
Employee benefits expense
24
12,191
4,293
Finance costs
25
230
12
Depreciation and amortization expense
26
1,187
163
Share of loss from Limited Liability Partnerships (net)
22
3,159
1,273
Other expenses
27
18,526
1,548
Total expenses
35,293
7,289
3
Loss before tax expense (1-2)
(7,699)
(447)
4
Tax expense (net):
Current tax charge
20
-
141
MAT credit entitlement / (reversal)
20
-
(141)
Deferred tax (credit) / charge
20
(1,147)
-
Provision - foreign income taxes
20
324
-
Total tax expense
(823)
-
5
Net loss for the year (3-4)
(6,876)
(447)
6
Other comprehensive (loss)/ income (‘OCI’), net of tax expense
Items that will not be reclassified subsequently to profit or loss
Re-measurement gain/(loss) on defined benefit plans
35
19
(3)
Total other comprehensive income/(loss), net of tax
19
(3)
7
Total comprehensive loss for the year attributable to equity holders of the Company (5+6)
(6,857)
(450)
8
Earnings per equity share [ (EPS) - nominal value of ` 5/- each (March 31, 2022: ` 5)]
29
Basic (`)
(1.25)
(0.08)
Diluted (`)
(1.25)
(0.08)
Corporate information and significant accounting policies
1 & 2
The accompanying notes are an integral part of the standalone financial statements
* Refer note 1 (c)
As per our report of even date
For and on behalf of the Board of Directors of Subex Limited
For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm registration number: 101049W/E300004
Anil Singhvi
Chairman, Non- Executive & Non-Independent Director
DIN : 00239589
Place: Mumbai, India
Nisha Dutt
Chief Executive Officer
Place: Bengaluru, India
per Rajeev Kumar
Partner
Membership No.: 213803
Sumit Kumar
Chief Financial Officer
Place: Bengaluru, India
G V Krishnakanth
Company Secretary
Place: Bengaluru, India
Place: Bengaluru, India
Date: May 15, 2023
Date: May 15, 2023
98
Subex Annual Report 2022-23
STANDALONE STATEMENT OF CASH FLOWS
for the year ended March 31, 2023
(` in Lakhs)
Year ended
March 31, 2023
Year ended
March 31, 2022*
(A)
Cash flow from operating activities
(Loss)/ profit before tax expense
(7,699)
(447)
Adjustments to reconcile loss before tax expense to net cash flows:
Depreciation of property, plant and equipment and right-of-use assets
1,062
38
Amortization of intangible assets
125
125
Expense on employee share based payments
209
7
Interest income (including fair value changes)
(118)
(4)
Net gain on sale of investments
(41)
(1)
Finance costs (including fair value changes)
227
12
Allowance for expected credit losses (net)
2,315
-
Gain on disposal of property, plant and equipment (net)
(2)
-
Share of loss from limited liability partnerships (net)
3,159
1,273
Net foreign exchange differences
(178)
93
Operating (loss)/ profit before working capital changes
(941)
1,096
Working capital adjustments:
(Increase)/ decrease in loans
(8)
(4)
(Increase)/ decrease in trade receivables
3,710
(3,619)
(Increase)/ decrease in other financial assets
(1,332)
(43)
(Increase)/ decrease in other assets
45
(12)
Increase/ (decrease) in trade payables
3,013
824
Increase/ (decrease) in other financial liabilities
468
(50)
Increase/ (decrease) in other current liabilities
13
71
Increase/ (decrease) in provisions
(27)
5
4,941
(1,732)
Income tax paid (including TDS, net of refund)
(396)
(137)
Net cash flows from/ (used in) operating activities
4,545
(1,869)
(B)
Investing activities
Purchase of property, plant and equipment
(333)
-
Proceeds from sale of property, plant and equipment
4
-
Drawings from Limited Liability Partnerships
9,200
9,074
Share of loss paid to Limited Liability Partnership
(1,185)
(5,750)
Proceeds from sale of investments in mutual fund
6,567
2,875
Investments in mutual fund
(7,130)
(2,876)
Investments in equity instruments
(165)
-
Investments in subsidiary
(225)
-
Purchase consideration for business restructuring
(9,229)
-
Net investment in deposit account
-
(75)
Interest received
63
3
Net cash flows (used in)/ from investing activities
(2,433)
3,251
99
Subex Annual Report 2022-23
Year ended
March 31, 2023
Year ended
March 31, 2022*
(C)
Cash flow from financing activities
Proceeds from exercise of ESOP
101
440
Interest on lease liability
(199)
(4)
Repayment of Lease liability
(368)
(8)
Payments of dividend [refer note 15(a)]
(1,405)
Net cash flows used in financing activities
(466)
(977)
(D)
Net increase in cash and cash equivalents (A+B+C)
1,646
405
Cash and cash equivalents at the beginning of the year
802
397
(E)
Cash and cash equivalents at year end (refer note 8)
2,448
802
Corporate information and significant accounting policies (refer notes 1 & 2)
The accompanying notes are an integral part of the standalone financial statements
* Refer note 1(c)
As per our report of even date
For and on behalf of the Board of Directors of Subex Limited
For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm registration number: 101049W/E300004
Anil Singhvi
Chairman, Non- Executive & Non-Independent Director
DIN : 00239589
Place: Mumbai, India
Nisha Dutt
Chief Executive Officer
Place: Bengaluru, India
per Rajeev Kumar
Partner
Membership No.: 213803
Sumit Kumar
Chief Financial Officer
Place: Bengaluru, India
G V Krishnakanth
Company Secretary
Place: Bengaluru, India
Place: Bengaluru, India
Date: May 15, 2023
Date: May 15, 2023
STANDALONE STATEMENT OF CASH FLOWS (contd.)
for the year ended March 31, 2023
(` in Lakhs)
100
Subex Annual Report 2022-23
STANDALONE STATEMENT OF CHANGES IN EQUITY
for the year ended March 31, 2023
A. Equity share capital (refer note 14):
No.
(` in Lakhs)
Equity shares of ` 5 each subscribed and fully paid-up
As at April 1, 2021
56,20,02,935
28,100
Issued during the year
-
-
As at March 31, 2022
56,20,02,935
28,100
Issued during the year
-
-
As at March 31, 2023
56,20,02,935
28,100
B. Other equity (refer note 15):
(` in Lakhs)
Particulars
Attributable to equity holders of company
Reserves and surplus
Total
Capital
reserve
Securities
premium
General
reserve
Employee
stock options
reserve
Surplus/ (deficit)
in the statement
of profit and loss
Treasury
shares
As at April 1, 2021
2,776
16,444
1,783
232
1,952
(1,121)
22,066
Less: Loss for the year
-
-
-
-
(447)
-
(447)
Less: Other comprehensive loss
-
-
-
-
(3)
-
(3)
Add: Share based expenses (refer note 34)
-
-
-
137
-
-
137
Add/(less): On account of exercise of stock options
-
114
-
(98)
-
424
440
Add/(less): On account of vested options lapsed during the year
-
4
(4)
-
-
-
Less: Dividend [refer note 15(a)]
-
-
-
-
(1,367)
-
(1,367)
As at March 31, 2022*
2,776
16,558
1,787
267
135
(697)
20,826
Less: Loss for the year
-
-
-
-
(6,876)
-
(6,876)
Less: Other comprehensive loss
-
-
-
-
19
-
19
Add: Share based expenses (refer note 34)
-
-
-
232
-
-
232
Add/(less): On account of exercise of stock options
-
26
-
(22)
-
82
86
Add/(less): On account of vested options lapsed during the year
-
33
(33)
-
-
-
As at March 31, 2023
2,776
16,584
1,820
444
(6,722)
(615)
14,287
Corporate information and significant accounting policies (refer notes 1 & 2)
The accompanying notes are an integral part of the standalone financial statements
* Refer note 1(c)
As per our report of even date
For and on behalf of the Board of Directors of Subex Limited
For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm registration number: 101049W/E300004
Anil Singhvi
Chairman, Non- Executive & Non-Independent Director
DIN : 00239589
Place: Mumbai, India
Nisha Dutt
Chief Executive Officer
Place: Bengaluru, India
per Rajeev Kumar
Partner
Membership No.: 213803
Sumit Kumar
Chief Financial Officer
Place: Bengaluru, India
G V Krishnakanth
Company Secretary
Place: Bengaluru, India
Place: Bengaluru, India
Date: May 15, 2023
Date: May 15, 2023
101
Subex Annual Report 2022-23
NOTES TO THE STANDALONE FINANCIAL STATEMENTS
for the year ended March 31, 2023
1. Corporate information
Subex Limited (“the Company” or “Subex”) a public limited
company incorporated in 1994, is a leading global provider
of Operations and Business Support Systems (“OSS/BSS”) to
communication service providers (“CSPs”) worldwide in the
Telecom industry.
The Company pioneered the concept of a Revenue Operations
Centre (“ROC”) – a centralized approach that sustains profitable
growth and financial health for the CSPs through coordinated
operational control. Subex’s product portfolio powers the ROC
and its best-in-class solutions enable new service creation,
operational
transformation,
subscriber-centric
fulfilment,
provisioning automation, data integrity management, revenue
assurance,
cost
management,
fraud
management
and
interconnect/ inter-party settlement. Subex also offers a scalable
Managed Services Program. The CSPs achieve competitive
advantage through Business Optimization and Service Agility and
improve their operational efficiency to deliver enhanced service
experiences to their subscribers. The Company has its registered
office in Bengaluru and operates through its wholly owned
subsidiaries in India, USA, UK, Singapore, Canada, Bangladesh
and UAE and branches in USA, UK, Canada, Australia, Italy, UAE
and Saudi Arabia.
Effective November 1, 2017, the Company has restructured
its business by way of transfer of its Revenue Maximisation
Solutions and related businesses (“RMS business”) and the Subex
Secure and Analytics solutions and related businesses (“Digital
business”) to its subsidiaries, Subex Assurance LLP (“SA LLP”)
and Subex Digital LLP (“SD LLP”) (together referred to as “LLPs”),
respectively, hereinafter referred to as the “Restructuring” 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.
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.
Further, the Board of Directors of the Company in its meeting held
on October 28, 2021 has approved the restructuring of the business,
subject to all requisite approvals, wherein the business carried out
by Subex Assurance LLP will be transferred to Subex Limited on
a ‘going concern’ basis excluding Developed Technology and
Investment in subsidiaries. The aforesaid restructuring is being
carried out to achieve higher operational efficiencies upon
integration and consolidation of business in the listed entity. On
February 23, 2022, the shareholder of the Company approved the
aforesaid restructuring through postal ballot.
These standalone financial statements for the year ended March
31, 2023 are approved by the Board of Directors on May 15,
2023.
2. Significant accounting policies
a.
Basis of preparation
The standalone financial statements of the Company have
been prepared and presented in accordance with accounting
principles generally accepted in India including Indian
Accounting Standards (“Ind AS”) specified under section 133
of the Companies Act, 2013 (“the Act”) read with Companies
(Indian Accounting Standards) Rules, 2015 (as amended from
time to time).
The standalone financial statements have been prepared on
a historical cost basis, except for certain financial instruments
which are measured at fair value at the end of each reporting
period, as explained further in the accounting policies below.
The standalone financial statements comprise the financial
statements of the Company and its controlled employee benefit
trust.
Subex Limited is the sponsoring entity of Employee Stock Option
Plan (“ESOP”) trust. Management of the Company can appoint
and remove the trustees and provide funding to the trust for
buying the shares. Basis assessment by the management, it
believes that the ESOP trust is controlled by the Company and
accordingly Subex Employee Welfare and ESOP Benefit Trust is
consolidated [refer note 2(o) and note 34].
The standalone financial statements are presented in INR (“`”)
and all the values are rounded off to the nearest Lakhs (INR
00,000) except when otherwise indicated.
b.
Use of estimates, assumptions and judgements
The preparation of the standalone financial statements in
conformity with Ind AS requires the management to make
estimates, judgements and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of contingent
assets and liabilities on the date of the standalone financial
statements and the reported amounts of revenues and expenses
for the year reported. Actual results could differ from those
estimates. Estimates and underlying assumptions are reviewed
on an ongoing basis. Revisions to accounting estimates are
recognised in the year in which the estimates are revised and
future periods are affected.
Key source of estimation of uncertainty as at the date of
standalone financial statements, which may cause a material
adjustment to the carrying amounts of assets and liabilities
within the next financial year, is in respect of the following:
Impairment of non-financial assets
Impairment exists when the carrying value of an asset or cash
generating unit (“CGU”) exceeds its recoverable amount, which
102
Subex Annual Report 2022-23
NOTES TO THE STANDALONE FINANCIAL STATEMENTS
for the year ended March 31, 2023
is the higher of its fair value less costs of disposal and its value
in use. The fair value less costs of disposal calculation is based
on available data from binding sales transactions, conducted at
arm’s length, for similar assets or observable market prices less
incremental costs for disposing of the asset. The value in use
calculation is based on a discounted cash flow (“DCF”) model.
The cash flows are derived from the budget for future years
and do not include restructuring activities that the Company is
not yet committed to or significant future investments that will
enhance the asset’s performance of the CGU being tested. The
recoverable amount is sensitive to the discount rate used for the
DCF model as well as the expected future cash-inflows and the
growth rate used for extrapolation purposes. Also, refer note 2(h).
Impairment of financial assets
In accordance with Ind AS 109, the Company assesses
impairment of financial assets (‘Financial instruments’) and
recognises expected credit losses, which are measured through
a loss allowance.
The Company provides for impairment of investment in
subsidiaries. Impairment exists when there is a diminution
in value of the investment and the recoverable value of such
investment is lower than the carrying value of such investment.
The Company provides for impairment of trade receivables
and unbilled revenue based on assumptions about risk of
default and expected timing of collection. The Company uses
judgement in making these assumptions and selecting inputs
to the impairment calculation, based on the Company’s past
history, customer’s creditworthiness, existing market conditions
as well as forward looking estimates at the end of each reporting
period. Also, refer note 2(h).
Defined benefit plans
The cost of the defined benefit gratuity plan and other post-
employment benefits and the present value of the gratuity
obligation is determined using actuarial valuation. An actuarial
valuation involves making various assumptions that may differ
from actual developments in the future. These include the
determination of the discount rate, future salary increases and
mortality rates. Due to the complexities involved in the valuation
and its long-term nature, a defined benefit obligation is highly
sensitive to changes in these assumptions. All assumptions are
reviewed at each reporting date (refer note 35).
The parameter most subject to change is the discount rate. In
determining the appropriate discount rate for plans operated
in India, the management considers the interest rates of
government bonds in currencies consistent with the currencies
of the post-employment benefit obligation.
The mortality rate is based on publicly available mortality
tables. These mortality tables tend to change only at interval in
response to demographic changes. Future salary increases and
gratuity increases are based on expected future inflation rates.
Share-based payments
Estimating fair value for share-based payment transactions
requires determination of the most appropriate valuation
model, which is dependent on the terms and conditions of
the grant. This estimate also requires determination of the
most appropriate inputs to the valuation model including the
expected life of the share option, volatility and dividend yield
and making assumptions about them. The assumptions and
models used for estimating fair value for share-based payment
transactions are disclosed in note 34.
Taxes
The Company’s tax jurisdiction is India. Significant judgments are
involved in determining the provision for income taxes and tax
credits including the amount expected to be paid or refunded
for uncertain tax positions. Also refer note 2(r) and note 20.
Deferred tax assets are recognised for unused tax losses to
the extent that it is probable that taxable profit will be available
against which the losses can be utilised. Significant management
judgement is required to determine the amount of deferred tax
assets that can be recognised, based upon the likely timing
and the level of future taxable profits together with future tax
planning strategies.
Leases
Ind AS 116 requires lessees to determine the lease term as the
non-cancellable period of a lease adjusted with any option
to extend or terminate the lease, if the use of such option is
reasonably certain. The Company makes an assessment on
the expected lease term on a lease-by-lease basis and thereby
assesses whether it is reasonably certain that any options to
extend or terminate the contract will be exercised. In evaluating
the lease term, the Company considers factors such as any
significant leasehold improvements undertaken over the lease
term, costs relating to the termination of the lease and the
importance of the underlying asset to Company’s operations
taking into account the location of the underlying asset and
the availability of suitable alternatives. The lease term in future
periods is reassessed to ensure that the lease term reflects the
current economic circumstances. After considering current and
future economic conditions, the Company has concluded that
no changes are required to lease period relating to the existing
lease contracts [Refer to note 2(j)].
c.
Current/ non-current classification
The Company presents assets and liabilities in the balance sheet
based on current/ non-current classification.
An asset is treated as current when it is:
•
Expected to be realised or intended to be sold or consumed
in normal operating cycle
•
Held primarily for the purpose of trading
103
Subex Annual Report 2022-23
NOTES TO THE STANDALONE FINANCIAL STATEMENTS
for the year ended March 31, 2023
•
Expected to be realised within twelve months after the
reporting period, or
•
Cash or cash equivalent unless restricted from being
exchanged or used to settle a liability for at least twelve
months after the reporting period
All other assets are classified as non-current.
A liability is current when:
•
It is expected to be settled in normal operating cycle
•
It holds the liability primarily for the purpose of trading
•
It is due to be settled within twelve months after the
reporting period, or
•
There is no unconditional right to defer the settlement of
the liability for at least twelve months after the reporting
period
The Company classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current
assets and liabilities, respectively.
Advance tax paid is classified as non-current assets.
The operating cycle is the time between the acquisition of assets
for processing and their realisation in cash and cash equivalents.
The Company has identified twelve months as its operating cycle.
d.
Revenue recognition
Revenue from support services to group entities/related
parties- Support service income is recognized as services are
rendered, on the basis of an agreed mark up on costs incurred,
in accordance with the agreement entered into with group
entities.
The Company derives its revenues from sale and implementation
of its license and implementation of its proprietary software and
managed/ support services.
Revenue is recognized upon transfer of control of promised
products or services to customers in an amount that reflects the
consideration the Company expect to receive in exchange for
those products or services.
The following specific recognition criteria must also be met
before revenue is recognized:
Revenues from licensing arrangements is recognized at a point in
time on transfer of the title in user licenses, except those contracts
where transfer of title is dependent upon rendering of significant
implementation and other services by the Company, in which
case revenue is recognized over the implementation period in
accordance with the specific terms of the contracts with clients.
Revenue from implementation and customisation services
is recognised using the percentage of completion method.
Percentage of completion is determined based on completed
efforts against the total estimated efforts, which represent the
fair value of services rendered.
Revenue from managed/ support services comprise income
from fixed price contracts, time-and-material contracts and
annual maintenance contracts. Revenue from fixed price
contracts is recognized over the period of the contracts using
the percentage of completion method. Revenue from time and
material contracts is recognized when the services are rendered
in accordance with the terms of contracts. Revenue from annual
maintenance contracts is recognised rateably over the period of
the contracts.
Revenue from sale of hardware under reseller arrangements
is recognized when all the significant risks and rewards of
ownership of the goods have been passed to the buyer, usually
on delivery of goods to customers.
In case of multiple element arrangements for sale of software
license, related implementation and maintenance services, the
Company has applied the guidance in Ind AS 115, by applying
the revenue recognition criteria for each distinct performance
obligation. The arrangements generally meet the criteria for
considering the sale of software license, related implementation
and maintain services as distinct performance obligation. For
allocating the consideration, the Company has measured the
revenue in respect of each distinct performance obligation of
a transaction at its standalone selling price, in accordance with
principles given in Ind AS 115. The price that is regularly charged
for an item when sold separately is the best evidence of its
standalone selling price. In cases where the Company is unable
to determine the standalone selling price, the Company has used
a residual method to allocate the arrangement consideration. In
these cases, the balance of the consideration, after allocating
the standalone selling price of undelivered components of a
transaction has been allocated to the delivered components for
which specific standalone selling price do not exist.
The Company collects Goods and Services tax and other
taxes as applicable in the respective tax jurisdictions where the
Company operates, on behalf of the government and therefore
it is not an economic benefit flowing to the Company. Hence it
is excluded from revenue.
Provisions for estimated losses on contracts are recorded in the
period in which such losses become probable based on the
current contract estimates. ‘Unbilled revenue’ included in other
financial assets represent revenues recognized in excess of
amounts billed to clients as at the balance sheet date. ‘Unearned
revenue’ included in other current liabilities represent billings in
excess of revenues recognized as at the balance sheet date.
Performance
obligations
and
remaining
performance
obligations
The remaining performance obligation disclosure provides the
aggregate amount of the transaction price yet to be recognized
104
Subex Annual Report 2022-23
NOTES TO THE STANDALONE FINANCIAL STATEMENTS
for the year ended March 31, 2023
as at the end of the reporting period and an explanation as to
when the Company expects to recognize these amounts in
revenue.
Applying the practical expedient as given in Ind AS 115, the
Company has not disclosed the remaining performance
obligation related disclosures for contracts where the revenue
recognized corresponds directly with the value to the customer
of the entity’s performance completed to date, typically those
contracts where invoicing is on time and material basis.
Remaining performance obligation estimates are subject
to change and are affected by several factors, including
terminations, changes in the scope of contracts, periodic
revalidations, adjustment for revenue that has not materialized
and adjustments for currency.
Interest
Interest income is recognized as it accrues in the standalone
statement of profit and loss using effective interest rate method.
e.
Property, plant and equipment
Property, plant and equipment is stated at cost, net of
accumulated depreciation and accumulated impairment losses,
if any. The cost comprises purchase price, borrowing costs
if capitalization criteria are met, directly attributable cost of
bringing the plant and equipment to its working condition for
the intended use and cost of replacing part of the plant and
equipment. When significant parts of plant and equipment are
required to be replaced at intervals, the Company depreciates
them separately based on their specific useful lives. Likewise,
when a major inspection is performed, its cost is recognised
in the carrying amount of the plant and equipment as a
replacement if the recognition criteria are satisfied. All other
repair and maintenance costs are recognised in the standalone
statement of profit and loss as incurred. The present value of the
expected cost for the decommissioning of an asset after its use
is included in the cost of the respective asset if the recognition
criteria for a provision are met.
Gains or losses arising from derecognition of the assets are
measured as the difference between the net disposal proceeds
and the carrying amounts of the assets and are recognized in
the standalone statement of profit and loss when the assets are
derecognized.
f.
Intangible assets
Intangible assets acquired separately are measured on initial
recognition at cost. Following initial recognition, intangible
assets are carried at cost less any accumulated amortization
and accumulated impairment losses. Internally generated
intangibles, excluding capitalised development costs, are
not capitalised and the related expenditure is reflected in the
standalone statement of profit and loss in the period in which
the expenditure is incurred.
Intangible assets with finite lives are amortized over the useful
economic life and assessed for impairment whenever there
is an indication that the intangible asset may be impaired.
The amortization period and the amortization method for an
intangible asset with a finite useful life are reviewed at least at the
end of each reporting period. Changes in the expected useful
life or the expected pattern of consumption of future economic
benefits embodied in the asset are considered to modify the
amortization period or method, as appropriate, and are treated
as changes in accounting estimates.
Gains or losses arising from derecognition of an intangible
asset are measured as the difference between the net disposal
proceeds and the carrying amount of the asset and are
recognised in the standalone statement of profit and loss when
the asset is derecognised.
g.
Depreciation and amortization
Depreciation of property, plant and equipment and amortization
of intangible assets with finite useful lives is calculated on a
straight-line basis over the useful lives of the assets estimated by
the management, basis technical assessment:
The Company has used the following useful lives to provide
depreciation on plant and equipment and amortization of
intangible assets:
Assets
Useful life
Computer equipment
3 years
Furniture and fixtures
5 years
Vehicles
5 years
Office equipment
5 years
Leasehold improvements
5 years
Computer software
4 years
Intellectual property rights
10 years
The residual values, useful lives and methods of depreciation
of property, plant and equipment and amortization of
intangibles are reviewed at each financial year end and adjusted
prospectively, if appropriate.
h.
Impairment
Impairment of financial assets
The Company assesses at each date of balance sheet whether
a financial asset or a Group of financial assets is impaired. Ind AS
109 (‘Financial instruments’) requires expected credit losses to be
measured through a loss allowance. The Company recognises
lifetime expected losses for all contract assets and/ or all trade
receivables that do not constitute a financing transaction. For all
other financial assets, expected credit losses are measured at an
amount equal to the 12-month expected credit losses or at an
amount equal to the life time expected credit losses if the credit
risk on the financial asset has increased significantly since initial
recognition.
105
Subex Annual Report 2022-23
NOTES TO THE STANDALONE FINANCIAL STATEMENTS
for the year ended March 31, 2023
Impairment of non-financial assets
Non-financial assets including Property, plant and equipment,
intangible assets and right-of-use asset with finite life are
evaluated for recoverability whenever there is any indication
that their carrying amounts may not be recoverable. If any such
indication exists, the recoverable amount (i.e. higher of the fair
value less cost to sell and the value-in-use) is determined on an
individual asset basis unless the asset does not generate cash
flows that are largely independent of those from other assets. In
such cases, the recoverable amount is determined for the CGU
to which the asset belongs.
If the recoverable amount of an asset (or CGU) is estimated to be
less than its carrying amount, the carrying amount of the asset
(or CGU) is reduced to its recoverable amount. An impairment
loss is recognised in the standalone statement of profit and loss.
For assets an assessment is made at each reporting date
to determine whether there is an indication that previously
recognised impairment losses no longer exist or have
decreased. If such indication exists, the Company estimates the
asset’s or CGU’s recoverable amount. A previously recognised
impairment loss is reversed only if there has been a change
in the assumptions used to determine the asset’s recoverable
amount since the last impairment loss was recognised. The
reversal is limited so that the carrying amount of the asset does
not exceed its recoverable amount, nor exceed the carrying
amount that would have been determined, net of depreciation,
had no impairment loss been recognised for the asset in prior
years. Such reversal is recognised in the standalone statement of
profit and loss unless the asset is carried at a revalued amount, in
which case, the reversal is treated as a revaluation increase.
i.
Equity investments in subsidiaries
Investments in subsidiaries are classified as non-current
investments. Impairment recognized, if any, is reduced from the
carrying value.
On disposal of an investment, the difference between its carrying
amount and net disposal proceeds is charged or credited to the
standalone statement of profit and loss.
Investment in Limited Liability Partnership (“LLP”) firms is carried
at cost in the separate financial statements. The share in profit/
loss in LLPs is recognised as income/expense in the standalone
statement of profit and loss and is recorded under other current
financial asset/liabilities as the right to share the profit/loss
is established as per the LLP’s agreement. The Company has
presented share of profit and share of loss from LLP on net basis
as the management considers the net income/expense to be its
return on investment in LLP.
j.
Leases
The Company assesses at contract inception whether a contract
is/ contains a lease. That is, if the contract conveys the right
to control the use of an identified asset for a period of time in
exchange for consideration.
Company as a lessee:
The Company applies a single recognition and measurement
approach for all leases, except for short-term leases and leases
of low-value assets. The Company recognises lease liabilities to
make lease payments and right-of-use assets representing the
right to use the underlying assets.
i)
Right-of-use assets
The
Company
recognises
right-of-use
assets
at
the
commencement date of the lease (i.e., the date the underlying
asset is available for use). Right-of-use assets are measured at
cost, less any accumulated depreciation and impairment losses,
and adjusted for any remeasurement of lease liabilities. The cost
of right-of-use assets includes the amount of lease liabilities
recognised, initial direct costs incurred, and lease payments
made at or before the commencement date less any lease
incentives received. Right-of-use assets are depreciated on a
straight-line basis over the lease term.
If ownership of the leased asset transfers to the Company at
the end of the lease term or the cost reflects the exercise of a
purchase option, depreciation is calculated using the estimated
useful life of the asset.
The right-of-use assets are also subject to impairment. Refer
note 2(h) Impairment of non-financial assets.
ii)
Lease Liabilities
At the commencement date of the lease, the Company
recognises lease liabilities measured at the present value of
lease payments to be made over the lease term. In calculating
the present value of lease payments, the Company uses its
incremental borrowing rate at the lease commencement date
because the interest rate implicit in the lease is not readily
determinable. After the commencement date, the amount of
lease liabilities is increased to reflect the accretion of interest
and reduced for the lease payments made.
iii)
Short-term leases and leases of low-value assets
The Company applies the short-term lease recognition
exemption to its short-term leased assets (i.e., those leases that
have a lease term of 12 months or less from the commencement
date and do not contain a purchase option). It also applies the
lease of low-value assets recognition exemption to leased assets
that are considered to be low value. Lease payments on short-
term leases and leases of low-value assets are recognised as
expense on a straight-line basis over the lease term.
k.
Financial instruments
A financial instrument is any contract that gives rise to a financial
asset of one entity and a financial liability or equity instrument of
another entity.
Financial assets and liabilities are recognised when the Company
becomes a party to the contract that gives rise to financial assets
and liabilities. Financial assets and liabilities are initially measured
106
Subex Annual Report 2022-23
NOTES TO THE STANDALONE FINANCIAL STATEMENTS
for the year ended March 31, 2023
at fair value. Transaction costs that are directly attributable to
the acquisition or issue of financial assets and financial liabilities
(other than financial assets and financial liabilities at fair value
through profit or loss) are added to or deducted from the
fair value measured on initial recognition of financial asset or
financial liability.
Cash and cash equivalents
The Company considers all highly liquid financial instruments,
which are readily convertible into known amounts of cash
that are subject to an insignificant risk of change in value and
having original maturities of three months or less from the date
of purchase, to be cash equivalents. Cash and cash equivalents
consist of balances with banks which are unrestricted for
withdrawal and usage.
Financial assets at amortized cost
Financial assets are subsequently measured at amortized
cost if these financial assets are held within a business whose
objective is to hold these assets in order to collect contractual
cash flows and the contractual terms of the financial asset give
rise on specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding.
Financial assets at fair value through other comprehensive
income
Financial assets are measured at fair value through other
comprehensive income if these financial assets are held within
a business whose objective is achieved by both collecting
contractual cash flows and selling financial assets and the
contractual terms of the financial asset give rise on specified
dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding.
Financial assets at fair value through profit or loss
Financial assets are measured at fair value through profit or
loss unless it is measured at amortized cost or at fair value
through other comprehensive income on initial recognition.
The transaction costs directly attributable to the acquisition of
financial assets at fair value through profit or loss are immediately
recognised in standalone statement of profit and loss.
Financial liabilities
Financial liabilities are subsequently carried at amortized cost
using the effective interest method, except for contingent
consideration recognized in a business combination which is
subsequently measured at fair value through profit or loss. For
trade and other payables maturing within one year from the
balance sheet date, the carrying amounts approximate fair value
due to the short maturity of these instruments.
Derecognition of financial assets and liabilities
The Company derecognizes a financial asset when the
contractual rights to the cash flows from the financial asset
expire or it transfers the financial asset and the transfer qualifies
for derecognition under Ind AS 109. A financial liability (or a
part of a financial liability) is derecognized when the obligation
specified in the contract is discharged or cancelled or expires.
When an existing financial asset/ liability is replaced by another
from the same lender on substantially different terms, or the
terms of an existing liability are substantially modified, such an
exchange or modification is treated as the derecognition of
the original liability and the recognition of a new liability. The
difference in the respective carrying amounts is recognised in
the standalone statement of profit and loss.
Reclassification of financial assets
The Company determines classification of financial assets
and liabilities on initial recognition. After initial recognition, no
reclassification is made for financial assets which are equity
instruments and financial liabilities. For financial assets which
are debt instruments, a reclassification is made only if there
is a change in the business model for managing those assets.
Changes to the business model are expected to be infrequent.
The Company’s senior management determines change in the
business model as a result of external or internal changes which
are significant to the Company’s operations. Such changes are
evident to external parties. A change in the business model
occurs when the Company either begins or ceases to perform
an activity that is significant to its operations. If the Company
reclassifies financial assets, it applies the reclassification
prospectively from the reclassification date which is the first day
of the immediately next reporting period following the change in
business model. The Company does not restate any previously
recognised gains, losses (including impairment gains or losses)
or interest.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net
amount is reported in the standalone balance sheet if there
is a currently enforceable legal right to offset the recognised
amounts and there is an intention to settle on a net basis, to
realise the assets and settle the liabilities simultaneously.
Fair value of financial instruments
Fair value is the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The fair value
measurement is based on the presumption that the transaction
to sell the asset or transfer the liability takes place either:
•
In the principal market for the asset or liability, or
•
In the absence of a principal market, in the most
advantageous market for the asset or liability
The principal or the most advantageous market must be
accessible by the Company.
The fair value of an asset or a liability is measured using the
assumptions that market participants would use when pricing
107
Subex Annual Report 2022-23
NOTES TO THE STANDALONE FINANCIAL STATEMENTS
for the year ended March 31, 2023
the asset or liability, assuming that market participants act in
their economic best interest.
In determining the fair value of its financial instruments, the
Company uses following hierarchy and assumptions that are
based on market conditions and risks existing at each reporting
date.
Derivative financial instruments
Initial recognition and subsequent measurement
The fair value of an asset or a liability is measured using the
assumptions that market participants would use when pricing
the asset or liability, assuming that market participants act in
their economic best interest.In determining the fair value of its
financial instruments, the Company uses following hierarchy
and assumptions that are based on market conditions and risks
existing at each reporting date.
Fair value hierarchy
All assets and liabilities for which fair value is measured or
disclosed in the standalone financial statements are categorised
within the fair value hierarchy, described as follows, based
on the lowest level input that is significant to the fair value
measurement as a whole:
Level 1 — Quoted (unadjusted) market prices in active markets
for identical assets or liabilities.
Level 2 — Valuation techniques for which the lowest level input
that is significant to the fair value measurement is directly or
indirectly observable.
Level 3 — Valuation techniques for which the lowest level input
that is significant to the fair value measurement is unobservable.
For assets and liabilities that are recognised in the standalone
financial statements on a recurring basis, the Company
determines whether transfers have occurred between levels in
the hierarchy by re-assessing categorisation (based on the lowest
level input that is significant to the fair value measurement as a
whole) at the end of each reporting period.
l.
Borrowing cost
Borrowing costs directly attributable to the acquisition,
construction or production of an asset that necessarily takes
a substantial period of time to get ready for its intended use
or sale are capitalised as part of the cost of the asset. All other
borrowing costs are expensed in the period in which they occur.
Borrowing costs consist of interest and other costs that an entity
incurs in connection with the borrowing of funds. Borrowing
cost also includes exchange differences to the extent regarded
as an adjustment to the borrowing costs.
m. Standalone statement of cash flows
Cash flows are reported using the indirect method, whereby
profit/ (loss) for the period is adjusted for the effects of
transactions of a non-cash nature or any deferrals or accruals of
past or future operating cash receipts or payments and item of
income or expenses associated with investing or financing cash
flows. The cash flows from operating, investing and financing
activities of the Company are segregated.
n.
Employee share based payments
The Company measures compensation cost relating to
employee stock options plans using the fair valuation method
in accordance with Ind AS 102, Share-Based Payment.
Compensation expense is amortized over the vesting period
of the option on a straight-line basis. The cost of equity-settled
transactions is determined by the fair value at the date when
the grant is made using an appropriate valuation model (Black-
Scholes valuation model). That cost is recognised, together with
a corresponding increase in employee stock options reserves in
other equity, over the period in which the performance and/or
service conditions are fulfilled in employee benefits expense. The
cumulative expense recognised for equity-settled transactions
at each reporting date until the vesting date reflects the extent
to which the vesting period has expired and the Company’s best
estimate of the number of equity instruments that will ultimately
vest.
The dilutive effect of outstanding options is reflected as
additional share dilution in the computation of diluted earnings
per share.
o.
Treasury shares
The Company has formed Subex Employee Welfare and ESOP
Benefit Trust (“ESOP Trust”) for providing share-based payment to
its employees. The Company treats ESOP Trust as its extension
and shares held by ESOP Trust are treated as treasury shares.
Own equity instruments that are purchased (treasury shares)
are recognised at cost and deducted from equity. No gain or
loss is recognised in profit or loss on the purchase, sale, issue
or cancellation of the Company’s own equity instruments. Any
difference between the carrying amount and the consideration,
if reissued, is recognised in reserve. Share options exercised
during the reporting period are adjusted with treasury shares.
p.
Employee benefits
Employee benefits include provident fund, gratuity and
compensated absences.
Defined contribution plans
Contributions payable to recognized provident funds, which are
defined contribution schemes, are charged to the standalone
statement of profit and loss.
Defined benefit plans
Gratuity, which is a defined benefit plan, is accrued based on
an independent actuarial valuation, which is done based on
projected unit credit method as at the balance sheet date.
The Company recognizes the net obligation of a defined
benefit plan in its balance sheet as an asset or liability. Gains
108
Subex Annual Report 2022-23
NOTES TO THE STANDALONE FINANCIAL STATEMENTS
for the year ended March 31, 2023
and losses through re-measurements of the net defined benefit
liability/ (asset) are recognized in other comprehensive income.
In accordance with Ind AS, re-measurement gains and losses
on defined benefit plans recognised in OCI are not to be
subsequently reclassified to the standalone statement of profit
and loss. As required under Ind AS compliant Schedule III, the
Company transfers it immediately to ‘Surplus/ (deficit) in the
statement of profit and loss’.
The parameter most subject to change is the discount rate. In
determining the appropriate discount rate for plans operated
in India, the management considers the interest rates of
government bonds where remaining maturity of such bond
correspond to expected term of defined benefit obligation.
Short-term employee benefits
Short-term employee benefits expected to be paid in exchange
for the services rendered by employees are recognised during
the year when the employees render the service. Compensated
absences, which are expected to be utilised within the next
12 months, are treated as short-term employee benefits. The
Company measures the expected cost of such absences as the
additional amount that it expects to pay as a result of the unused
entitlement that has accumulated at the reporting date.
Long-term employee benefits
Compensated absences which are not expected to occur
within twelve months after the end of the period in which the
employees render the related services are treated as long-term
employee benefits for measurement purpose. Such long-term
compensated absences are provided for based on the actuarial
valuation using the projected unit credit method at the year
end, less the fair value of the plan assets out of which the
obligations are expected to be settled. Actuarial gains/ losses
are immediately taken to the standalone statement of profit and
loss and are not deferred.
The Company presents the entire compensated absences
balance as a current liability in the balance sheet, since it does
not have an unconditional right to defer its settlement for twelve
months after the reporting date.
q.
Foreign currencies
Foreign currency transactions are initially recorded in the
functional currency of the Company by applying exchange rates
prevailing on the date of the transaction. For practical reasons,
the Company uses an average rate if the average approximates
the actual rate at the date of the transaction. Foreign currency
denominated monetary assets and liabilities are restated into
the functional currency using exchange rates prevailing on the
balance sheet date.
Gains and losses arising on settlement and restatement of
foreign currency denominated monetary assets and liabilities
are included in the standalone statement of profit and loss.
The Company’s standalone financial statements are presented
in INR ( ` ). The Company determines the functional currency as
INR on the basis of primary economic environment in which the
entity operates.
r.
Taxes on income
Income tax expense comprises current tax expense and the
net change in the deferred tax asset or liability during the
year. Current and deferred tax are recognised in standalone
statement of profit and loss, except when they relate to items
that are recognised in other comprehensive income or directly
in other equity, in which case, the current and deferred tax are
also recognised in other comprehensive income or directly in
other equity, respectively.
Current income tax
Current income tax for the current and prior periods are
measured at the amount expected to be recovered from or
paid to the taxation authorities based on the taxable income
for that period. The tax rates and tax laws used to compute the
amount are those that are enacted or substantively enacted
by the balance sheet date. Management periodically evaluates
positions taken in the tax returns with respect to situations in
which applicable tax regulations are subject to interpretation
and considers whether it is probable that a taxation authority will
accept an uncertain tax treatment. The Company shall reflect the
effect of uncertainty for each uncertain tax treatment by using
either most likely method or expected value method, depending
on which method predicts better resolution of the treatment.
Deferred income tax
Deferred income tax is recognised using the balance sheet
approach, deferred tax is recognized on temporary differences
at the balance sheet date between the tax bases of assets and
liabilities and their carrying amounts for financial reporting
purposes, except when the deferred income tax arises from
the initial recognition of goodwill or an asset or liability in a
transaction that is not a business combination and affects
neither accounting nor taxable profit or loss at the time of the
transaction.
Deferred income tax assets are recognized for all deductible
temporary differences, carry forward of unused tax credits and
unused tax losses, to the extent that it is probable that taxable
profit will be available against which the deductible temporary
differences, and the carry forward of unused tax credits and
unused tax losses can be utilized.
The carrying amount of deferred income tax assets is reviewed
at each balance sheet date and reduced to the extent that it is
no longer probable that sufficient taxable profit will be available
to allow all or part of the deferred income tax asset to be utilized.
Deferred income taxes are not provided on the undistributed
earnings of branches where it is expected that the earnings of
the branch will not be distributed in the foreseeable future.
109
Subex Annual Report 2022-23
NOTES TO THE STANDALONE FINANCIAL STATEMENTS
for the year ended March 31, 2023
Deferred income tax assets and liabilities are measured at the
tax rates that are expected to apply in the year when the asset is
realized or the liability is settled, based on tax rates (and tax laws)
that have been enacted or substantively enacted at the balance
sheet date.
Deferred tax assets include Minimum Alternative Tax (“MAT”) paid
in accordance with the tax laws in India, which is likely to give
future economic benefits in the form of availability of set off
against future income tax liability. Accordingly, MAT is recognized
as deferred tax asset in the balance sheet when the asset can be
measured reliably and it is probable that the future economic
benefit associated with the asset will be realized. The company
reviews the “MAT credit entitlement” asset at each reporting
date and writes down the asset to the extent that it is no longer
probable that it will pay normal tax during the specified period.
s.
Provision and contingencies
A provision is recognized when an enterprise has a present
obligation (legal or constructive) as a result of past event and it
is probable that an outflow of resources will be required to settle
the obligation, in respect of which a reliable estimate can be
made of the amount of the obligation. If the effect of time value
of money is material, provision is discounted using a current pre-
tax rate that reflects, when appropriate, the risks specific to the
liability. When discounting is used, the increase in the provision
due to the passage of time is recognised as a finance cost.
Provisions for onerous contracts, i.e. contracts where the
expected unavoidable costs of meeting obligations under
a contract exceed the economic benefits expected to be
received, are recognized when it is probable that an outflow
of resources embodying economic benefits will be required
to settle a present obligation as a result of an obligating event,
based on a reliable estimate of such obligation.
A contingent liability is a possible obligation that arises from past
events whose existence will be confirmed by the occurrence
or non-occurrence of one or more uncertain future events
beyond the control of the Company or a present obligation that
is not recognized because it is not probable that an outflow of
resources will be required to settle the obligation. A contingent
liability also arises in extremely rare cases where there is a liability
that cannot be recognized because it cannot be measured
reliably. The Company does not recognize a contingent liability
but discloses its existence in the standalone financial statements.
t.
Cash dividend to the equity holders of the Company
The Company recognises a liability to make cash distributions
to equity holders of the Company when the distribution is
authorised, and the distribution is no longer at the discretion
of the Company. Final dividends on shares is recorded as a
liability on the date of approval by the shareholders and interim
dividends are recorded as a liability on the date of declaration by
the Company’s Board of Directors
u.
Earnings/ (loss) per share
Basic earnings/ (loss) per share is computed by dividing the
profit/ (loss) after tax attributable to the equity holders of the
Company by the weighted average number of equity shares
outstanding during the year. Diluted earnings per share is
computed by dividing the profit/ (loss) after tax as adjusted for
dividend, interest (net of any attributable taxes) other charges to
expense or income relating to the dilutive potential equity shares,
by the weighted average number of equity shares considered
for deriving basic earnings per share and the weighted average
number of equity shares which could have been issued on the
conversion of all dilutive potential equity shares. Potential equity
shares are deemed to be dilutive only if their conversion to equity
shares would decrease the net profit per share or increase the
net loss per share. Potential dilutive equity shares are deemed
to be converted as at the beginning of the period, unless they
have been issued at a later date. The dilutive potential equity
shares are adjusted for the proceeds receivable had the shares
been actually issued at fair value (i.e. average market value of
the outstanding shares). Dilutive potential equity shares are
determined independently for each period presented.
v.
Segment reporting
Operating segments are reported in a manner consistent with
the internal reporting provided to the chief operating decision
maker.
The Company identifies primary segments based on the dominant
source, nature of risks and returns and the internal organization
and management structure. The operating segments are the
segments for which separate financial information is available
and for which operating profit/ loss amounts are evaluated
regularly by the Executive Management in deciding how to
allocate resources and in assessing performance. The analysis
of geographical segments is based on the areas in which major
operating divisions of the Company operate.
The accounting policies adopted for segment reporting are in
line with the accounting policies of the Company. Segment
revenue, segment expenses, segment assets and segment
liabilities have been identified to the segments on the basis of
their relationship to the operating activities of the segment.
Common allocable costs are allocated to each segment
according to the relative contribution of each segment to the
total common costs.
Revenue, expenses, assets and liabilities which relate to the
Company as a whole and are not allocable to segments on
a reasonable basis have been included under ‘unallocated
revenue/ expenses/ assets/ liabilities’
w.
Recent accounting pronouncements:
Ministry of Corporate Affairs (“MCA”) notifies new standard or
amendments to the existing standards under Companies (
Indian Accounting Standard) Rules as issued from time to time.
110
Subex Annual Report 2022-23
NOTES TO THE STANDALONE FINANCIAL STATEMENTS
for the year ended March 31, 2023
On Mar h 31, 2023 MCA amendment the Companies (Indian
Accounting Standards) Amendment Rules, 2023, as below:
Ind AS 1 – Presentation of Financial Statements - This
amendment requires the entities to disclose their material
accounting polices rather than their significant accounting
policies. The effective date for adoption of this amendment
is annual periods beginning on or after April 1, 2023. The
Company has evaluated the amendment and the impact of
the amendment is insignificant in the standalone financial
statements.
Ind AS 8 – Accounting Policies, Changes in Accounting
Estimates and Errors - This amendment has introduced a
definition of ‘accounting estimates’ and included amendments
to Ind AS 8 to help entities distinguish changes in accounting
policies from changes in accounting estimates. The effective
date for adoption of this amendment is annual periods beginning
on or after April 1, 2023. The Company has evaluated the
amendment and there is no impact on its standalone financial
statements.
Ind AS 12 - Income Taxes - This amendment has narrowed
the scope of the initial recognition exemption so that it does
not apply to transactions that give rise to equal and offsetting
temporary differences. The effective date for adoption of this
amendment is annual periods beginning on or after April 1,
2023. The Company has evaluated the amendment and there is
no impact on its standalone financial statements.
111
Subex Annual Report 2022-23
NOTES TO THE STANDALONE FINANCIAL STATEMENTS
for the year ended March 31, 2023
3. Property, plant and equipment
(` in Lakhs)
Computer
equipment
Furniture and
fixtures
Vehicles
Leasehold
improvement
Office
equipment
Total
Cost
As at April 1, 2021
115
1
2
9
4
131
Additions
4
-
-
-
-
4
Disposals
-
-
-
-
-
-
As at March 31, 2022*
119
1
2
9
4
135
Additions
296
5
24
69
4
398
Purchase of assets
445
1
-
203
40
689
Disposals
-
-
(2)
-
-
(2)
As at March 31, 2023
860
7
24
281
48
1,220
Depreciation
As at April 1, 2021
72
-
2
-
4
78
Charge for the year
25
1
-
2
-
28
Disposals
-
-
-
-
-
-
As at March 31, 2022*
97
1
2
2
4
106
Charge for the year
323
1
-
63
14
401
Disposals
-
-
(2)
-
-
(2)
As at March 31, 2023
420
2
-
65
18
505
Net block
As at March 31, 2022*
22
-
-
7
-
29
As at March 31, 2023
440
5
24
216
30
715
112
Subex Annual Report 2022-23
4. Intangible assets
(` in Lakhs)
Intellectual Property
Rights
Total
Cost
As at April 1, 2021
6,078
6,078
Additions
-
-
Disposals
-
-
As at March 31, 2022*
6,078
6,078
Additions
-
-
Disposals
-
-
As at March 31, 2023
6,078
6,078
Amortization and impairment**
As at April 1, 2021
5,303
5,303
Amortization for the year
125
125
Disposals
-
-
As at March 31, 2022*
5,428
5,428
Amortization for the year
125
125
Disposals
-
-
As at March 31, 2023
5,553
5,553
Net block
As at March 31, 2022*
650
650
As at March 31, 2023
525
525
* Refer note 1(c)
** During the year ended March 31, 2020, considering the challenges and significant investment requirements of telecom operators which had resulted in longer
opportunity conversion cycle and lower spends towards IT solutions, the management carried out the annual impairment exercise as at December 31, 2019 in
respect of its intangible assets and basis valuation carried out by an external expert had made an impairment provision of ` 3,599 Lakhs towards carrying value of
intangible asset. As at March 31, 2023, the management has reassessed its projections and assumptions and has concluded that, the carrying value of it’s intangible
asset is appropriate.
5. Investments
(` in Lakhs)
As at
March 31, 2023
As at
March 31, 2022*
Non-current Investments
Investments carried at cost
A. Investments in equity shares of wholly owned subsidiaries (unquoted equity instruments)
100 (March 31, 2022: 100) equity shares fully paid-up, no-par value, in Subex Americas Inc. [Impairment on
investment ` 76,560 Lakhs (March 31, 2022: ` 76,560 Lakhs)]**
936
936
4,999,991 (March 31, 2022: 4,999,991) equity shares of ` 10 each fully paid-up in Subex Technologies Limited
[Impairment on investment ` 500 Lakhs (March 31, 2022: ` 500 Lakhs)]
-
-
2,250,000 (March 31, 2022: Nil) equity shares of ` 10 each fully paid-up in Subex Account Aggregator Services
Private Limited
225
-
1,161
936
B. Investments in limited liability partnership firms (refer note 22 )
Investment in Subex Assurance LLP [Impairment on investment ` 16,808 Lakhs (March 31, 2022: ` 16,808
Lakhs)]**^
30,756
39,956
Investment in Subex Digital LLP**
1,869
1,869
32,625
41,825
NOTES TO THE STANDALONE FINANCIAL STATEMENTS
for the year ended March 31, 2023
113
Subex Annual Report 2022-23
Investments carried at fair value through other comprehensive income
C. Investment in Privasapien Technologies Private Limited (33,352 seed compulsory convertible preference
shares of ` 2 each,fully paid (March 31, 2022 ` Nil)
165
-
165
-
Total Investments (A+B+C)
33,951
42,761
Aggregate amount of unquoted investments
1,27,819
1,36,629
Aggregate amount of impairment on investments
93,868
93,868
33,951
42,761
* Refer note 1(c)
**As at March 31, 2023, the management has carried out the annual impairment exercise in respect of its carrying value of investment in subsidiaries and, basis
valuation carried out by an external expert, has concluded that carrying value of investment in subsidiaries is appropriate considering future projections, various
new initiatives, contracted backlog and current pipeline maturity.
^During the year, the Company has withdrawn ` 9,200 Lakhs from capital account of Subex Assurance LLP. Refer note 31.
(` in Lakhs)
Current Investments
As at
March 31, 2023
As at
March 31, 2022*
Quoted
Investment carried at fair value through statement of profit or loss account
Investment in quoted mutual funds
604
-
604
-
Nos
(` in Lakhs)
Particulars
As at
March 31, 2023
As at
March 31, 2022*
As at
March 31, 2023
As at
March 31, 2022*
SBI Savings Fund Direct-Growth
8,18,381
-
308
-
SBI Overnight Fund Direct-Growth
4,000
-
146
-
SBI Liquid Fund Direct-Growth
4,260
-
150
-
8,26,641
-
604
-
Aggregate value/amount of quoted investments
595
-
Aggregate market value of quoted investments
604
-
* Refer note 1(c)
6. Loans
Carried at amortized cost
(` in Lakhs)
As at
March 31, 2023
As at
March 31, 2022*
Non-current
Loan receivable
Loan receivable - credit impaired
Loans to related party (refer note 32)
1,706
1,706
1,706
1,706
Impairment Allowance for loan receivable
Loan Receivables - credit impaired
Loans to related party (refer note 32)
(1,706)
(1,706)
Total
-
-
NOTES TO THE STANDALONE FINANCIAL STATEMENTS
for the year ended March 31, 2023
5. Investments (contd.)
(` in Lakhs)
114
Subex Annual Report 2022-23
NOTES TO THE STANDALONE FINANCIAL STATEMENTS
for the year ended March 31, 2023
6. Loans (contd.)
(` in Lakhs)
Current
Unsecured, considered good
Other loans
Loans and advances to employees
88
30
Total
88
30
* Refer note 1(c)
7 . Trade receivables
Carried at amortized cost
(` in Lakhs)
As at
March 31, 2023
As at
March 31, 2022*
Unsecured, considered good
Trade receivables from related parties (refer note 31)
8,140
5,339
Trade receivables from other than related parties
2,743
485
Unsecured, credit impaired
Trade receivables from related parties
3,867
1,874
Trade receivables from other than related parties
838
365
Total (a)
15,588
8,063
Impairment allowance (allowance for expected credit loss)
Receivable from related parties, credit impaired
(3,867)
(1,874)
Receivables from other than related parties, credit impaired
(838)
(365)
Total (b)
(4,705)
(2,239)
Net Trade Receivables (a-b)
10,883
5,824
Trade receivables ageing schedule
As at March 31, 2023
(` in Lakhs)
Particulars
Unbilled
Current
but not
due
Outstanding for following periods from due date of payment
Total
Less than
6 Months
6 months
– 1 year
1-2 years
2-3 years
More than
3 years
Undisputed Trade Receivables – considered good
227
4,401
2,547
3,261
-
-
447
10,883
Undisputed Trade Receivables – which have
significant increase in credit risk
-
-
-
-
-
-
-
-
Undisputed Trade receivable – credit impaired
-
-
27
1,297
521
10
2,500
4,355
Disputed Trade receivables - considered good
-
-
-
-
-
-
-
-
Disputed Trade receivables – which have
significant increase in credit risk
-
-
-
-
-
-
-
-
Disputed Trade receivables – credit impaired
-
-
-
-
-
71
279
350
Total
227
4,401
2,574
4,558
521
81
3,226
15,588
Less: Impairment allowance(Allowance for
expected credit loss)
(4,705)
Net Trade Receivable
10,883
115
Subex Annual Report 2022-23
7 . Trade receivables (contd.)
As at March 31, 2022*
(` in Lakhs)
Particulars
Unbilled
Current
but not
due
Outstanding for following periods from due date of payment
Total
Less than
6 Months
6 months
– 1 year
1-2 years
2-3 years
More than
3 years
Undisputed Trade Receivables – considered good
-
2,767
2,333
301
-
423
-
5,824
Undisputed Trade Receivables – which have
significant increase in credit risk
-
-
-
-
-
-
-
-
Undisputed Trade receivable – credit impaired
-
-
-
-
-
2,147
2,147
Disputed Trade receivables - considered good
-
-
-
-
-
-
-
-
Disputed Trade receivables – which have
significant increase in credit risk
-
-
-
-
-
-
-
-
Disputed Trade receivables – credit impaired
-
-
-
-
-
-
92
92
Total
-
2,767
2,333
301
-
423
2,239
8,063
Less: Impairment allowance(Allowance for
expected credit loss)
(2,239)
Net Trade Receivable
5,824
No trade or other receivable are due from directors or other officers of the company either severally or jointly with any other person.
Further, refer note 31 for the balance receivable from Subex Assurance LLP and Subex Digital LLP where certain directors of the Company are appointed as
designated partners / employee.
Trade receivables are non-interest bearing and are generally on terms of 30 to 180 days.
* Refer note 1(c)
8. Cash and cash equivalents
(` in Lakhs)
As at
March 31, 2023
As at
March 31, 2022*
Balance with banks
In current accounts
1,590
196
In EEFC accounts
28
16
Deposits with original maturity of less than 3 months
830
590
A
2,448
802
Other balances with banks
Earmarked balances with banks being unpaid dividend accounts
28
28
Deposits with original maturity more than 3 months less than 12 months
2,045
25
Margin money deposits with original maturity more than 3 months less than 12 months
39
22
2,112
75
Less: Disclosed under Other balances with banks (Current) (refer note 9)
(2,112)
(75)
B
-
-
(A+B)
2,448
802
For the purpose of the standalone statement of cash flows, cash and cash equivalents comprises of current portion of cash and cash equivalents as above.
* Refer note 1(c)
NOTES TO THE STANDALONE FINANCIAL STATEMENTS
for the year ended March 31, 2023
116
Subex Annual Report 2022-23
9. Other balances with banks
(` in Lakhs)
As at
March 31, 2023
As at
March 31, 2022*
Other bank balances (refer note 8)
Earmarked balances with banks being unpaid dividend accounts**
28
28
Deposits with original maturity more than 3 months less than 12 months
2,045
25
Margin money deposits with original maturity more than 3 months less than 12 months
39
22
2,112
75
* Refer note 1(c)
**These balances are not available for use by the Company as they represent corresponding unclaimed dividend liabilities.
10. Other financial assets
Unsecured, considered good
Carried at amortized cost
(` in Lakhs)
As at
March 31, 2023
As at
March 31, 2022*
Non-current
Security deposit
647
20
Margin money deposits with remaining maturity more than 12 months
6
6
653
26
Current
Unbilled revenue
935
31
Share of profit in excess of drawings from Subex Assurance LLP (refer note 31)
173
979
Interest accrued but not due on bank deposits
33
2
Carried at fair value through profit or loss
Foreign currency forward contract
6
-
1,147
1,012
* Refer note 1(c)
11. Income tax assets (net)
(` in Lakhs)
As at
March 31, 2023
As at
March 31, 2022*
Non-current
Advance income-tax [net of provision for taxation ` 1,330 Lakhs (March 31, 2022: ` 1030 Lakhs)]
2,941
2,903
2,941
2,903
* Refer note 1(c)
NOTES TO THE STANDALONE FINANCIAL STATEMENTS
for the year ended March 31, 2023
117
Subex Annual Report 2022-23
12. Deferred tax asset
(` in Lakhs)
As at
March 31, 2023
As at
March 31, 2022*
Non-current
Minimum alternative tax (‘MAT’) credit entitlement
561
566
Less: Provision for MAT credit^
(425)
(425)
A
136
141
Deferred tax asset, net**
B
1,147
-
(A+B)
1,283
141
^ Represents MAT credit entitlement of ` 425 Lakhs (March 31, 2022: ` 425 Lakhs) been provided for considering the uncertainty as regards to its utilisation
* Refer note 1(c)
**Deferred tax assets (net)
(` in Lakhs)
Balance Sheet
Statement of profit & Loss
As at
March 31, 2023
As at
March 31, 2022*
As at
March 31, 2023
As at
March 31, 2022*
Deferred tax assets^
Deferred tax asset recognised on carry forward losses^
1,147
-
1,147
-
Total
1,147
-
1,147
-
^ Consequent to restructuring mentioned in note 1(c), the management recognised deferred tax assets of ` 1,147 Lakhs, being reasonably certain that sufficient
future taxable profits would be available. As at year end, the Company has reassessed availability of future taxable profits and is confident of utilisation of aforesaid
deferred tax asset. In respect of remaining unused tax losses, management would reassess and recognise when it’s probable that taxable profits would be available
against which such tax losses can be recognised.
* Refer note 1(c)
13. Other assets
(` in Lakhs)
As at
March 31, 2023
As at
March 31, 2022*
Non-current
Prepaid expenses
41
12
Balance with statutory/ government authorities^
267
267
Less: Provision for service tax receivable
(267)
(267)
41
12
Current
Balance with statutory/ government authorities
20
29
Prepaid expenses
338
34
Advance to suppliers
2
-
360
63
^Balances represents service tax inadvertently paid by the Company during the financial years 2004 to 2008, under reverse charge mechanism, for which refund
application has been filed with the service tax department and the same was under dispute. The Company carries a provision of ` 267 Lakhs considering the
uncertainty as regards to its realisation.
* Refer note 1(c)
NOTES TO THE STANDALONE FINANCIAL STATEMENTS
for the year ended March 31, 2023
118
Subex Annual Report 2022-23
14. Share capital
No.
` in Lakhs
Authorised share capital
Equity shares of ` 5 each
As at April 1, 2021
1,17,60,80,000
58,804
Increase during the year
-
-
As at March 31, 2022
1,17,60,80,000
58,804
Increase during the year
-
-
As at March 31, 2023
1,17,60,80,000
58,804
Preference shares of ` 98 each
As at April 1, 2021
2,00,000
196
Increase during the year
-
-
As at March 31, 2022
2,00,000
196
Increase during the year
-
-
As at March 31, 2023
2,00,000
196
Issued, subscribed and fully paid-up share capital
Equity shares of ` 5 each^
As at April 1, 2021
56,20,02,935
28,100
Issued during the year
-
-
As at March 31, 2022
56,20,02,935
28,100
Issued during the year
-
-
As at March 31, 2023
56,20,02,935
28,100
^ includes Nil (March 31, 2022: 243,207) shares in respect of which Global Depository Receipts of the Company are listed on London Stock Exchange. The Global
depository receipt program was terminated in light of the low trading volume and the Financial Conducting Authority removed the securities from official list w.e.f.
September 26, 2022.
a) Terms/ rights attached to equity shares
The Company has only one class of equity shares having par value of ` 5 per share w.e.f September 29, 2020 and ` 10 per share upto
September 28, 2020. Each holder of equity shares is entitled to one vote per share and such amount of dividend per share as declared by
the Company. The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to
the approval of the shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive remaining assets of the Company,
after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
b) As at March 31, 2023 and as at March 31, 2022, there is no individual shareholder or shareholder (together with ‘Persons acting in concert’)
holding more than 5% shares of the Company.
c) Shares reserved for issue under options (No.)
As at
March 31, 2023
As at
March 31, 2022*
Outstanding employee stock options under below schemes granted/ available for grant (refer note 34):
ESOP - V
1,11,10,800
1,25,33,720
1,11,10,800
1,25,33,720
* Refer note 1(c)
NOTES TO THE STANDALONE FINANCIAL STATEMENTS
for the year ended March 31, 2023
119
Subex Annual Report 2022-23
14. Share capital (contd.)
d) Number of treasury shares outstanding
As at
March 31, 2023
As at
March 31, 2022*
Balance as per last financial statements
1,25,33,720
1,98,71,500
Add: Additions during the year
-
-
Less: Exercise during the year
(14,22,920)
(73,37,780)
Closing balance
1,11,10,800
1,25,33,720
* Refer note 1(c)
e) The Promoters, as defined by Companies Act 2013, do not hold any shares in the Company.
15. Other equity
(` in Lakhs)
As at
March 31, 2023
As at
March 31, 2022*
Capital reserve
Balance as at April 01, 2022
2,776
2,776
Add: Additions during the year
-
-
Closing balance
2,776
2,776
Securities premium
Balance as at April 01, 2022
16,558
16,444
Add: On account of exercise of stock options
26
114
Closing balance
16,584
16,558
General reserve
Balance as at April 01, 2022
1,787
1,783
Add: On account of vested options lapsed during the year
33
4
Closing balance
1,820
1,787
Employee stock options reserve
Balance as at April 01, 2022
267
232
Add: Share based expenses
232
137
Less: On account of exercise of stock options
(22)
(98)
Less: On account of vested options lapsed during the year
(33)
(4)
Closing balance
444
267
Surplus/ (deficit) in the statement of profit and loss
Balance as at April 01, 2022
135
1,952
Add: (Loss)/ profit for the year
(6,876)
(447)
Less: OCI - Remeasurement loss/ (gain) on defined benefit obligations
19
(3)
Less: Dividends [refer 15(a)]
-
(1,367)
Closing balance
(6,722)
135
NOTES TO THE STANDALONE FINANCIAL STATEMENTS
for the year ended March 31, 2023
120
Subex Annual Report 2022-23
As at
March 31, 2023
As at
March 31, 2022*
Treasury Shares
Balance as at April 01, 2022
(697)
(1,121)
Add: On account of exercise of stock options
82
424
Closing balance
(615)
(697)
Summary of other equity:
Capital Reserve
2,776
2,776
The Company recognises profit and loss on transfer of business on account of restructuring to capital reserve.
Securities premium account
16,584
16,558
Securities premium is used to record the premium on issue of shares and profit and loss on exercise of stock
options held as treasury shares (refer note 34). The reserve shall be utilised in accordance with the provisions of
section 52 of the Companies Act, 2013.
General reserve
1,820
1,787
This represents appropriation of profit by the Company. Also, the amounts recorded in share options outstanding
account are transferred to general reserve on account of lapse of vested stock options.
Employee stock options reserve
444
267
The employee stock option reserve is used to record the value of equity-settled share based payment
transactions with employees. The amounts recorded in this account are transferred to reserves upon exercise
of stock options by employees.
Surplus/ (deficit) in the statement of profit and loss
(6,722)
135
This represents surplus/ (deficit) arising from operations of the Company.
Treasury Shares
(615)
(697)
This represents own equity shares that are acquired from open market for issuance to employees under ESOP
scheme.
Total other equity
14,287
20,826
* Refer note 1(c)
15(a) Distributions made and proposed
During the year ended March 31, 2023, no dividend was declared by the company for the financial year 2022-2023.
During the previous year ended March 31, 2022, the Company has paid an final dividend of ` 0.25/- (5%) per equity share on face value of
` 5/- each for the financial year 2020-2021.
16. Trade payables
Carried at amortized cost
(` in Lakhs)
As at
March 31, 2023
As at
March 31, 2022*
Current
Trade payables
- total outstanding dues of micro enterprises and small enterprises^
141
134
- total outstanding dues of creditors other than micro enterprises and small enterprises**
8,043
1,031
8,184
1,165
NOTES TO THE STANDALONE FINANCIAL STATEMENTS
for the year ended March 31, 2023
15. Other equity (contd.)
(` in Lakhs)
121
Subex Annual Report 2022-23
16. Trade payables (contd.)
^Payable to micro enterprises and small enterprises
(` in Lakhs)
Description
As at
March 31, 2023
As at
March 31, 2022*
a)
the principal amount remaining unpaid to any supplier as at the end of accounting year;
141
134
b)
interest due thereon remaining unpaid to any supplier as at the end of accounting year;
-
-
c)
the amount of interest paid by the buyer in terms of section 16 of the Micro, Small and Medium Enterprises
Development Act, 2006, along with the amount of the payment made to the supplier beyond the
appointed day during each accounting year;
-
-
d)
the amount of interest due and payable for the period of delay in making payment (which have been paid
but beyond the appointed day during the year) but without adding the interest specified under the Micro,
Small and Medium Enterprises Development Act, 2006;
-
-
e)
the amount of interest accrued and remaining unpaid at the end of each accounting year; and
-
-
f)
the amount of further interest remaining due and payable even in the succeeding years, until such date
when the interest dues above are actually paid to the small enterprise, for the purpose of disallowance of a
deductible expenditure under section 23 of the Micro, Small and Medium Enterprises Development Act, 2006
-
-
Trade payable ageing schedule
As at March 31, 2023
(` in Lakhs)
Particulars
Outstanding for following periods from due date of payment
Total
Unbilled
Not due
<1 year
1-2 years
2-3 years
More than
3 years
Total outstanding dues of micro enterprises and small
enterprises
-
101
40
-
-
-
141
Total outstanding dues other than micro enterprises and
small enterprises
336
3,175
4,532
-
-
-
8,043
Disputed dues - micro enterprises and small enterprises
-
-
-
-
-
-
-
Disputed dues - total outstanding dues other than micro
enterprises and small enterprises
-
-
-
-
-
-
-
Total
336
3,276
4,572
-
-
-
8,184
As at March 31, 2022*
(` in Lakhs)
Particulars
Outstanding for following periods from due date of payment
Total
Unbilled
Not due
<1 year
1-2 years
2-3 years
More than
3 years
Total outstanding dues of micro enterprises and small
enterprises
-
22
112
-
-
-
134
Total outstanding dues other than micro enterprises and
small enterprises
125
93
811
2
-
-
1,031
Disputed dues - micro enterprises and small enterprises
-
-
-
-
-
-
-
Disputed dues - total outstanding dues other than micro
enterprises and small enterprises
-
-
-
-
-
-
-
Total
125
115
923
2
-
-
1,165
* Refer note 1(c)
** includes dues to related parties. Refer note 31.
“Terms and conditions of the above financial liabilities:
- trade payables are non-interest bearing and are normally settled on 30 - 45 days terms.
- for explanations on the Company’s credit risk management, refer note 38”
NOTES TO THE STANDALONE FINANCIAL STATEMENTS
for the year ended March 31, 2023
122
Subex Annual Report 2022-23
17. Other financial liabilities
Carried at amortized cost
(` in Lakhs)
As at
March 31, 2023
As at
March 31, 2022*
Current
Share of Loss from Subex Digital LLP (refer note 31)
4,439
3,271
Employee related liabilities
1,186
464
Capital creditors
71
4
Unclaimed dividend
28
28
5,724
3,767
* Refer note 1(c)
18. Other current liabilities
(` in Lakhs)
As at
March 31, 2023
As at
March 31, 2022*
Unearned revenue
405
-
Statutory dues
420
104
825
104
* Refer note 1(c)
19. Provisions
(` in Lakhs)
As at
March 31, 2023
As at
March 31, 2022*
Non-current
Provisions for employee benefits
Gratuity [refer note 35(b)]
74
100
74
100
Current
Provisions for employee benefits
Gratuity [refer note 35(b)]
83
34
Leave benefits
222
88
305
122
* Refer note 1(c)
20. Income tax liabilities (net)
(` in Lakhs)
As at
March 31, 2023
As at
March 31, 2022*
Current
Provision for tax [net of advance tax Nil (March 31, 2022: ` 102 Lakhs)]
-
39
Provision for foreign taxes
1
1
Provision for litigation^
102
102
103
142
* Refer note 1(c)
^ Provision for litigations consists of matters which are sub-judice. There is no movement in the provision during the current and previous year. Refer note 33(i)
for further details.
NOTES TO THE STANDALONE FINANCIAL STATEMENTS
for the year ended March 31, 2023
123
Subex Annual Report 2022-23
NOTES TO THE STANDALONE FINANCIAL STATEMENTS
for the year ended March 31, 2023
20. Income tax liabilities (net) (contd.)
Income tax expense in the standalone statement of profit and loss consist of the following:
(` in Lakhs)
As at
March 31, 2023
As at
March 31, 2022*
Tax expense:
Provision - foreign income taxes [Refer note I]
324
-
MAT charge
-
(141)
MAT liability
-
141
Deferred tax (credit) / charge [Refer note II]
(1,147)
-
(823)
-
Reconciliation of tax to the amount computed by applying the statutory income tax rate to the income before tax is summarized below:
(` in Lakhs)
As at
March 31, 2023
As at
March 31, 2022*
(Loss)/ Profit before tax expense
(7,699)
(447)
Applicable tax rates in India
34.94%
34.94%
Computed tax charge (A)
(2,690)
(156)
Components of tax expense:
Provision for foreign withholding taxes (net) [Refer note I]
324
-
Deferred tax asset recognised on carry forward losses [Refer note II]
(1,147)
-
Exempt (income)/ expense - share of (profit)/ loss from LLP's
1,104
443
Brought forward loss set off
-
(332)
Deferred tax asset not recognised on income tax losses/timing differences [Refer note II]
1,586
-
Impact of disallowable (income)/expense
-
45
Total adjustments (B)
1,867
156
Total tax expense (A+B)
(823)
(0)
Notes:
I) Represents reversal/provision in respect of foreign withholding taxes deducted/ deductible by the overseas customers of the Company. Considering non
utilisation of foreign withholding taxes due to tax losses incurred by the Company in the current year, no credit has been availed for such taxes. Accordingly,
provision of ` 324 Lakhs has been created during the year ended March 31, 2023. Also includes ` 101 Lakhs on account of taxes paid in Kuwait on completion of
assessments for the period FY 2011 to FY 2017.
II) Consequent to restructuring mentioned in note 1(c), the management recognised deferred tax assets of ` 1,147 Lakhs, being reasonably certain that sufficient
future taxable profits would be available in the Company. As at year end, the Company has reassessed availability of future taxable profits and is confident of
utilisation of aforesaid deferred tax asset. In respect of remaining unused tax losses, the Company would reassess and recognise when it’s probable that taxable
profits would be available against which such tax losses can be recognised.
* Refer note 1(c)
124
Subex Annual Report 2022-23
21. Revenue from operations^
(` in Lakhs)
Year ended
March 31, 2023
Year ended
March 31, 2022*
Sale of product
208
-
Sale of services
27,144
6,814
Other operating income
-
22
27,352
6,836
Disaggregation of revenue:
Revenue by offering
Sale of products
Sale of license
208
-
Sale of services
Sub-contracting services (refer note 31)
19,536
2,196
Support services (refer note 31 and 42)
1,121
4,618
Implementation and customisation
1,526
-
Managed services
2,366
-
Support services
2,595
-
27,352
6,814
Revenue by contract type
License transferred at a point in time
208
-
Fixed price contract over a period of time
22,183
6,814
Time and material contract over a period of time
4,961
-
27,352
6,814
*During the year ended March 31, 2023, the Company recognized revenue of ` 564 Lakhs arising from opening unearned revenue, gross of trade receivables of
` 663 Lakhs, as of April 01, 2022 (March 31, 2022 : ` Nil).
Refer note 30 for disaggregation of revenue by geographical segment.
* Refer note 1(c)
Remaining performance obligations
The aggregate value of performance obligations that are completely or partially unsatisfied as at March 31, 2023, other than those contracts
wherein invoicing is on time and material basis is ` 2,784 Lakhs (March 31, 2022: ` Nil). Out of the total remaining performance obligation other
than contracts where invoicing is on time and material basis, the Company expects to recognize revenue of around 85% within the next one
year and the remaining thereafter. This includes contracts that can be terminated for convenience without a substantive penalty since, based
on current assessment, the occurrence of the same is expected to be remote.
22. Share of (loss)/ profit from Limited Liability Partnerships before exceptional items (net)^
(` in Lakhs)
Year ended
March 31, 2023
Year ended
March 31, 2022*
Share of profit/ (loss) from Subex Assurance LLP
(806)
1,353
Share of loss from Subex Digital LLP
(2,353)
(2,626)
(3,159)
(1,273)
* Refer note 1(c)
^The Company has presented share of profit and share of loss from Limited Liability Partnerships (‘LLP’) on net basis as the management considers the net income/
expense to be its return on investment in LLP.
NOTES TO THE STANDALONE FINANCIAL STATEMENTS
for the year ended March 31, 2023
125
Subex Annual Report 2022-23
NOTES TO THE STANDALONE FINANCIAL STATEMENTS
for the year ended March 31, 2023
23. Other income
(` in Lakhs)
Year ended
March 31, 2023
Year ended
March 31, 2022*
Interest income on:
Security deposits
24
-
Bank deposits
94
5
Income from investment in mutual funds
41
-
Insurance claim
79
-
Net gain on disposal of property, plant and equipment
2
1
Other non-operating income
2
-
242
6
* Refer note 1(c)
24. Employee benefits expense
(` in Lakhs)
Year ended
March 31, 2023
Year ended
March 31, 2022*
Salaries, wages and bonus
11,041
3,973
Contribution to provident and other funds (refer note 35)
427
146
Employee share based payments (refer note 34)
209
7
Gratuity expense [refer note 35(b)]
79
23
Staff welfare expenses
435
144
12,191
4,293
* Refer note 1(c)
25. Finance cost
(` in Lakhs)
Year ended
March 31, 2023
Year ended
March 31, 2022*
Interest expense on lease liability
199
4
Finance cost on Actuarial valuation
28
8
Interest others
3
-
230
12
* Refer note 1(c)
26. Depreciation and amortization expense
(` in Lakhs)
Year ended
March 31, 2023
Year ended
March 31, 2022*
Depreciation of property, plant and equipment
401
28
Depreciation on right-of-use assets
661
10
Amortization of intangible assets
125
125
1,187
163
* Refer note 1(c)
126
Subex Annual Report 2022-23
27. Other expenses
(` in Lakhs)
Year ended
March 31, 2023
Year ended
March 31, 2022*
Cost of hardware, software and support charges
11
2
Sub-contract charges
125
3
Rent
486
46
Power and fuel
131
3
Repairs and maintenance
-
Building
102
-
Others
912
115
Insurance
124
1
Communication costs
42
16
Printing and stationery
8
1
Travelling and conveyance
811
136
Rates and taxes
254
69
Advertisement and business promotion
113
38
Consultancy charges
526
213
Commission to directors
36
36
Payments to auditors [refer note 27(i)]
59
39
Marketing and support service charges (refer note 31)
10,650
913
Royalty Expense (refer note 1(c))
1,699
-
Allowance for expected credit loss (net)
2,315
-
Exchange fluctuation (gain)/loss (net)
20
(143)
Directors sitting fees (refer note 31)
62
56
Bank Charges
15
4
Donation
6
-
Miscellaneous expenses
19
-
18,526
1,548
27(i). Payments to auditors (excluding goods and services tax):
(` in Lakhs)
Year ended
March 31, 2023
Year ended
March 31, 2022*
As auditor
Audit fee
55
35
Tax audit fee
-
1
In other capacity
Other services (certification services)
1
2
Reimbursement of expenses
3
1
59
39
* Refer note 1(c)
NOTES TO THE STANDALONE FINANCIAL STATEMENTS
for the year ended March 31, 2023
127
Subex Annual Report 2022-23
28. Leases
The company has lease contracts for buildings. The leases for buildings generally have lease terms in between 1 to 5 years.
During the year ended March 31, 2023, part of the premises in Subex Assurance LLP (Subsidiary) has been transfered to Subex Limited under
restructuring. Consequently, on account of the termination of lease agreement and in accordance with Ind AS 116 – ‘Lease’, the Subex
Assurance LLP (Subsidiary) had written-off the amortized value of existing right-of-use asset of ` 952 Lakhs and Lease liability of ` 1,007 Lakhs
determined till the completion of notice period and vacation of existing premises, and has recognized a net gain of ` 55 Lakhs as other income.
During the year, the Company entered into a new lease agreement in respect of its office premises. The Company recognised a right-of-use
asset of ` 3,442 Lakhs (March 31, 2022: ` Nil) and lease liability of ` 3,296 Lakhs (March 31, 2022: ` Nil). The average incremental borrowing rate
in range 5.80% to 8.35% has been applied to lease liabilities recognised in the balance sheet at the date of commencement of the new lease.
On application of Ind AS 116, the nature of expenses has changed from lease rent in previous periods to depreciation cost for the right-to-use
asset, and finance cost for interest accrued on lease liability.
The details of the right-of-use asset held by the Company is as follows:
(` in Lakhs)
Buildings
Total
Gross Carrying Value
As at April 1, 2021
50
50
Additions
-
-
Disposals on termination of lease agreement
-
-
As at March 31, 2022*
50
50
Additions
3,442
3,442
Disposals
-
-
As at March 31, 2023
3,492
3,492
Accumulated Depreciation
As at April 1, 2021
4
4
Charge for the year
10
10
Disposals on termination of lease agreement
-
-
As at March 31, 2022*
14
14
Charge for the year
661
661
Disposals
-
-
As at March 31, 2023
675
675
Net block
As at March 31, 2022*
36
36
As at March 31, 2023
2,817
2,817
The Company incurred ` 486 Lakhs for the year ended March 31, 2023 (March 31, 2022: ` 46 Lakhs) towards expenses relating to short-term leases and leases of
low-value assets.
NOTES TO THE STANDALONE FINANCIAL STATEMENTS
for the year ended March 31, 2023
128
Subex Annual Report 2022-23
28. Leases (contd.)
Set out below are the carrying amounts of lease liabilities and the movements during the period:
(` in Lakhs)
Year ended
March 31, 2023
Year ended
March 31, 2022*
Opening balance
38
46
Additions
3,296
-
Interest on lease liabilities
199
4
Payments
(567)
(12)
Closing balance
2,966
38
Current
685
11
Non-current
2,281
27
The table below provides details regarding the contractual maturities of lease liabilities as at March 31, 2023 and March 31, 2022 on an
undiscounted basis:
(` in Lakhs)
Year ended
March 31, 2023
Year ended
March 31, 2022*
Less than one year
888
12
One to five years
2,558
33
More than five years
-
-
Total
3,446
45
The following are the amounts recognised in statement of profit and loss:
(` in Lakhs)
Year ended
March 31, 2023
Year ended
March 31, 2022*
Depreciation expense of right-of-use assets
661
10
Interest expense on lease liabilities
199
4
Expense relating to short-term leases (included in other expenses)
486
46
Total amount recognised in statement of profit and loss
1,346
60
The Company had total cash outflows for leases of ` 567 Lakhs for the year ended March 31, 2023 (March 31, 2022: ` 12 Lakhs). There are no future cash outflows
relating to leases that have not yet commenced.
Cash and non-cash changes in liabilities arising from financing activities:
(` in Lakhs)
As at
April 1,2022
Cash Flow
Non cash changes^
As at
March 31, 2023
Lease liability
38
(567)
3,495
2,966
Total
38
(567)
3,495
2,966
(` in Lakhs)
As at
April 1, 2021
Cash Flow
Non cash changes-
Interest on lease liability
As at
March 31, 2022*
Lease liability
46
(12)
4
38
Total
46
(12)
4
38
* Refer note 1(c)
^ Non-cash changes includes addition in lease liability, interest on lease liability and deletion in lease liability on account of lease modification
NOTES TO THE STANDALONE FINANCIAL STATEMENTS
for the year ended March 31, 2023
129
Subex Annual Report 2022-23
29. Earnings/ (loss) per share
Basic earnings per share (EPS) amounts are calculated by dividing the profit/ (loss) for the year attributable to equity holders of the Company
by the weighted average number of equity shares outstanding during the year.
Diluted EPS amounts are calculated by dividing the profit/ (loss) attributable to equity holders of the Company by the weighted average
number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on conversion
of all the dilutive potential equity shares into equity shares.
Computation of basic and diluted EPS:
Year ended
March 31, 2023
Year ended
March 31, 2022*
Nominal value per equity share
5
5
(Loss)/ profit attributable to equity shareholders (` in Lakhs)
(6,876)
(447)
Weighted average number of equity shares (No. in Lakhs)^
Basic
5,501
5,461
Diluted
5,572
5,548
Earning per share (` per share)**
Basic
(1.25)
(0.08)
Diluted
(1.25)
(0.08)
* Refer note 1(c)
^The weighted average number of shares takes into account the weighted average effect of changes in treasury shares transactions during the year.
**Employee stock options outstanding as at March 31, 2023 are anti-dilutive (March 31, 2022: anti-dilutive) and accordingly have not been considered for the
purpose of computing dilutive EPS.
30. Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The board
of directors of the Company assesses the financial performance and position of the Company. The Chief Executive Officer has been identified
as the chief operating decision maker.
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 Reporting are considered to constitute
one segment and hence the Company has not made any additional segment disclosures.
The Company’s operations spans across the world and are categorized geographically as (a) Americas, (b) EMEA (c) India and (d) APAC.
‘Americas’ comprises the Company’s operations in North America, South America and Canada. ‘EMEA’ comprises the Company’s operations in
Europe, Middle East and APAC comprises of the Company’s operations majorly in Singapore, Australia and Bangladesh. Customer relationships
are driven based on customer domicile.
Segment revenue by geographical location are as follows^:
(` in Lakhs)
Region
Year ended
March 31, 2023
Year ended
March 31, 2022*
Americas
2,734
373
EMEA
16,892
879
India
1,837
4,665
APAC
5,889
919
27,352
6,836
* Refer note 1(c)
^ Revenues by geographic area are based on the geographical location of the customer.
No external customer individually accounted for more than 10% of the total revenue of the Company during the years ended March 31, 2023 and March 31, 2022.
Revenue from its subsidiaries accounts for more than 10% of the total revenues of the Company (refer note 31).
NOTES TO THE STANDALONE FINANCIAL STATEMENTS
for the year ended March 31, 2023
130
Subex Annual Report 2022-23
NOTES TO THE STANDALONE FINANCIAL STATEMENTS
for the year ended March 31, 2023
30. Segment reporting (contd.)
Non-current operating assets by geographical location are as follows**:
(` in Lakhs)
Region
As at
March 31, 2023
As at
March 31, 2022*
India
4,098
727
Outside India
-
-
Total non-current operating assets
4,098
727
* Refer note 1(c)
** Non-current operating assets includes Property, plant and equipment, Right-of-use assets, Other intangible assets, Balance with statutory/ government
authorities and Prepaid expenses.
31. Related party transactions
i.
Related parties where control exists
Wholly owned subsidiaries
Subex Americas Inc.
Subex (UK) Limited
Subex Technologies Limited
Subex Azure Holdings Inc.
Subex (Asia Pacific) Pte. Limited
Subex Inc.
Subex Middle East (FZE)
Subex Assurance LLP
Subex Digital LLP
Subex Bangladesh Private Limited
Subex Account Aggregator Services Private Limited
Trust which is consolidated
Subex Employee Welfare and ESOP Benefit Trust
ii.
Related parties under Ind AS 24 and Companies Act, 2013
Key management personnel
Anil Singhvi
Chairman, Non-Executive & Non-Independent Director
Nisha Dutt
Independent Director (upto May 01, 2023) & Chief Executive Officer (w.e.f. May 02, 2023)
Poornima Kamalaksh Prabhu
Independent Director
George Zacharias
Independent Director
Vinod Kumar Padmanabhan
Managing Director & Chief Executive Officer (upto May 01, 2023),
Non-Executive & Non-Independent Director (w.e.f. May 02, 2023)
Shiva Shankar Naga Roddam
Whole-time Director (upto May 03, 2023) & Chief Operating Officer^
G V Krishnakanth
Company Secretary & Compliance Officer
Sumit Kumar
Chief Financial Officer (w.e.f January 31, 2022)
Venkatraman G S
Chief Financial Officer & Senior Vice President (upto December 10, 2021)
131
Subex Annual Report 2022-23
31. Related party transactions (contd.)
iii. Details of the transactions with the related parties during the year ended March 31, 2023:
A. Transactions with wholly owned subsidiaries
(` in Lakhs)
Year ended
March 31, 2023
Year ended
March 31, 2022*
Income from subcontracting and support services:
Subex Americas Inc.
636
-
Subex (Asia Pacific) Pte. Limited
4,263
919
Subex Assurance LLP (refer note 42)
165
4,137
Subex Bangladesh Private Limited
394
-
Subex Digital LLP (refer note 42)
956
528
Subex Inc.
1,963
373
Subex Middle East (FZE)
725
857
Subex (UK) Ltd.
11,555
-
20,657
6,814
Marketing and support service charges:
Subex (UK) Ltd.
4,854
61
Subex Inc.
3,421
246
Subex Digital LLP
1,102
61
Subex (Asia Pacific) Pte. Limited
596
76
Subex Americas Inc.
324
-
Subex Assurance LLP
219
251
Subex Bangladesh Private Limited
116
-
Subex Middle East (FZE)
18
218
10,650
913
Employee Stock Option expenses allocated to:
Subex Assurance LLP
-
124
Subex Digital LLP
22
6
22
130
Royalty expense:
Subex Assurance LLP
1,699
-
1,699
-
Allowance for expected credit loss
Subex Middle East (FZE)
1,993
-
1,993
-
Rates and taxes
Subex Bangladesh Private Limited
108
82
108
82
Reimbursement of expenses incurred by Subex Limited on behalf of its subsidiaries:
Subex Americas Inc.
8
1
Subex (Asia Pacific) Pte. Limited
5
2
Subex Assurance LLP
46
180
Subex Bangladesh Private Limited
56
-
Subex Digital LLP
50
123
NOTES TO THE STANDALONE FINANCIAL STATEMENTS
for the year ended March 31, 2023
132
Subex Annual Report 2022-23
Year ended
March 31, 2023
Year ended
March 31, 2022*
Subex Inc.
14
1
Subex Middle East (FZE)
307
26
Subex (UK) Limited
79
1
Subex Account Aggregator Services Private Limited
6
Subex Technologies Limited ^
-
-
571
334
^ Represents ` 12,500 (March 31, 2023) and ` Nil (March 31, 2022) which are presented as Nil due to rounding off.
Reimbursement of expenses incurred by the subsidiaries on behalf of Subex Limited:
Subex Americas Inc.
50
-
Subex (Asia Pacific) Pte. Limited
221
6
Subex Assurance LLP
85
76
Subex Bangladesh Private Limited
189
-
Subex Digital LLP
98
-
Subex Inc.
20
2
Subex Middle East (FZE)
493
18
Subex (UK) Limited
409
4
1,565
106
Investment in Equity Shares
Subex Account Aggregator Services Private Limited (March 31, 2022: ` Nil)]
225
-
225
-
Drawings during the year from Limited Liability Partnership:
Subex Assurance LLP (Current Account)
-
4,274
Subex Assurance LLP (Capital Account)
9,200
4,800
9,200
9,074
Reimbursement of share of loss to Limited Liability Partnership:
Subex Digital LLP
1,185
5,750
1,185
5,750
Share of profit/(loss) from Limited Liability Partnerships:
Subex Assurance LLP
(806)
1,353
Subex Digital LLP
(2,353)
(2,626)
(3,159)
(1,273)
Consideration for the Assets and Liabilities (refer note 1(c)):
Subex Assurance LLP
9,229
-
9,229
-
Net liabilities transferred from (refer note 42):
Subex Assurance LLP
-
67
Subex Digital LLP
-
13
-
80
* Refer note 1(c)
NOTES TO THE STANDALONE FINANCIAL STATEMENTS
for the year ended March 31, 2023
133
Subex Annual Report 2022-23
B. Transactions with key managerial personnel
(` in Lakhs)
Year ended
March 31, 2023
Year ended
March 31, 2022*
Salary and perquisites#
Vinod Kumar Padmanabhan
319
422
Shiva Shankar Roddam^
147
426
Sumit Kumar
72
17
G V Krishnakanth
49
77
Venkatraman G S
-
327
587
1,269
Dividend paid
Venkatraman G S
-
2
Shiva Shankar Roddam
-
1
Anil Singhvi^^
-
-
G V Krishnakanth^^^
-
-
-
3
Director sitting fees
Anil Singhvi
19
18
Nisha Dutt
15
14
Poornima Prabhu
17
13
George Zacharias
11
11
62
56
Commission
Anil Singhvi
9
11
Nisha Dutt
9
9
Poornima Prabhu
9
7
George Zacharias
9
9
36
36
* Refer note 1(c)
# The remuneration to the key managerial personnel does not include the provision/ accruals, which were made on best estimate basis, as they are determined
for the Company as a whole.
^ The Board of Directors of the Company at its meeting held on February 03, 2023 approved the re-appointment of Mr. Shiva Shankar Naga Roddam as whole-
time director effective February 07, 2023 subject to the shareholder’s approval. The special resolution proposed before the shareholders vide postal ballot notice
dated February 03, 2023 was not passed by the shareholders of the Company with requisite majority. Consequently, Mr. Shiva Shankar Nagar Roddam ceased to be
whole-time director of the Company with effect from May 03, 2023 and accordingly, an amount of ` 1.5 Lakhs representing remuneration for the period February
07, 2023 to March 31, 2023 is recoverable from him.
^^ Represents dividend paid ` Nil during the year ended March 31, 2023 and ` 15,000 during the year ended March 31, 2022 which are presented as Nil due to
rounding off.
^^^ Represents dividend paid ` Nil during the year ended March 31, 2022 and ` 21,250 during the year ended March 31, 2022 which are presented as Nil due to
rounding off.
iv. Details of balances receivable from and payable to related parties are as follows:
(` in Lakhs)
As at
March 31, 2023
As at
March 31, 2022*
Balances receivable from and payable to wholly owned subsidiaries
Trade receivables
Subex Inc.
1,726
348
Subex UK Limited
1,600
1
Subex Digital LLP
1,539
750
Subex Bangladesh Pvt Ltd
1,314
-
Subex (Asia Pacific) Pte. Limited [ Net of provision of ` 33 lakhs ( March 31, 2022 : ` 33 lakhs) ]
895
272
NOTES TO THE STANDALONE FINANCIAL STATEMENTS
for the year ended March 31, 2023
134
Subex Annual Report 2022-23
As at
March 31, 2023
As at
March 31, 2022*
Subex Middle East (FZE) [Net of provision of ` 1,993 lakhs ( March 31, 2022 : ` Nil)]
784
906
Subex Americas Inc. [ Net of provision of ` 1,841 lakhs (March 31, 2022 : ` 1,841lakhs)]
203
-
Subex Assurance LLP
79
3,062
8,140
5,339
Other current financial assets
Share of profit from investment in Subex Assurance LLP
173
979
173
979
Trade payables
Subex Americas Inc.
1,459
-
Subex (Asia Pacific) Pte. Limited
223
49
Subex Assurance LLP
1,311
431
Subex Bangladesh Pvt Ltd
377
-
Subex Digital LLP
655
-
Subex Inc.
332
88
Subex Middle East (FZE)
319
242
Subex (UK) Limited
2,810
59
7,486
869
Commission payables (included in trade payables)
Anil Singhvi
9
11
Nisha Dutt
9
9
Poornima Prabhu
9
7
George Zacharias
9
9
36
36
Other current financial liabilities
Share of loss from investment in Subex Digital LLP
4,439
3,271
4,439
3,271
Employee related liabilities
Vinod Kumar Padmanabhan
21
-
Sumit Kumar
16
-
Shiva Shankar Roddam
10
-
G V Krishnakanth
4
-
51
-
Investment in Equity Shares
Subex Americas Inc [net of impairment on investment ` 76,560 Lakhs (March 31, 2022: ` 76,560 Lakhs)]
936
936
Subex Account Aggregator Services Private Limited
225
-
1,161
936
Investment in Limited Liability Partnership
Subex Assurance LLP [net of impairment on investment ` 16,808 Lakhs (March 31, 2022: ` 16,808 Lakhs) and
30,756
39,956
drawings from capital account of ` 9,200 Lakhs (March 31, 2022: ` 4,800 Lakhs)]
Subex Digital LLP
1,869
1,869
32,625
41,825
NOTES TO THE STANDALONE FINANCIAL STATEMENTS
for the year ended March 31, 2023
(` in Lakhs)
135
Subex Annual Report 2022-23
v. Details of Employee stock options plans (‘ESOPs’) outstanding for Key Managerial Personnel’s
Year ended
March 31, 2023
Year ended
March 31, 2022*
Opening options
23,30,000
40,40,000
Options granted during the year
-
-
Options exercised during the year
(6,50,000)
(17,10,000)
Closing options
16,80,000
23,30,000
* Refer note 1(c)
Also, refer note 33(iii) for comfort letter given to subsidiaries.
32. Disclosure as per Regulation 34(3) and Regulation 53(f) read with Para A of Schedule V of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the listing
agreement with the Stock Exchanges
Loans and advances given to wholly owned subsidiaries:
(` in Lakhs)
Particulars
As at March 31, 2023
As at March 31, 2022
Outstanding Amount
Maximum balance
outstanding during
the year
Outstanding Amount
Maximum balance
outstanding during
the year
Subex Technologies Limited
Loans and advances given
1,706
1,706
1,706
1,706
Less: Provision for loans and advances given
(1,706)
(1,706)
(1,706)
(1,706)
-
-
-
-
33. Contingent liabilities and commitments
(` in Lakhs)
As at
March 31, 2023
As at
March 31, 2022*
Income tax demands [refer note (i)]
369
2,307
Service tax demands [refer note (ii)]
3,687
3,687
Bank guarantee (furnised to customers)
77
-
i.
Income tax
The Company has recevied favourable orders from Hon’ble Karnataka High Court for FY 2010-11 and from ITAT for FY 2013-14 and FY
2014-15 therefore, contingent liabilty has been reduced to ` 369 lakhs. The Company is yet to receive the order giving effects (OGE)
for the said assessment years. Further, the Company has filed an appeal before the Hon’ble Karnataka High Court for FY 2013-14 and
the management, including it’s tax experts/advisors are confident that it’s position will likely be upheld on ultimate resolution and it will
not have material adverse effect on the Company’s financials position and results of operations. With respect to the aforesaid demands
` 1,776 Lakhs has been paid/refund adjusted under protest.
ii.
Service tax
The Company has received demand order towards the service tax on import of certain services and equivalent amount of penalties
under the provisions of the Finance Act, 1994 along with the consequential interest during the period April 2006 to July 2009. These
demands are disputed by the management and the Company has filed appeals against these orders with various appellate authorities. The
management is of the view that the service tax is not applicable on those import of services, and is confident that the demands raised by
the Assessing Officers are not tenable under law.
iii. The Company has issued comfort letter to provide continued financial support to its subsidiaries viz., Subex Americas Inc, Subex Inc., Subex
Middle East, Subex Bangladesh, Subex Digital LLP. (March 31, 2022: Subex Technologies Ltd., Subex Americas Inc. and Subex Digital LLP)
* Refer note 1(c)
NOTES TO THE STANDALONE FINANCIAL STATEMENTS
for the year ended March 31, 2023
136
Subex Annual Report 2022-23
34. Employee stock options plans (‘ESOPs’)
During the year 2018-2019, the Board of Directors and the shareholders of the Company approved “Subex Employees Stock Option Scheme
– 2018” (referred to as the “ESOP Scheme 2018” or “ESOP - V” ) to be administered through Subex Employee Welfare and ESOP Benefit Trust
(referred to as the “ESOP Trust”). The ESOP Trust 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 recognised at cost and deducted from other equity. The ESOP trust held
1,11,10,800 and 12,533,720 treasury shares as at March 31, 2023 and March 31, 2022, respectively.
The Nomination & Remuneration Committee in their meeting held on January 31, 2022 granted 14,48,000 options under approved “Subex
Employees Stock Option Scheme – 2018” to the eligible employees. The shares granted vest over a period of 1 to 3 years and can be exercised
over a maximum period of 3 years from the date of vesting.
There is an extension of exercise period till June 30, 2023 for those vested options which were getting lapsed in February 2023.
Employees stock options details as on the balance sheet date are:
2022-23
2021-22*
Options (no.)
Weighted average
exercise price per
stock option (`)
Options (no.)
Weighted average
exercise price per
stock option (`)
Options outstanding at the beginning of the year
ESOP – V
1,14,57,628
8.86
1,98,71,500
6.75
Exercised during the year
ESOP – V
14,22,920
6.11
73,37,780
6.00
Granted during the year
ESOP – V
-
-
14,48,000
20.00
Forfeited and expired during the year
ESOP – V
4,53,250
15.57
25,24,092
6.95
Options outstanding at the end of the year
ESOP – V
95,81,458
8.95
1,14,57,628
8.86
Options exercisable at the end of the year
ESOP – V
79,46,523
8.66
94,89,628
6.66
Details of weighted average remaining contractual life and range of exercise prices for the options outstanding at the balance sheet date:
Particulars
Weighted average remaining contractual
life(years)^
Range of exercise prices (`)
2022-23
2021-22
2022-23
2021-22
ESOP – V
1.23
1.84
6.00-20.00
6.00-20.00
^ considering vesting and exercise period
The key assumptions used in Black-Scholes model for calculating fair value of ESOP V during the year is as below:
Particulars
March 31, 2023
March 31, 2022*
Risk-free interest rate
5%-7%
5%-7%
Expected volatility of share
41%-72%
41%-72%
Expected life (years)
2-3
2-3
Dividend yield
0%-1.88%
0%-1.88%
Exercise Price
6.00-20.00
6.00-20.00
Weighted average fair value as on grant date (`)
0.96-30.24
0.96-30.24
* Refer note 1(c)
The expected life of stock options is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may occur. The
expected volatility reflects assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which may also not
necessarily be the actual outcome.
NOTES TO THE STANDALONE FINANCIAL STATEMENTS
for the year ended March 31, 2023
137
Subex Annual Report 2022-23
35. Employee benefit plans
a) Defined contribution plan
The Company makes contributions for qualifying employees to Provident Fund which is defined contribution plan. Under the scheme,
the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognized ` 427
Lakhs (March 31, 2022: ` 146 Lakhs) for Provident Fund contributions.
b) Defined benefit plan
The Company offers Gratuity benefits to employees, a defined benefit plan. Gratuity plan is governed by the Payment of Gratuity Act,
1972. Under gratuity plan, every employee who has completed at least five years of service gets a gratuity on departure @15 days of last
drawn salary for each completed year of service. The scheme is funded with an insurance company in the form of qualifying insurance
policy.
The following tables set out the status of the gratuity plan:
Disclosure as per Ind AS 19
(` in Lakhs)
As at
March 31, 2023
As at
March 31, 2022*
A.
Change in defined benefit obligation
Obligations at beginning of the year
216
178
Liability transfer (Refer note 42 and 43)
323
31
Service cost
79
23
Interest cost
33
10
Benefits settled
(125)
(30)
Actuarial (gain)/ loss (through OCI)
-
4
Obligations at end of the year
526
216
B.
Change in plan assets
Plan assets at beginning of the year, at fair value
82
36
Asset transfer in (refer note 1(c))
277
-
Expected return on plan assets
24
2
Actuarial gain (through OCI)
-
1
Contributions
111
73
Benefits settled
(125)
(30)
Plan assets at the end of the year
369
82
C.
Net liability recognised in the standalone balance sheet
Present value of defined benefit obligation at the end of the year
(526)
(216)
Fair value of plan assets at the end of the year
369
82
Net liability
(157)
(134)
(` in Lakhs)
Year ended
March 31, 2023
Year ended
March 31, 2022*
D.
Expenses recognised in the standalone statement of profit and loss:
Service cost
79
23
Interest cost (net)
28
8
Net gratuity cost
107
31
E.
Re-measurement (losses)/ gains in OCI
Actuarial (loss)/ gain due to financial assumption changes
(25)
(3)
Actuarial (loss)/ gain due to experience adjustments
25
(1)
Actuarial (loss)/ gain - return on plan assets greater than discount rate
19
1
Total expenses recognised through OCI
19
(3)
NOTES TO THE STANDALONE FINANCIAL STATEMENTS
for the year ended March 31, 2023
138
Subex Annual Report 2022-23
F.
Assumptions
Discount rate
7.30%
6.19%
Expected return on plan assets
6.19%
5.79%
Salary escalation^
6.00%
6.00%
Attrition rate
18.00%
18.00%
Retirement age
60 years
60 years
Assumptions regarding future mortality experience are set in accordance with the published statistics by Indian Assured Lives Mortality (2012-14) [March 31, 2022:
Indian Assured Lives Mortality (2012-14)].
^The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments and other relevant factors, benefit obligation
such as supply and demand in the employment market.
(` in Lakhs)
As at
March 31, 2023
As at
March 31, 2022*
G.
Five years pay-outs
Year 1
83
34
Year 2
77
32
Year 3
71
30
Year 4
71
27
Year 5
66
24
After 5th Year
392
141
H.
Contribution likely to be made for the next one year
83
34
The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments and other relevant factors, benefit
obligation such as supply and demand in the employment market.
I.
The major categories of plan assets as a percentage of the fair value of total plan assets are as follows:
As at
March 31, 2023
As at
March 31, 2022*
Investment with insurer
100%
100%
J.
Sensitivity analysis
(` in Lakhs)
Particulars
Year ended March 31, 2023
Year ended March 31, 2022*
Effect of change in discount rate
0.5% increase
0.5% decrease
0.5% increase
0.5% decrease
Impact on defined benefit obligation increase/ (decrease)
(11.00)
11.00
(4.30)
4.49
Effect of change in salary
1% increase
1% decrease
1% increase
1% decrease
Impact on defined benefit obligation increase/ (decrease)
21.00
(20.00)
7.57
(7.14)
Effect of change in withdrawal assumption
5% increase
5% decrease
5% increase
5% decrease
Impact on defined benefit obligation increase/ (decrease)
(5.00)
2.00
(1.84)
1.34
K.
The average duration of the defined benefit plan obligation at the end of the reporting period of gratuity is 5 years (March 31, 2022: 5 years).
* Refer note 1(c)
NOTES TO THE STANDALONE FINANCIAL STATEMENTS
for the year ended March 31, 2023
35. Employee benefit plans (contd.)
139
Subex Annual Report 2022-23
36. Capital management
The Company financial strategy aims to foster its strategic priorities and provide adequate capital to its businesses to grow and invest for
generating sustained stakeholder value. The Company funds its operations mainly through internal accruals. The Company aims at maintaining
a strong capital base so as to maintain adequate supply of funds towards future growth of its businesses as a going concern.
The capital structure of the Company comprises only of equity as detailed in the Statement of Changes in Equity. The Company does not have
any long-term debt obligation.
The Company is not exposed to any externally imposed capital requirements
37. Fair value hierarchy
The carrying value of financial instruments by categories is as follows:
(` in Lakhs)
Particulars
As at
March 31, 2023
As at
March 31, 2022*
Financial assets measured at amortized cost
Share of profit in excess of drawings from Subex Assurance LLP#
173
979
Interest accrued but not due on bank deposits#
33
2
Trade receivables#
10,883
5,824
Unbilled revenue#
935
31
Security deposits^
647
20
Loans and advances to employees#
88
30
Margin money deposits with remaining maturity more than 12 months
6
6
12,765
6,892
Cash and cash equivalents and other balances with banks
Balance with banks
4,493
827
Margin money deposits with original maturity more than 3 months less than 12 months
39
22
Earmarked balances with banks being unpaid dividend accounts
28
28
4,560
877
Financial assets measured at fair value through profit or loss
Foreign currency forward contract***
6
-
Investment in mutual funds**
604
-
610
-
Financial assets measured at fair value through other comprehensive income
Investment in Privasapien Technologies Private Limited^
165
-
165
-
Financial liabilities measured at amortized cost
Employee related liabilities#
1,186
464
Trade payables#
8,184
1,165
Capital creditors#
71
4
Share of Loss from investment in Subex Digital LLP#
4,439
3,271
Unclaimed dividend
28
28
Lease Liabilities^
2,966
38
16,874
4,970
* Refer note 1(c)
** Level 1- Quoted prices (unadjusted) in active markets for identical assets or liabilities.
*** Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly
(i.e. derived from prices).
^ The fair value of these accounts was calculated based on cash flow discounted using a current lending/ borrowing rate, they are classified as level 3 fair value
hierarchy due to inclusion of unobservable inputs including counterparty credit risk.
# The carrying value of these accounts are considered to be the same as their fair value, due to their short term nature. Accordingly, these are classified as level
3 of fair value hierarchy.
NOTES TO THE STANDALONE FINANCIAL STATEMENTS
for the year ended March 31, 2023
140
Subex Annual Report 2022-23
38. Financial risk management
The Company’s activities expose it to the following risks:
i. Credit risk
ii. Interest rate risk
iii. Liquidity risk
iv. Market risk
i.
Credit risk
Credit risk is the risk that counter party will not meet its obligations under a financial instruments or customer contract leading to a
financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing
activities including deposits with banks, investments, foreign exchange transactions and other financial instruments.
a. Trade receivables
Credit risk is managed by each business unit as per the Company’s established policy, procedures and control relating to customer credit
risk management. Outstanding customer receivables are regularly monitored.
The impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large number of minor
receivables are grouped into homogeneous groups and assessed for impairment collectively. The maximum exposure to credit risk at the
reporting date is the carrying value of each class of financial assets. The Company does not hold collateral as security.
b. Credit risk exposure
The Company’s credit period generally ranges from 30 - 180 days. The credit risk exposure of the Company is as below:
(` in Lakhs)
Particulars
As at
March 31, 2023
As at
March 31, 2022*
Trade receivables
10,883
5,824
Unbilled revenue
935
31
Total
11,818
5,855
The movement in credit loss allowance on customer balance is as follows:
(` in Lakhs)
Particulars
As at
March 31, 2023
As at
March 31, 2022*
Opening balance
2,239
2,239
Add: Addition on account of asset and liability purchase (refer note 1(c))
233
-
Add/(Less): Provided/(reversal) during the year
2,326
-
Less: Bad-debts written-off
(131)
(9)
Add/(less): Translation difference
38
9
Closing balance
4,705
2,239
c. Other financial assets and deposits with banks
Credit risk is limited, as the Company generally invests in deposits with banks with high credit ratings assigned by international and
domestic credit rating agencies. Counter-party credit limits are reviewed by the Company periodically and the limits are set to minimise
the concentration of risks and therefore mitigate financial loss through counterparty’s potential failure to make payments.
ii. Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market interest
rates. The Company does not have any debt outstanding as at March 31, 2023 and as at March 31, 2022. Also, the Company’s investments
are primarily in fixed rate interest bearing investments. Hence, the Company is not significantly exposed to interest rate risk.
NOTES TO THE STANDALONE FINANCIAL STATEMENTS
for the year ended March 31, 2023
141
Subex Annual Report 2022-23
NOTES TO THE STANDALONE FINANCIAL STATEMENTS
for the year ended March 31, 2023
iii. Liquidity risk
The Company’s principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The
Company believes that the cash and cash equivalents is sufficient to meet its current requirements. Accordingly no liquidity risk is
perceived.
The break-up of cash and cash equivalents and deposits is as below:
(` in Lakhs)
Particulars
As at
March 31, 2023
As at
March 31, 2022*
Cash and cash equivalents
2,448
802
2,448
802
* Refer note 1(c)
The table below summarises the maturity profile of the Company’s financial liabilities at the reporting date. The amounts are based on
contractual undiscounted payments.
(` in Lakhs)
Particulars
On demand
0-180 Days
181-365 Days
More than 365 Days
Total
As at March 31, 2023
Trade payables
-
6,145
2,039
-
8,184
Lease Liability^
-
435
453
2,558
3,446
Other financial liabilities
4,467
1,093
164
-
5,724
4,467
7,673
2,656
2,558
17,354
As at March 31, 2022
Trade payables
-
1,165
-
-
1,165
Lease Liability^
-
6
6
33
45
Other financial liabilities
3,271
491
5
-
3,767
3,271
1,662
11
33
4,977
^Includes future cash outflow toward estimated interest on lease liabilities.
* Refer note 1(c)
iv. Market risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign
exchange rates. The Company’s exchange risk arises from its foreign operations, foreign currency revenues and expenses. The Company
has exposures to United States Dollars (‘USD’), Singapore Dollars (‘SGD’), and other currencies. The Company’s exposure to the risk of
changes in foreign exchange rates relates primarily to the Company’s operating activities and financing activities.
March 31, 2023
(` in Lakhs)
Particulars
Denominated currency
Total
USD
KWD
SGD
Others
Financial assets
Trade receivables
6,665
668
915
1,696
9,944
Cash and cash equivalents and other bank balances
398
182
-
114
694
Other financial assets
347
-
-
183
530
Total financial assets
7,410
850
915
1,993
11,168
Financial liabilities
Trade payables
6,399
-
223
348
6,970
Other financial liabilities
92
-
-
-
92
Total financial liabilities
6,491
-
223
348
7,062
Net financial assets/ (liabilities)
919
850
692
1,645
4,106
142
Subex Annual Report 2022-23
March 31, 2022*
(` in Lakhs)
Particulars
Denominated currency
Total
USD
KWD
SGD
Others
Financial assets
Trade receivables
4,151
-
272
908
5,331
Other financial assets
22
-
-
-
22
Cash and cash equivalents and other bank balances
17
-
-
-
17
Total financial assets
4,190
-
272
908
5,370
Financial liabilities
Trade payables
497
49
271
817
Other financial liabilities
16
-
-
16
Total financial liabilities
513
-
49
271
833
Net financial assets/ (liabilities)
3,677
-
223
637
4,537
The Company holds derivative financial instruments such as foreign currency forward contracts to mitigate the risk of changes in exchange rates on foreign
currency exposures. The counter party for these transactions are banks. These derivative financial instruments are valued based on quoted prices for similar
assets and liabilities in active markets or inputs that are directly or indirectly observable in the market place.
* Refer note 1(c)
Forward contracts outstanding are as below:
Currency
Foreign currency amount
Amount in ` lakhs
As at
March 31, 2023
As at
March 31, 2022*
As at
March 31, 2023
As at
March 31, 2022*
USD
15,95,000
20,85,000
1,311
1,580
Sensitivity analysis
Every 1% appreciation or depreciation in the respective foreign currencies against functional currency of the Company would cause the profit
before exceptional items in proportion to revenue of the Company to decrease or increase respectively by 0.15% (March 31, 2022: 0.66%).
* Refer note 1(c)
39. As per section 135 of The Company’s Act, 2013, a Corporate Social Responsibility (‘CSR’) committee has been formed by Subex Limited.
The primary function of the Committee is to assist the Board of Directors in formulating the CSR policy and review the implementation
and progress of the same from time to time. The CSR Policy focuses on creating opportunities for the disadvantaged with emphasis on
persons with disabilities. During the year ended March 31, 2023, considering losses incurred in past years, the Company does not have
the obligation to incur expenses in relation to CSR.
NOTES TO THE STANDALONE FINANCIAL STATEMENTS
for the year ended March 31, 2023
143
Subex Annual Report 2022-23
40 Ratio analysis and its elements
Ratio
Numerator
Denominator
As at
March 31, 2023
As at
March 31, 2022^
Variance
Reasons of Variance
Current ratio
Current Assets
Current Liabilities
1.11
1.47
(24%)
Debt- Equity
Ratio*
Total Debt (Represents lease
liability)
Shareholder’s Equity
0.07
0.00*
0.00%
Debt Service
Coverage ratio
Earnings for debt service =
Net (loss)/ profit for the year
+ Finance cost + Non-cash
operating expenses
Debt service = Interest
& Lease Payments +
Principal Repayments
(9.13)
(13.60)
(33%)
Primarly due to
increase in losses
and lease liability
Inventory
Turnover Ratio
This Ratio is not applicable considering the nature of business of the Company.
Return on Equity
ratio
Net (loss)/ profit for the year
Average Shareholder’s
Equity
(15.06%)
(0.90%)
1573%
Primarly due to
increase in losses
Trade Receivable
Turnover Ratio
Revenue from operations
Average Trade
Receivable
3.27
1.71
91%
Primarly due to
increase in revenue
from operations
Trade Payable
Turnover Ratio
Other expenses
Average Trade Payables
3.96
2.03
94.96%
Primarly due to
increase in other
expenses and higher
effeciency on
working capital
Net Capital
Turnover Ratio
Revenue from operations
Average working capital
= Total current assets -
Total current liabilties
15.06
2.74
(450%)
Primarly due to
increase in revenue
from operations
Net Profit ratio
Net Profit
Revenue from
operations
(25.14%)
(6.54%)
284%
Primarly
due
to
increase in the losses
due to increase in
other expenses
Return on Capital
Employed
Earnings before interest and taxes
Capital Employed =
Tangible Net Worth +
Total Debt + Deferred
Tax Liability
(17.20%)
(0.91%)
1790%
Primarly due to
increase in losses
Return on
Investment
Ratio relating to return on investment is not presented due to no treasury investments as at March 31, 2023 and March 31, 2022.
^ Refer note 1(c)
*Represents 0.00078 times for the year ended March 31, 2022.
41. The Company has entered into ‘International transactions’ with ‘Associated Enterprises’ which are subject to Transfer Pricing regulations in
India. The Company is in the process of carrying out transfer pricing study for the year ended March 31, 2023 in this regard, to comply with
the requirements of the Income Tax Act, 1961. The Management of the Company, is of the opinion that such transactions with Associated
Enterprises are at arm’s length and hence in compliance with the aforesaid legislation. Consequently, this will not have any impact on the
standalone financial statements, particularly on account of tax expense and that of provision for taxation.
42. Effective January 1, 2021, the Company had carried out strategic re-organization and decided to centralize certain key Sales and Business
support functions, to drive better efficiency of scale and overall operations. Accordingly, all such employees in sales and business support
functions from other group entities in India had been transferred to the Company. During the year ended March 31, 2023 and previous
year ended March 31, 2022, the common costs pertaining to sales and business support function amounting to ` 1,121 Lakhs and ` 4,618
Lakhs respectively had been recovered by the Company with an agreed mark-up from other group entities and is reflected under revenue
from operations.
43. Pursuant to the Ministry of corporate affairs (“MCA”) notification dated August 05, 2022 relating to maintenance of electronic books of
accounts as per Rule 3 of the Companies (Accounts) rules, 2014 of of section 128 of Companies Act, 2013, the Company maintains the
data in electronic mode and the applications are accessible in India all times. The Company is taking steps to ensure that backup is taken
on a daily basis and stored in servers located in India.
NOTES TO THE STANDALONE FINANCIAL STATEMENTS
for the year ended March 31, 2023
144
Subex Annual Report 2022-23
NOTES TO THE STANDALONE FINANCIAL STATEMENTS
for the year ended March 31, 2023
44. Other Regulatory Information
(i) The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company for
holding any Benami property.
(ii)
The Company do not have any transactions with companies struck off.
(iii) The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(iv) The Company does not have any sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks or
financial institutions on the basis of security of current assets.
(v) The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.
(vi) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities
(Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(vii) The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the
understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(viii) The Company have not entered into any such transaction which is not recorded in the books of accounts that has been surrendered
or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as search or survey or any other
relevant provisions of the Income Tax Act, 1961).
(ix) The Company has complied with the provisions of clause (87) of section 2 of the Act read with Companies (Restriction on number
of Layers) Rules, 2017.
(x) The Company has not declared or paid any dividened during the year hence, compliance with the provisions of section 123 of the
Companies Act, 2013 is not applicable.
45. The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the company towards
Provident Fund and Gratuity. The Ministry of Labour and Employment had released draft rules for the Code on Social Security, 2020 on
November 13, 2020, and invited suggestions from stakeholders which are under consideration by the Ministry. The Company will assess
the impact and its evaluation once the subject rules are notified. The Company will give appropriate impact in its financial statements in
the period in which, the Code becomes effective and the related rules to determine the financial impact are published.
As per our report of even date
For and on behalf of the Board of Directors of Subex Limited
For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm registration number: 101049W/E300004
Anil Singhvi
Chairman, Non- Executive & Non-Independent Director
DIN : 00239589
Place: Mumbai, India
Nisha Dutt
Chief Executive Officer
Place: Bengaluru, India
per Rajeev Kumar
Partner
Membership No.: 213803
Sumit Kumar
Chief Financial Officer
Place: Bengaluru, India
G V Krishnakanth
Company Secretary
Place: Bengaluru, India
Place: Bengaluru, India
Date: May 15, 2023
Date: May 15, 2023
145
Subex Annual Report 2022-23
FORM AOC 1
(information in respect of each Subsidiary to be presented with amounts in ` Lakhs)
Sr. No.
1
2
3
4
5
6
7
8
9
10
Name of the
subsidiary
Subex (Asia
Pacific) Pte
Ltd
Subex (UK)
Ltd
Subex
Americas
Inc
Subex Inc
Subex
Technologies
Ltd***
Subex
Middle East
(FZE)
Subex
Bangladesh
Pvt Ltd
Subex
Assurance
LLP
Subex
Digital LLP
Subex
Accounts
Aggregator
Services
Pvt Ltd.****
Reporting period of
the subsidiary
March 31,
2023
March 31,
2023
March 31,
2023
March 31,
2023
March 31,
2023
March 31,
2023
March 31,
2023
March 31,
2023
March 31,
2023
March 31,
2023
Reporting currency
SGD
GBP
USD
USD
INR
AED
BDT
INR
INR
INR
Exchange rate as
on the last date of
relevant financial year
in the case of foreign
subsidiaries
61.79
101.65
82.17
82.17
1
22.37
0.77
1
1
1
Share capital/
Partners capital
3,986
41
49,806
-
500
27
0
30,928
(2,570)
225
Reserve & Surplus
(3,141)
8,080
(50,277)
(553)
(492)
(2,061)
(104)
1
-
(3)
Total assets
2,407
11,779
753
2,711
71
2,232
1,410
34,556
1,238
230
Total liabilities
1,562
3,658
1,224
3,264
63
4,266
1,514
3,627
3,808
8
Investments
-
-
-
-
-
-
-
20,691
-
-
Turnover*
5,075
17,651
984
5,969
0
769
518
1,921
2,322
0
Profit/(loss) before
taxation
163
(438)
35
261
(3)
(1,301)
19
(84)
(2,353)
(4)
Profit/(loss) after
taxation
117
(910)
(60)
259
(3)
(1,495)
(63)
(806)
(2,353)
(3)
Proposed dividend
-
-
-
-
-
-
-
-
-
-
% of shareholding**
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Date of acquisition/
incorporation
June 23,
2006
June 23,
2006
April 01,
2007
June 23,
2006
March 28,
2005
March 25,
2015
February
13, 2020
April 05,
2017
April 05,
2017
May 09,
2022
* Turnover includes intercompany transactions
** Including % of holding either directly or indirectly through subsidiaries
*** Represents non-operating company
**** Applied to Reserve Bank of India for non-banking finance company, yet to commence operation.
For and on behalf of the Board of Directors of Subex Limited
Anil Singhvi
Chairman, Non- Executive & Non-Independent Director
DIN : 00239589
Place: Mumbai, India
Nisha Dutt
Chief Executive Officer
Place: Bengaluru, India
Sumit Kumar
Chief Financial Officer
Place: Bengaluru, India
G V Krishnakanth
Company Secretary
Place: Bengaluru, India
Date: May 15, 2023
146
Subex Annual Report 2022-23
CONSOLIDATED
F I N A N C I A L
S TAT E M E N T S
147
Subex Annual Report 2022-23
INDEPENDENT AUDITOR’S REPORT
To the Members of Subex Limited
Report on the Audit of the Consolidated Ind AS Financial Statements
Opinion
We have audited the accompanying Consolidated Ind AS financial
statements of Subex Limited (hereinafter referred to as “the Holding
Company”), its subsidiaries (the Holding Company and its subsidiaries
together referred to as “the Group”) comprising of the consolidated
Balance sheet as at March 31, 2023, the consolidated Statement of
Profit and Loss, including other comprehensive income/(loss), the
consolidated Cash Flow Statement and the consolidated Statement
of Changes in Equity for the year then ended, and notes to the
consolidated Ind AS financial statements, including a summary of
significant accounting policies and other explanatory information
(hereinafter referred to as “the consolidated Ind AS financial
statements”).
In our opinion and to the best of our information and according
to the explanations given to us , the aforesaid consolidated Ind AS
financial statements give the information required by the Companies
Act, 2013, as amended (“the Act”) in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India, of the consolidated state of affairs of the
Group, as at March 31, 2023, their consolidated loss including other
comprehensive income/(loss), their consolidated cash flows and the
consolidated statement of changes in equity for the year ended on
that date.
Basis for Opinion
We conducted our audit of the consolidated Ind AS financial
statements in accordance with the Standards on Auditing (SAs), as
specified under section 143(10) of the Act. Our responsibilities under
those Standards are further described in the ‘Auditor’s Responsibilities
for the Audit of the Consolidated Ind AS Financial Statements’ section
of our report. We are independent of the Group, in accordance with
the ‘Code of Ethics’ issued by the Institute of Chartered Accountants
of India together with the ethical requirements that are relevant to
our audit of the financial statements under the provisions of the Act
and the Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the Code
of Ethics. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit opinion on
the consolidated Ind AS financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment,
were of most significance in our audit of the consolidated Ind AS
financial statements for the financial year ended March 31, 2023.
These matters were addressed in the context of our audit of the
consolidated Ind AS financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on
these matters. For each matter below, our description of how our
audit addressed the matter is provided in that context.
We have determined the matters described below to be the key
audit matters to be communicated in our report. We have fulfilled
the responsibilities described in the Auditor’s responsibilities for the
audit of the consolidated Ind AS financial statements section of our
report, including in relation to these matters. Accordingly, our audit
included the performance of procedures designed to respond to our
assessment of the risks of material misstatement of the consolidated
Ind AS financial statements. The results of audit procedures performed
by us, including those procedures performed to address the matters
below, provide the basis for our audit opinion on the accompanying
consolidated Ind AS financial statements.
Key audit matters
How our audit addressed the key audit matter
Revenue recognition (as described in note 23 of the consolidated Ind AS financial statements)
The Group derives its revenue primarily from sale, implementation and
customization of its proprietary license and related managed/support services.
Revenue from contracts with customers is recognized by the Group in
accordance with the requirements of Ind AS 115, Revenue from Contracts
with Customers (“Ind AS 115”), which involves certain key judgements relating
to identification of distinct performance obligations, determination of the
transaction price, allocation of transaction price to the identified performance
obligations especially to license fees, the appropriateness of the basis used
to measure revenue recognized over time or at a point in time. Accordingly,
revenue recognition has been identified as a key audit matter
Our audit procedures included the following:
(i)
We evaluated the design of internal controls and tested the operating
effectiveness of the internal control over revenue recognition;
(ii)
We performed following procedures on a sample of revenue contracts,
selected on a test check basis:
•
Read and identified the distinct performance obligations in these
contracts and compared these performance obligations with those
identified and recorded;
•
Read the terms of the contracts and tested the determination of the
transaction price including any variable consideration. Also, tested
management’s evaluation of the stand- alone selling price for each
performance obligation;
•
Tested the basis used by the management to measure revenue
recognized over time or at a point in time as per the requirements
of Ind AS 115;
148
Subex Annual Report 2022-23
(iii)
Performed cut-off procedures;
(iv)
In respect of fixed price contracts, we assessed the efforts incurred
with estimated efforts to identify significant variations and reasons and
to test whether those variations have been considered in estimating the
remaining efforts to complete the contract; and
(v)
We assessed the disclosures in the consolidated Ind AS financial
statements.
Impairment assessment of Goodwill (as described in note 5 of the consolidated Ind AS financial statements)
As at March 31, 2023, the Group’s net goodwill balance amounts to ` 34,409
lakhs pertaining to two cash generating units (‘CGUs’) ie: Revenue Management
Solutions (‘RMS’) and Data Integrity Management (‘DIM’).
To assess if there is an impairment of the carrying value of goodwill,
management conducts impairment tests at CGU level to which the goodwill
is allocated, annually or whenever changes in circumstances or events
indicate that, the carrying amount of such goodwill may not be recoverable.
An impairment loss is recognized if the recoverable amount is lower than the
carrying value.
The recoverable amount of the CGU is estimated by calculating the value in
use of the CGU to which goodwill is allocated by discounting future cash flows
based on future business plans which are reviewed and approved by the Board
of Directors of the Holding Company.
This is a key audit matter as the testing of goodwill impairment is complex and
involves significant judgement. The key assumptions involved in impairment
tests are projected revenue growth, operating margins, discount rates and
terminal growth.
Our audit procedures included the following:
(i)
We evaluated the Company’s internal controls over its annual impairment
assessment and key assumptions applied such as revenue growth,
operating margins, discount rates and terminal growth rates;
(ii)
We have obtained the valuation assessment from the external valuation
specialist engaged by the management for the Revenue Management
Solution (‘RMS’) CGU and assessed the key assumptions used;
(iii)
We have evaluated the competences, capabilities and objectivity of the
management’s expert and obtained an understanding of the scope of
work and the terms of engagement.
(iv)
We involved valuation specialists for evaluating and testing the key
assumptions and methodologies used by the management’s expert in
their valuation reports;
(v)
We performed sensitivity analysis in respect of key assumption used;
(vi)
We tested the arithmetical accuracy of the impairment models used;
(vii) We discussed potential changes in key drivers as compared to previous
year / actual performance with management in order to evaluate whether
the inputs and assumptions used in the cash flow forecasts were suitable;
and
(viii) We assessed the disclosures made in the Consolidated Ind AS financial
statements.
Evaluation of key tax matters (as described in note 33 of the consolidated Ind AS financial statements)
The Group operates in multiple jurisdictions and is subject to periodic
challenges by local tax authorities on a range of tax matters during the normal
course of business including transfer pricing and indirect tax matters. These
involve significant judgment by the Group to determine the possible outcome
of the uncertain tax positions, consequently having an impact on related
accounting and disclosures in the consolidated financial statements, which
have been a matter of significance during the audit and hence considered as
a key audit matter.
Our audit procedures include the following:
(i)
We obtained an understanding and assessed the internal control
environment relating to the identification, recognition and measurement
of provisions for disputes and disclosures of contingent liabilities in
relation to tax;
(ii)
We obtained confirmation from management’s expert on ongoing
litigations along with risk assessment and assessed the independence,
objectivity and competence of the management expert;
(iii)
We obtained details of tax assessments, demands issued by tax
authorities, orders/notices received with respect to other litigations from
the management;
(iv)
We evaluated and challenged assumptions made by the Group in
estimating the current and deferred tax balances;
v)
We involved tax specialists to review the status of tax assessments
and management’s position in relation to on-going disputes regarding
likelihood assessment of exposure carried out by the management; and
(vi) We assessed the adequacy disclosures in the consolidated Ind AS
financial statements.
149
Subex Annual Report 2022-23
Other Information
The Holding Company’s Board of Directors is responsible for the
other information. The other information comprises the information
included in the Management Discussion and Analysis, Board’s report
including annexures, Business Responsibility report and report on
Corporate Governance (herein after together referred to as “reports”),
but does not include the consolidated Ind AS financial statements
and our auditor’s report thereon.
Our opinion on the consolidated Ind AS financial statements does
not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the consolidated Ind AS financial
statements, our responsibility is to read the other information and,
in doing so, consider whether such other information is materially
inconsistent with the consolidated Ind AS financial statements or
our knowledge obtained in the audit or otherwise appears to be
materially misstated.
The Director’s report is not made available to us at the date of this
auditor’s report. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with
Governance for the Consolidated Ind AS Financial Statements
The Holding Company’s Board of Directors is responsible for the
preparation and presentation of these consolidated Ind AS financial
statements in terms of the requirements of the Act that give a true
and fair view of the consolidated financial position, consolidated
financial performance including other comprehensive income,
consolidated cash flows and consolidated statement of changes in
equity of the Group in accordance with the accounting principles
generally accepted in India, including the Indian Accounting
Standards (Ind AS) specified under section 133 of the Act read
with the Companies (Indian Accounting Standards) Rules, 2015,
as amended. The respective Board of Directors of the companies
included in the Group are responsible for maintenance of adequate
accounting records in accordance with the provisions of the Act
for safeguarding of the assets of the Group and for preventing and
detecting frauds and other irregularities; selection and application of
appropriate accounting policies; making judgments and estimates
that are reasonable and prudent; and the design, implementation
and maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness of
the accounting records, relevant to the preparation and presentation
of the consolidated Ind AS financial statements that give a true and
fair view and are free from material misstatement, whether due to
fraud or error, which have been used for the purpose of preparation
of the consolidated Ind AS financial statements by the Directors of
the Holding Company, as aforesaid.
In preparing the consolidated Ind AS financial statements, the
respective Board of Directors of the companies included in the Group
are responsible for assessing the ability of the Group to continue as
a going concern, disclosing, as applicable, matters related to going
concern and using the going concern
basis of accounting unless management either intends to liquidate
the Group or to cease operations, or has no realistic alternative but
to do so.
Those charged with governance are responsible for overseeing the
financial reporting process of the Group.
Auditor’s Responsibilities for the Audit of the Consolidated Ind AS
Financial Statements
Our objectives are to obtain reasonable assurance about whether
the consolidated Ind AS financial statements as a whole are free
from material misstatement, whether due to fraud or error, and
to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated Ind AS
financial statements.
As part of an audit in accordance with SAs, we exercise professional
judgment and maintain professional skepticism throughout the audit.
We also:
•
Identify and assess the risks of material misstatement of the
consolidated Ind AS financial statements, whether due to fraud
or error, design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher
than for one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the
override of internal control.
•
Obtain an understanding of internal control relevant to the audit
in order to design audit procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the Act, we are also
responsible for expressing our opinion on whether the Holding
Company has adequate internal financial controls with reference
to financial statements in place and the operating effectiveness
of such controls.
•
Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and related
disclosures made by management.
•
Conclude on the appropriateness of management’s use of
the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt
on the ability of the Group to continue as a going concern.
If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related
disclosures in the consolidated Ind AS financial statements or,
if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the
date of our auditor’s report. However, future events or conditions
may cause the Group to cease to continue as a going concern.
•
Evaluate the overall presentation, structure and content of
the consolidated Ind AS financial statements, including the
disclosures, and whether the consolidated Ind AS financial
statements represent the underlying transactions and events in
a manner that achieves fair presentation.
150
Subex Annual Report 2022-23
•
Obtain sufficient appropriate audit evidence regarding the
financial information of the entities or business activities within
the Group of which we are the independent auditors, to express
an opinion on the consolidated Ind AS financial statements. We
are responsible for the direction, supervision and performance
of the audit of the financial statements of such entities included
in the consolidated Ind AS financial statements of which we are
the independent auditors.
We communicate with those charged with governance of the Holding
Company and such other entities included in the consolidated Ind
AS financial statements of which we are the independent auditors
regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement
that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships
and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance,
we determine those matters that were of most significance in the
audit of the consolidated Ind AS financial statements for the financial
year ended March 31, 2023 and are therefore the key audit matters.
We describe these matters in our auditor’s report unless law or
regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not
be communicated in our report because the adverse consequences
of doing so would reasonably be expected to outweigh the public
interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1.
As required by the Companies (Auditor’s Report) Order, 2020
(“the Order”), issued by the Central Government of India in
terms of sub-section (11) of section 143 of the Act, based on
our audit of separate financial statements and the other financial
information of the subsidiary companies, incorporated in India,
we give in the “Annexure 1” a statement on the matters specified
in paragraph 3(xxi) of the Order.
2.
As required by Section 143(3) of the Act, we report, to the extent
applicable, that:
(a) We sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit of the
aforesaid consolidated Ind AS financial statements;
(b) In our opinion, proper books of account as required by
law have been kept by the Company so far as it appears
from our examination of those books except that the
backup of all books of account and other books and papers
maintained in electronic mode has not been maintained on
servers physically located in India on daily basis.
(c) The Consolidated Balance Sheet, the Consolidated
Statement of Profit and Loss including the Statement of
Other Comprehensive Income/(Loss), the Consolidated
Cash Flow Statement and Consolidated Statement of
Changes in Equity dealt with by this Report are in agreement
with the books of account maintained for the purpose of
preparation of the consolidated Ind AS financial statements;
(d) In our opinion, the aforesaid consolidated Ind AS financial
statements comply with the Accounting Standards specified
under Section 133 of the Act, read with Companies (Indian
Accounting Standards) Rules, 2015, as amended;
(e) On the basis of the written representations received from
the directors of the Holding Company and its Subsidiary
Companies incorporated in India as on March 31, 2023
taken on record by the Board of Directors of the Holding
Company and its subsidiary companies incorporated in
India, none of the directors of the Holding Company and its
subsidiary companies, incorporated in India, is disqualified
as on March 31, 2023 from being appointed as a director in
terms of Section 164 (2) of the Act;
(f)
The observation relating to the maintenance of accounts
and other matters connected therewith are as stated in
paragraph (b) above.
(g) With respect to the adequacy and the operating effectiveness
of the internal financial controls with reference to these
consolidated Ind AS financial statements of the Holding
Company and its subsidiary companies, incorporated in
India, refer to our separate Report in “Annexure 2” to this
report;
(h) In our opinion, the managerial remuneration for the
year ended March 31, 2023 has been paid / provided by
the Holding Company and its subsidiary Companies,
incorporated in India to their directors in accordance with
the provisions of section 197 read with Schedule V to the
Act;
(i)
With respect to the other matters to be included in
the Auditor’s Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, as amended,
in our opinion and to the best of our information and
according to the explanations given to us:
i.
The consolidated Ind AS financial statements disclose
the impact of pending litigations on its consolidated
financial position of the Group, in its consolidated
Ind AS financial statements – Refer Note 33 to the
consolidated Ind AS financial statements;
ii.
The Group did not have any material foreseeable
losses in long-term contracts including derivative
contracts during the year ended March 31, 2023;
iii.
There were no amounts which were required to be
transferred to the Investor Education and Protection
Fund by the Holding Company and its subsidiary
Companies incorporated in India during the year
ended March 31, 2023:
iv.
a) The respective managements of the Holding
Company
and
its
subsidiaries
which
are
companies incorporated in India whose financial
statements have been audited under the Act
151
Subex Annual Report 2022-23
have represented to us respectively that, to the
best of its knowledge and belief, no funds have
been advanced or loaned or invested (either
from borrowed funds or share premium or any
other sources or kind of funds) by the Holding
Company or any of such subsidiaries, to or in
any other person or entity, including foreign
entities (“Intermediaries”), with the understanding,
whether recorded in writing or otherwise, that the
Intermediary shall, whether, directly or indirectly
lend or invest in other persons or entities identified
in any manner whatsoever by or on behalf of
the respective Holding Company or any of such
subsidiaries, (“Ultimate Beneficiaries”) or provide
any guarantee, security or the like on behalf of
the Ultimate Beneficiaries;
b)
The respective managements of the Holding
Company
and
its
subsidiaries,
which
are
companies incorporated in India whose financial
statements have been audited under the Act have
represented to us respectively that, to the best
of its knowledge and belief, no funds (which are
material either individually or in the aggregate)
have been received by the respective Holding
Company or any of such subsidiaries, from
any person or entity, including foreign entities
(“Funding Parties”), with the understanding,
whether recorded in writing or otherwise, that
the Holding Company or any of such subsidiaries,
shall, whether, directly or indirectly, lend or
invest in other persons or entities identified in
any manner whatsoever by or on behalf of the
Funding Party (“Ultimate Beneficiaries”) or provide
any guarantee, security or the like on behalf of the
Ultimate Beneficiaries; and
c)
Based on the audit procedures that have been
considered reasonable and appropriate in the
circumstances performed by us nothing has
come to our notice that has caused us to believe
that the representations under sub-clause (a) and
(b) contain any material mis-statement.
v)
No dividend has been declared or paid during the year
by the Holding Company, its subsidiaries, companies,
incorporated in India.
vi)
As proviso to Rule 3(1) of the Companies (Accounts)
Rules, 2014 for maintaining books of account using
accounting software which has a feature of recording
audit trail (edit log) facility is applicable only w.e.f.
April 1, 2023 for the Holding Company, its subsidiary
companies incorporated in India, hence reporting
under this clause is not applicable.
For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004
per Rajeev Kumar
Partner
Membership Number: 213803
UDIN: 23213803BGXAKW7868
Place of Signature: Bengaluru, India
Date: May 15, 2022
152
Subex Annual Report 2022-23
Annexure 1 to the Independent Auditor’s Report of even date on the Consolidated Ind AS Financial Statements
of Subex Limited
Statement on the matters specified in paragraph 3(xxi) of Companies (Auditor’s Report) Order, 2020 (“the Order”)
(xxi) There are no qualifications or adverse remarks by the respective auditors in the Companies (Auditors Report) Order (CARO) reports of the
companies included in the consolidated financial statements. Accordingly, the requirement to report on clause 3(xxi) of the Order is not
applicable to the Holding Company.
For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004
per Rajeev Kumar
Partner
Membership Number: 213803
UDIN: 23213803BGXAKW7868
Place of Signature: Bengaluru
Date: May 15, 2023
153
Subex Annual Report 2022-23
Annexure 2 to the Independent Auditor’s Report of even date on the Consolidated Ind AS Financial Statements
of Subex Limited
Report on the Internal Financial Controls under clause (i) of sub-
section 3 of section 143 of the Companies Act, 2013 (“the Act”)
In conjunction with our audit of the consolidated Ind AS financial
statements of Subex Limited (hereinafter referred to as the “Holding
Company”) as of and for the year ended March 31, 2023, we have
audited the internal financial controls with reference to consolidated
Ind AS financial statements of the Holding Company and its
Subsidiary Companies, which are companies incorporated in India,
as of that date.
Management’s Responsibility for Internal Financial Controls
The respective Board of Directors of the Holding Company and its
Subsidiary Companies, which are companies incorporated in India,
are responsible for establishing and maintaining internal financial
controls based on the internal control over financial reporting criteria
established by the Holding Company and its Subsidiary Companies
considering the essential components of internal control stated in the
Guidance Note on Audit of Internal Financial Controls Over Financial
Reporting issued by the Institute of Chartered Accountants of India
(‘ICAI’). These responsibilities include the design, implementation
and maintenance of adequate internal financial controls that were
operating effectively for ensuring the orderly and efficient conduct
of its business, including adherence to the respective Company’s
policies, the safeguarding of its assets, the prevention and detection
of frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable financial
information, as required under the Companies Act, 2013.
Auditor’s Responsibility
Our responsibility is to express an opinion on the Holding Company’s
internal financial controls with reference to these consolidated Ind
AS financial statements based on our audit. We conducted our audit
in accordance with the Guidance Note on Audit of Internal Financial
Controls Over Financial Reporting (the “Guidance Note”) and the
Standards on Auditing specified under section 143(10) of the Act, to
the extent applicable to an audit of internal financial controls, both,
issued by ICAI. Those Standards and the Guidance Note require
that we comply with ethical requirements and plan and perform
the audit to obtain reasonable assurance about whether adequate
internal financial controls with reference to these consolidated Ind
AS financial statements was established and maintained and if such
controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence
about the adequacy of the internal financial controls with reference
to these consolidated Ind AS financial statements and their operating
effectiveness. Our audit of internal financial controls with reference
to consolidated Ind AS financial statements included obtaining an
understanding of internal financial controls with reference to these
consolidated Ind AS financial statements, assessing the risk that a
material weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed
risk. The procedures selected depend on the auditor’s judgement,
including the assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion on the
internal financial controls with reference to these consolidated Ind
AS financial statements.
Meaning of Internal Financial Controls With Reference to these
Consolidated Ind AS Financial Statements
A Company’s internal financial control with reference to these
consolidated Ind AS financial statements is a process designed to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles. A Company’s internal financial control with reference to
these consolidated Ind AS financial statements includes those policies
and procedures that (1) pertain to the maintenance of records that,
in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of
the company are being made only in accordance with authorisations
of management and directors of the Company; and (3) provide
reasonable assurance regarding prevention or timely detection of
unauthorised acquisition, use, or disposition of the Company’s assets
that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls With Reference
to Consolidated Ind AS Financial Statements
Because of the inherent limitations of internal financial controls with
reference to these consolidated Ind AS financial statements, including
the possibility of collusion or improper management override of
controls, material misstatements due to error or fraud may occur
and not be detected. Also, projections of any evaluation of the
internal financial controls with reference to these consolidated Ind
AS financial statements to future periods are subject to the risk that
the internal financial controls with reference to these consolidated
Ind AS financial statements may become inadequate because of
changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
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Subex Annual Report 2022-23
Opinion
In our opinion, the Holding Company and its Subsidiary Companies, which are companies incorporated in India, have, maintained in all
material respects, adequate internal financial controls with reference to these consolidated Ind AS financial statements and such internal
financial controls with reference to these consolidated Ind AS financial statements were operating effectively as at March 31, 2023, based
on the internal control over financial reporting criteria established by the Holding Company and its Subsidiary Companies considering the
essential components of internal control stated in the Guidance Note issued by the ICAI.
For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004
per Rajeev Kumar
Partner
Membership Number: 213803
UDIN: 23213803BGXAKW7868
Place of Signature: Bengaluru
Date: May 15, 2023
155
Subex Annual Report 2022-23
CONSOLIDATED BALANCE SHEET
as at March 31, 2023
(` in Lakhs)
Notes
As at
March 31, 2023
As at
March 31, 2022
ASSETS
Non-current assets
Property, plant and equipment
3
967
959
Right-of-use assets
29
3,158
1,386
Goodwill on consolidation
5
34,409
34,409
Other intangible assets
4
11
14
Financial assets
Investments
7
165
-
Other financial assets
11
818
447
Income tax assets (net)
12
3,793
4,947
Deferred tax assets(net) (including MAT credit entitlement)
13
843
148
Other non-current assets
14
49
42
44,213
42,352
Current assets
Financial assets
Loans
6
134
161
Investments
7
1,222
1,165
Trade receivables
8
9,037
9,681
Cash and cash equivalents
9
5,238
8,539
Other balances with banks
10
5,677
2,328
Other financial assets
11
4,051
7,003
Other current assets
14
790
779
26,149
29,656
Total assets
70,362
72,008
EQUITY AND LIABILITIES
Equity
Equity share capital
15
28,100
28,100
Other equity
16
24,084
28,267
Total equity
52,184
56,367
Liabilities
Non-current liabilities
Financial liabilities
Lease Liabilities
29
2,475
998
Provisions
20
222
304
Deferred tax liabilities (net)
21
6,904
6,742
9,601
8,044
156
Subex Annual Report 2022-23
Notes
As at
March 31, 2023
As at
March 31, 2022
Current liabilities
Financial liabilities
Lease Liabilities
29
864
470
Trade payables
- total outstanding dues of micro enterprises and small enterprises
17
165
276
- total outstanding dues of creditors other than micro enterprises and small enterprises
17
1,097
1,396
Other financial liabilities
18
1,903
1,491
Other current liabilities
19
3,147
2,506
Provisions
20
663
830
Income tax liabilities (net)
22
738
628
8,577
7,597
Total liabilities
18,178
15,641
Total equity and liabilities
70,362
72,008
Corporate information and significant accounting policies
1 & 2
The accompanying notes are an integral part of the consolidated financial statements
As per our report of even date
For and on behalf of the Board of Directors of Subex Limited
For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm registration number: 101049W/E300004
Anil Singhvi
Chairman, Non- Executive & Non-Independent Director
DIN : 00239589
Place: Mumbai, India
Nisha Dutt
Chief Executive Officer
Place: Bengaluru, India
per Rajeev Kumar
Partner
Membership No.: 213803
Sumit Kumar
Chief Financial Officer
Place: Bengaluru, India
G V Krishnakanth
Company Secretary
Place: Bengaluru, India
Place: Bengaluru, India
Date: May 15, 2023
Date: May 15, 2023
CONSOLIDATED BALANCE SHEET (contd.)
as at March 31, 2023
(` in Lakhs)
157
Subex Annual Report 2022-23
CONSOLIDATED STATEMENT OF PROFIT AND LOSS
for the year ended March 31, 2023
(` in Lakhs)
Notes
Year ended
March 31, 2023
Year ended
March 31, 2022
1
Income
Revenue from operations
23
27,869
33,344
Other income
24
816
1,037
Total income
28,685
34,381
2
Expenses
Employee benefits expense
25
20,069
21,449
Finance costs
26
258
194
Depreciation and amortization expense
27
1,399
988
Other expenses
28
10,865
8,381
Total expenses
32,591
31,012
3
Profit/(loss) before tax expense (1-2)
(3,906)
3,369
4
Tax expense (net):
Current tax charge
22
89
251
Provision for MAT credit
13
-
(141)
Provision - foreign withholding taxes (net)
22
1,660
593
Deferred tax (credit) / charge
22
(534)
567
Total tax expense
1,215
1,270
5
Profit/(loss) for the year (3-4)
(5,121)
2,099
6
Other comprehensive income/ (loss) ('OCI'), net of tax expense
Items that will be reclassified subsequently to profit or loss:
Net exchange gain on translation of foreign operations
581
267
Items that will not be reclassified subsequently to profit or loss:
Re-measurement loss on defined benefit plans
35
39
(64)
Total comprehensive income, net of tax
620
203
7
Total comprehensive income for the year attributable to equity holders of the Company (5+6)
(4,501)
2,302
8
Earnings per equity share [nominal value of ` 5/- each (March 31, 2022 : ` 5)]
30
Basic (`)
(0.93)
0.38
Diluted (`)
(0.93)
0.38
Corporate information and significant accounting policies
1 & 2
The accompanying notes are an integral part of the consolidated financial statements
As per our report of even date
For and on behalf of the Board of Directors of Subex Limited
For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm registration number: 101049W/E300004
Anil Singhvi
Chairman, Non- Executive & Non-Independent Director
DIN : 00239589
Place: Mumbai, India
Nisha Dutt
Chief Executive Officer
Place: Bengaluru, India
per Rajeev Kumar
Partner
Membership No.: 213803
Sumit Kumar
Chief Financial Officer
Place: Bengaluru, India
G V Krishnakanth
Company Secretary
Place: Bengaluru, India
Place: Bengaluru, India
Date: May 15, 2023
Date: May 15, 2023
158
Subex Annual Report 2022-23
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended March 31, 2023
(` in Lakhs)
Year ended
March 31, 2023
Year ended
March 31, 2022
(A)
Cash flow from operating activities
(Loss)/ profit before tax expense
(3,906)
3,369
Adjustments to reconcile profit before tax expense to net cash flows:
Depreciation of property, plant and equipment and right-of-use assets
1,396
987
Amortization of intangible assets
3
1
Gain on disposal of property, plant and equipment (net)
(3)
-
Interest income (including fair value changes)
(250)
(266)
Fair value gain on financial instrument at fair value through profit or loss
-
(7)
Net gain on sale of investment
(62)
(15)
Finance costs (including fair value changes)
255
194
Allowance for expected credit losses
1,991
536
Expense on share based payment
231
137
Gain on termination/modification of lease agreement
(55)
(12)
Waiver of borrowings (PPP Loan and interest)
-
(584)
Net foreign exchange differences
(407)
(165)
Operating (loss)/ profit before working capital changes
(807)
4,175
Working capital adjustments:
(Increase)/ decrease in loans
50
76
(Increase)/ decrease in trade receivables
(328)
(27)
(Increase)/ decrease in other financial assets
2,940
(1,006)
(Increase)/ decrease in other assets
(14)
(185)
Increase/ (decrease) in trade payables
(747)
329
Increase/ (decrease) in other financial liabilities
299
(1,375)
Increase/ (decrease) in other current liabilities
331
(485)
Increase/ (decrease) in provisions
(293)
(34)
1,430
1,468
Income tax paid (including TDS, net of refund)
(505)
(2,278)
Net cash flow from/ (used in) operating activities
925
(810)
(B)
Cash flow from investing activities
Purchase of property, plant and equipment
(493)
(540)
Proceeds from sale of property, plant and equipment
4
-
Investments in mutual fund
(10,405)
(9,672)
Investments in equity instruments
(165)
-
Proceeds from sale of investments in mutual fund
10,411
8,529
Net investment in deposit account
(3,323)
(2,111)
Interest received
190
260
Net cash flows used in investing activities
(3,781)
(3,534)
159
Subex Annual Report 2022-23
Year ended
March 31, 2023
Year ended
March 31, 2022
(C)
Cash flow from financing activities*
Proceeds from exercise of ESOP
101
440
Interest paid on lease liability
(220)
(178)
Repayment of Lease liability
(532)
(389)
Payment of dividends [refer note 16(a)]
-
(1,405)
Net cash flows used in financing activities
(651)
(1,532)
(D)
Net (decrease)/ increase in cash and cash equivalents (A+B+C)
(3,507)
(5,876)
Net foreign exchange difference on cash and cash equivalents
206
71
Cash and cash equivalents at the beginning of the year
8,539
14,294
(E)
Cash and cash equivalents at year end (refer note 9)
5,238
8,539
*Refer note 29 for cash and non-cash changes in liabilities arising from financing activities.
Corporate information and significant accounting policies (refer notes 1 & 2)
The accompanying notes are an integral part of the consolidated financial statements
As per our report of even date
For and on behalf of the Board of Directors of Subex Limited
For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm registration number: 101049W/E300004
Anil Singhvi
Chairman, Non- Executive & Non-Independent Director
DIN : 00239589
Place: Mumbai, India
Nisha Dutt
Chief Executive Officer
Place: Bengaluru, India
per Rajeev Kumar
Partner
Membership No.: 213803
Sumit Kumar
Chief Financial Officer
Place: Bengaluru, India
G V Krishnakanth
Company Secretary
Place: Bengaluru, India
Place: Bengaluru, India
Date: May 15, 2023
Date: May 15, 2023
CONSOLIDATED STATEMENT OF CASH FLOWS (contd.)
for the year ended March 31, 2023
(` in Lakhs)
160
Subex Annual Report 2022-23
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended March 31, 2023
A. Equity share capital (refer note 15):
No.
` in Lakhs
Equity shares of ` 5 each, issued, subscribed and fully paid-up
As at April 1, 2021
56,20,02,935
28,100
Issued during the year
-
-
As at March 31, 2022
56,20,02,935
28,100
Issued during the year
-
-
As at March 31, 2023
56,20,02,935
28,100
B. Other equity (refer note 16):
(` in Lakhs)
Particulars
Attributable to equity holders of the Company
Reserves and surplus
OCI
Total
Securities
premium
General
reserve
Employee
stock
options
reserve
Surplus/
(deficit) in the
statement of
profit and loss
Treasury
Shares
Exchange
reserve on
consolidation
As at April 1, 2021
16,444
1,783
232
20,987
(1,121)
(11,570)
26,755
Add: Profit for the year
-
-
-
2,099
-
-
2,099
Add/(less): Other comprehensive (loss)/ income
-
-
-
(64)
-
267
203
Add: Share based expenses (refer note 34)
-
-
137
-
-
-
137
Add/(less): On account of exercise of stock options
114
-
(98)
-
424
-
440
Add/(less): On account of vested options lapsed during the year
-
4
(4)
-
-
-
-
Less: Dividends [refer note 16(a)]
-
-
-
(1,367)
-
-
(1,367)
As at March 31, 2022
16,558
1,787
267
21,655
(697)
(11,303)
28,267
Add: Loss for the year
-
-
-
(5,121)
-
-
(5,121)
Add/(less): Other comprehensive (loss)/ income
-
-
-
39
-
581
620
Add: Share based expenses (refer note 34)
-
-
232
-
-
-
232
Add/(less): On account of exercise of stock options
26
-
(22)
-
82
-
86
Add/(less): On account of vested options lapsed during the year
-
33
(33)
-
-
-
-
As at March 31, 2023
16,584
1,820
444
16,573
(615)
(10,722)
24,084
Corporate information and significant accounting policies (refer notes 1 & 2)
The accompanying notes are an integral part of the consolidated financial statements
As per our report of even date
For and on behalf of the Board of Directors of Subex Limited
For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm registration number: 101049W/E300004
Anil Singhvi
Chairman, Non- Executive & Non-Independent Director
DIN : 00239589
Place: Mumbai, India
Nisha Dutt
Chief Executive Officer
Place: Bengaluru, India
per Rajeev Kumar
Partner
Membership No.: 213803
Sumit Kumar
Chief Financial Officer
Place: Bengaluru, India
G V Krishnakanth
Company Secretary
Place: Bengaluru, India
Place: Bengaluru, India
Date: May 15, 2023
Date: May 15, 2023
161
Subex Annual Report 2022-23
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended March 31, 2023
1. Corporate information
Subex Limited (“the Company” or “Subex” or “holding company”
or “parent company”) a public limited company incorporated in
1994, is a leading global provider of Operations and Business
Support Systems (“OSS/BSS”) to communication service
providers (“CSPs”) worldwide in the Telecom industry.
The Company pioneered the concept of a Revenue Operations
Centre (“ROC”) – a centralized approach that sustains profitable
growth and financial health for the CSPs through coordinated
operational control. Subex’s product portfolio powers the ROC
and its best-in-class solutions enable new service creation,
operational
transformation,
subscriber-centric
fulfilment,
provisioning automation, data integrity management, revenue
assurance,
cost
management,
fraud
management
and
interconnect/ inter-party settlement. Subex also offers a scalable
Managed Services Program. The CSPs achieve competitive
advantage through Business Optimization and Service Agility and
improve their operational efficiency to deliver enhanced service
experiences to their subscribers. The Company has its registered
office in Bengaluru and operates through its subsidiaries in India,
USA, UK, Singapore, Canada, Bangladesh and UAE and branches
in USA, UK, Canada, Australia, Italy, UAE and Saudi Arabia.
Effective November 1, 2017, the Company has restructured
its business by way of transfer of its Revenue Maximisation
Solutions and related businesses (“RMS business”) and the Subex
Secure and Analytics solutions and related businesses (“Digital
business”) to its subsidiaries, Subex Assurance LLP (“SA LLP”)
and Subex Digital LLP (“SD LLP”) (together referred to as “LLPs”),
respectively, hereinafter referred to as the “Restructuring” 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.
Further, the Board of Directors of the Company in its meeting
held on October 28, 2021 has approved the restructuring of the
business, subject to all requisite approvals, wherein the business
carried out by Subex Assurance LLP will be transferred to
Subex Limited on a ‘going concern’ basis excluding Developed
Technology and Investment in subsidiaries. The aforesaid
restructuring is being carried out to achieve higher operational
efficiencies upon integration and consolidation of business in
the listed entity. On February 23, 2022, the shareholder of the
Company approved the aforesaid restructuring through postal
ballot.
These consolidated financial statements for the year ended March
31, 2023 comprise financial statements of Subex Limited and its
subsidiaries (collectively hereafter referred to as “the Group”).
These consolidated financial statements for the year ended
March 31, 2023 are approved by the Board of Directors on May
15, 2023.
Following subsidiaries have been considered in the preparation of the consolidated financial statements:
Name of the subsidiary
Country of incorporation
% of holding and voting power either
directly or indirectly through subsidiaries
as at
March 31, 2023
March 31, 2022
Subex Americas Inc.
Canada
100
100
Subex Inc.
United States of America
100
100
Subex (Asia Pacific) Pte. Limited
Singapore
100
100
Subex (UK) Limited
United Kingdom
100
100
Subex Middle East, FZE
United Arab Emirates
100
100
Subex Technologies Limited *
India
100
100
Subex Azure Holdings Inc. *
United States of America
100
100
Subex Assurance LLP
India
100
100
Subex Digital LLP
India
100
100
Subex Bangladesh Private Limited
Bangladesh
100
100
Subex Account Aggregator Services Private Limited
India
100
-
* Represents non-operating companies.
All the above subsidiaries are under the same management and are engaged in the same principle activities as the holding company.
Subex Limited is the sponsoring entity of Employee Stock Option Plan (‘ESOP’) trust. Management of the Company can appoint and remove
the trustees and provide funding to the trust for buying the shares. Basis assessment by the management, it believes that the ESOP trust is
controlled by the Company and accordingly Subex Employee Welfare and ESOP Benefit Trust is consolidated [refer note 2(p) and note 34].
162
Subex Annual Report 2022-23
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended March 31, 2023
2. Significant accounting policies
a.
Basis of preparation
The consolidated financial statements of the Group have
been prepared and presented in accordance with accounting
principles generally accepted in India including Indian
Accounting Standards (Ind AS) specified under section 133
of the Companies Act, 2013 (“the Act”) read with Companies
(Indian Accounting Standards) Rules, 2015 (as amended from
time to time).
The consolidated financial statements have been prepared on
a historical cost basis, except for certain financial instruments
which are measured at fair value at the end of each reporting
period, as explained further in the accounting policies below.
The consolidated financial statements are presented in INR (“`”)
and all the values are rounded off to the nearest Lakhs (INR
00,000) except when otherwise indicated.
b. Basis of consolidation
The consolidated financial statements comprise the financial
statements of the Company and its subsidiaries as disclosed in
Note 1. Control exists when the parent has:
•
Power over the investee (i.e. existing rights that give it the
current ability to direct the relevant activities of the investee)
•
Exposure or rights, to variable returns from its involvement
with the investee, and
•
The ability to use its power over the investee to affect its
returns.
The Group re-assesses whether or not it controls an investee
if facts and circumstances indicate that there are changes to
one or more of the three elements of control. Consolidation
of a subsidiary begins when the Group obtains control over
the subsidiary and ceases when the Group loses control of the
subsidiary. Assets, liabilities, income and expenses of a subsidiary
acquired or disposed of during the year are included in the
consolidated financial statements from the date the Group gains
control until the date the Group ceases to control the subsidiary.
Consolidated financial statements are prepared using uniform
accounting policies for like transactions and other events in
similar circumstances. If a member of the group uses accounting
policies other than those adopted in the consolidated
financial statements for like transactions and events in similar
circumstances, appropriate adjustments are made to that group
member’s financial statements in preparing the consolidated
financial statements to ensure conformity with the group’s
accounting policies.
The financial statements of all entities used for the purpose of
consolidation are drawn up to same reporting date as that of the
parent company, i.e., year ended on March 31, 2023.
Consolidation procedure:
i.
Combine like items of assets, liabilities, income, expenses
and cash flows of the parent with those of its subsidiaries.
For this purpose, income and expenses of the subsidiary
are based on the amounts of the assets and liabilities
recognised in the consolidated financial statements at the
acquisition date.
ii.
Offset (eliminate) the carrying amount of the parent’s
investment in each subsidiary and the parent’s portion
of equity of each subsidiary. The excess of cost to the
Company of its investments in the subsidiary companies
over its share of equity of the subsidiary companies, at
the date on which the investment in the subsidiaries were
made, is recognised as ‘Goodwill’ being an intangible asset
in the consolidated financial statements and is tested for an
impairment on an annual basis. On the other hand, where
the share of equity in the subsidiary companies as on the
date of investment is in excess of cost of investments of the
Company, it is recognised as ‘Capital Reserve’ and shown
in ‘Other Equity’, in the consolidated financial statements.
The ‘Goodwill’ is determined separately for each subsidiary
company and such amounts are not set off between
different entities.
iii.
Eliminate in full intragroup assets and liabilities, income,
expenses and cash flows relating to transactions between
entities of the group (profits or losses resulting from
intragroup transactions that are recognised in assets, such
as inventory and fixed assets, are eliminated in full).
iv.
The ESOP Trust is consolidated in the standalone financial
statements of the Company and the shares purchased
and held by ESOP Trust are treated as treasury shares and
recognised at cost and deducted from other equity. Refer
note 2(p).
Profit or loss and each component of other comprehensive
income (OCI) are attributed to the equity holders of the parent
company.
c.
Use of estimates, assumptions and judgements
The preparation of the consolidated financial statements in
conformity with Ind AS requires the management to make
estimates, judgements and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of contingent
assets and liabilities on the date of the consolidated financial
statements and the reported amounts of revenues and expenses
for the year reported. Actual results could differ from those
estimates. Estimates and underlying assumptions are reviewed
on an ongoing basis. Revisions to accounting estimates are
recognised in the year in which the estimates are revised and
future periods are affected.
163
Subex Annual Report 2022-23
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended March 31, 2023
Key source of estimation of uncertainty as at the date of
consolidated financial statements, which may cause a material
adjustment to the carrying amounts of assets and liabilities
within the next financial year, is in respect of the following:
Revenue recognition
The Group uses the percentage of completion method in
accounting for revenue from implementation and customisation
projects. Use of the percentage of completion method requires
the Group to estimate the completed efforts as a proportion of
the total efforts. Efforts have been used to measure progress
towards completion as there is a direct relationship between
input and productivity. Provisions for estimated losses, if any,
on uncompleted contracts are recorded in the year in which
such losses become probable based on the expected contract
estimates at the reporting date.
Impairment of non-financial assets
Impairment exists when the carrying value of an asset or cash
generating unit (“CGU”) exceeds its recoverable amount, which
is the higher of its fair value less costs of disposal and its value
in use. The fair value less costs of disposal calculation is based
on available data from binding sales transactions, conducted
at arm’s length, for similar assets or observable market prices
less incremental costs for disposing of the asset. The value
in use calculation is based on a discounted cash flow (“DCF”)
model. The cash flows are derived from the budget for future
years and do not include restructuring activities that the Group
is not yet committed to or significant future investments that will
enhance the asset’s performance of the CGU being tested. The
recoverable amount is sensitive to the discount rate used for the
DCF model as well as the expected future cash-inflows and the
growth rate used for extrapolation purposes. These estimates
are most relevant to goodwill recognized by the Group. The key
assumptions used to determine the recoverable amount for the
different CGUs, are disclosed and further explained in note 5.
Impairment of financial assets
In accordance with Ind AS 109, the Group assesses impairment
of financial assets (‘Financial instruments’) and recognises
expected credit losses, which are measured through a loss
allowance.
The Group provides for impairment of trade receivables and
unbilled revenue based on assumptions about risk of default
and expected timing of collection. The Group uses judgement
in making these assumptions and selecting inputs to the
impairment calculation, based on the Group’s past history,
customer’s creditworthiness, existing market conditions as
well as forward looking estimates at the end of each reporting
period. Also, refer note 2(j).
Defined benefit plans
The cost of the defined benefit gratuity plan and other post-
employment benefits and the present value of the gratuity
obligation is determined using actuarial valuation. An actuarial
valuation involves making various assumptions that may differ
from actual developments in the future. These include the
determination of the discount rate, future salary increases and
mortality rates. Due to the complexities involved in the valuation
and its long-term nature, a defined benefit obligation is highly
sensitive to changes in these assumptions. All assumptions are
reviewed at each reporting date (refer note 35).
The parameter most subject to change is the discount rate. In
determining the appropriate discount rate for plans operated
in India, the management considers the interest rates of
government bonds in currencies consistent with the currencies
of the post-employment benefit obligation.
The mortality rate is based on publicly available mortality
tables. These mortality tables tend to change only at interval in
response to demographic changes. Future salary increases and
gratuity increases are based on expected future inflation rates.
Fair Value measurement of financial instruments
When the fair values of financial assets and financial liabilities
recorded in the consolidated balance sheet cannot be measured
based on quoted prices in active markets, their fair value is
measured using internal valuation techniques. The inputs to
these models are taken from observable markets where possible,
but where this is not feasible, a degree of judgement is required
in establishing fair values. Judgements include considerations of
inputs such as liquidity risk, credit risk and volatility. Changes in
assumptions about these factors could affect the reported fair
value of financial instruments. Also refer note 2(l).
Share-based payments
Estimating fair value for share-based payment transactions
requires determination of the most appropriate valuation
model, which is dependent on the terms and conditions of
the grant. This estimate also requires determination of the
most appropriate inputs to the valuation model including the
expected life of the share option, volatility and dividend yield
and making assumptions about them. The assumptions and
models used for estimating fair value for share-based payment
transactions are disclosed in note 34.
Taxes
The Group’s three major tax jurisdictions are India, the United
Kingdom and Bangladesh though the Group also files tax
returns in other foreign jurisdictions. Significant judgments are
involved in determining the provision for income taxes and tax
credits including the amount expected to be paid or refunded
for uncertain tax positions.
Deferred tax assets are recognised for unused tax losses to
the extent that it is probable that taxable profit will be available
against which the losses can be utilised. Significant management
judgement is required to determine the amount of deferred tax
assets that can be recognised, based upon the likely timing
164
Subex Annual Report 2022-23
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended March 31, 2023
and the level of future taxable profits together with future tax
planning strategies. Also refer note 2(s) and note 13, note 21 &
note 22.
Leases
Ind AS 116 requires lessees to determine the lease term as the
non-cancellable period of a lease adjusted with any option
to extend or terminate the lease, if the use of such option is
reasonably certain. The Group makes an assessment on the
expected lease term on a lease-by-lease basis and thereby
assesses whether it is reasonably certain that any options
to extend or terminate the contract will be exercised. In
evaluating the lease term, the Group considers factors such as
any significant leasehold improvements undertaken over the
lease term, costs relating to the termination of the lease and
the importance of the underlying asset to Group’s operations
taking into account the location of the underlying asset and
the availability of suitable alternatives. The lease term in future
periods is reassessed to ensure that the lease term reflects the
current economic circumstances. After considering current and
future economic conditions, the Group has concluded that no
changes are required to lease period relating to the existing
lease contracts [Refer to note 2(k)].
d.
Current/ non-current classification
The Group presents assets and liabilities in the consolidated
balance sheet based on current/ non-current classification.
An asset is treated as current when it is:
•
Expected to be realised or intended to be sold or consumed
in normal operating cycle
•
Held primarily for the purpose of trading
•
Expected to be realised within twelve months after the
reporting period, or
•
Cash or cash equivalent unless restricted from being
exchanged or used to settle a liability for at least twelve
months after the reporting period
All other assets are classified as non-current.
A liability is current when:
•
It is expected to be settled in normal operating cycle
•
It holds the liability primarily for the purpose of trading
•
It is due to be settled within twelve months after the
reporting period, or
•
There is no unconditional right to defer the settlement of the
liability for at least twelve months after the reporting period
The Group classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current
assets and liabilities, respectively.
Advance tax paid is classified as non-current assets.
The operating cycle is the time between the acquisition of assets
for processing and their realisation in cash and cash equivalents.
The Group has identified twelve months as its operating cycle.
e.
Business combination and goodwill
Goodwill is initially measured at cost, being the excess of the
aggregate of the consideration transferred and the amount
recognised for non-controlling interests, and any previous
interest held, over the net identifiable assets acquired and
liabilities assumed. After initial recognition, Goodwill is measured
at cost less any accumulated impairment losses. For the
purpose of impairment testing, goodwill acquired in a business
combination is, from the acquisition date, allocated to each of
the Group’s cash-generating units that are expected to benefit
from the combination, irrespective of whether other assets or
liabilities of the acquiree are assigned to those units.
A cash generating unit to which goodwill has been allocated is
tested for impairment annually as at March 31 or more frequently
when there is an indication that the unit may be impaired. If
the recoverable amount of the cash generating unit is less than
its carrying amount, the impairment loss is allocated first to
reduce the carrying amount of any goodwill allocated to the
unit and then to the other assets of the unit pro rata based on
the carrying amount of each asset in the unit. Any impairment
loss for goodwill is recognised in the consolidated statement of
profit and loss. An impairment loss recognised for goodwill is
not reversed in subsequent periods.
f.
Revenue recognition
The Group derives its revenues primarily from sale and
implementation of its license and implementation of its
proprietary software and managed/ support services.
Revenue is recognized upon transfer of control of promised
products or services to customers in an amount that reflects
the consideration the Group expect to receive in exchange for
those products or services.
The following specific recognition criteria must also be met
before revenue is recognised:
Revenues from licensing arrangements is recognized at a point in
time on transfer of the title in user licenses, except those contracts
where transfer of title is dependent upon rendering of significant
implementation and other services by the Group, in which
case revenue is recognized over the implementation period in
accordance with the specific terms of the contracts with clients.
Revenue from implementation and customisation services
is recognised using the percentage of completion method.
Percentage of completion is determined based on completed
efforts against the total estimated efforts, which represent the
fair value of services rendered.
Revenue from managed/ support services comprise income
from fixed price contracts, time-and-material contracts and
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for the year ended March 31, 2023
annual maintenance contracts. Revenue from fixed price
contracts is recognized over the period of the contracts using
the percentage of completion method. Revenue from time and
material contracts is recognized when the services are rendered
in accordance with the terms of contracts. Revenue from annual
maintenance contracts is recognised rateably over the period of
the contracts.
Revenue from sale of hardware under reseller arrangements
is recognized when all the significant risks and rewards of
ownership of the goods have been passed to the buyer, usually
on delivery of goods to customers.
In case of multiple element arrangements for sale of software
license, related implementation and maintenance services,
the Group has applied the guidance in Ind AS 115, by applying
the revenue recognition criteria for each distinct performance
obligation. The arrangements generally meet the criteria for
considering the sale of software license, related implementation
and maintain services as distinct performance obligation. For
allocating the consideration, the Group has measured the
revenue in respect of each distinct performance obligation of
a transaction at its standalone selling price, in accordance with
principles given in Ind AS 115. The price that is regularly charged
for an item when sold separately is the best evidence of its
standalone selling price. In cases where the Group is unable to
determine the standalone selling price, the Group has used a
residual method to allocate the arrangement consideration. In
these cases the balance of the consideration, after allocating
the standalone selling price of undelivered components of a
transaction has been allocated to the delivered components for
which specific standalone selling price do not exist.
The Group collects Goods and Services tax and other taxes as
applicable in the respective tax jurisdictions where the Group
operates, on behalf of the government and therefore it is not
an economic benefit flowing to the Group. Hence it is excluded
from revenue.
Provisions for estimated losses on contracts are recorded in the
period in which such losses become probable based on the
current contract estimates. ‘Unbilled revenue’ included in other
financial assets represent revenues recognized in excess of
amounts billed to clients as at the balance sheet date. ‘Unearned
revenue’ included in other current liabilities represent billings in
excess of revenues recognized as at the balance sheet date.
Performance
obligations
and
remaining
performance
obligations
The remaining performance obligation disclosure provides the
aggregate amount of the transaction price yet to be recognized
as at the end of the reporting period and an explanation as
to when the Group expects to recognize these amounts in
revenue.
Applying the practical expedient as given in Ind AS 115, the
Group has not disclosed the remaining performance obligation
related disclosures for contracts where the revenue recognized
corresponds directly with the value to the customer of the
entity’s performance completed to date, typically those
contracts where invoicing is on time and material basis.
Remaining performance obligation estimates are subject
to change and are affected by several factors, including
terminations, changes in the scope of contracts, periodic
revalidations, adjustment for revenue that has not materialized
and adjustments for currency. Also, refer note 23.
Interest
Interest income is recognized as it accrues in the consolidated
statement of profit and loss using effective interest rate method.
g.
Property, plant and equipment
Property, plant and equipment is stated at cost, net of
accumulated depreciation and accumulated impairment losses,
if any. The cost comprises purchase price, borrowing costs
if capitalization criteria are met, directly attributable cost of
bringing the plant and equipment to its working condition for
the intended use and cost of replacing part of the plant and
equipment. When significant parts of plant and equipment are
required to be replaced at intervals, the Group depreciates them
separately based on their specific useful lives. Likewise, when
a major inspection is performed, its cost is recognised in the
carrying amount of the plant and equipment as a replacement
if the recognition criteria are satisfied. All other repair and
maintenance costs are recognised in the consolidated statement
of profit and loss, as incurred. The present value of the expected
cost for the decommissioning of an asset after its use is included
in the cost of the respective asset if the recognition criteria for a
provision are met.
Gains or losses arising from derecognition of the assets are
measured as the difference between the net disposal proceeds
and the carrying amounts of the assets and are recognized in
the consolidated statement of profit and loss when the assets
are derecognized.
h.
Intangible assets (excluding goodwill on consolidation)
Intangible assets acquired separately are measured on initial
recognition at cost. Following initial recognition, intangible
assets are carried at cost less any accumulated amortization
and accumulated impairment losses. Internally generated
intangibles, excluding capitalised development costs, are
not capitalised and the related expenditure is reflected in the
consolidated statement of profit and loss in the period in which
the expenditure is incurred.
Intangible assets with finite lives are amortized over the useful
economic life and assessed for impairment whenever there
is an indication that the intangible asset may be impaired.
The amortization period and the amortization method for an
intangible asset with a finite useful life are reviewed at least at the
end of each reporting period. Changes in the expected useful
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for the year ended March 31, 2023
life or the expected pattern of consumption of future economic
benefits embodied in the asset are considered to modify the
amortization period or method, as appropriate, and are treated
as changes in accounting estimates.
Gains or losses arising from derecognition of an intangible
asset are measured as the difference between the net disposal
proceeds and the carrying amount of the asset and are
recognised in the consolidated statement of profit and loss
when the asset is derecognised.
i.
Depreciation and amortization
Depreciation of property, plant and equipment and amortization
of intangible assets with finite useful lives is calculated on a
straight-line basis over the useful lives of the assets estimated by
the management, basis technical assessment.
The Group has used the following useful lives to provide
depreciation on plant and equipment and amortization of
intangible assets:
Assets
Useful life
Computer equipment
3 years
Furniture and fixtures
5 years
Vehicles
5 years
Leasehold improvements
5 years
Office equipment
5 years
Computer software
4 years
The residual values, useful lives and methods of depreciation
of property, plant and equipment and amortisation of intangible
assets are reviewed at each financial year end and adjusted
prospectively, if appropriate.
j.
Impairment
Impairment of Financial Assets
The Group assesses at each date of balance sheet whether a
financial asset or a group of financial assets is impaired. Ind AS
109 (‘Financial instruments’) requires expected credit losses to
be measured through a loss allowance. The Group recognises
lifetime expected losses for all contract assets and/ or all trade
receivables that do not constitute a financing transaction. For all
other financial assets, expected credit losses are measured at an
amount equal to the 12-month expected credit losses or at an
amount equal to the life time expected credit losses if the credit
risk on the financial asset has increased significantly since initial
recognition.
Impairment of non-financial assets
Non-financial assets including Property, plant and equipment,
intangible assets and right-of-use asset with finite life are
evaluated for recoverability whenever there is any indication
that their carrying amounts may not be recoverable. If any such
indication exists, the recoverable amount (i.e. higher of the fair
value less cost to sell and the value-in-use) is determined on an
individual asset basis unless the asset does not generate cash
flows that are largely independent of those from other assets. In
such cases, the recoverable amount is determined for the CGU
to which the asset belongs.
If the recoverable amount of an asset (or CGU) is estimated to be
less than its carrying amount, the carrying amount of the asset (or
CGU) is reduced to its recoverable amount. An impairment loss is
recognised in the consolidated statement of profit and loss.
For assets excluding goodwill, an assessment is made at each
reporting date to determine whether there is an indication that
previously recognised impairment losses no longer exist or have
decreased. If such indication exists, the Group estimates the
asset’s or CGU’s recoverable amount. A previously recognised
impairment loss is reversed only if there has been a change
in the assumptions used to determine the asset’s recoverable
amount since the last impairment loss was recognised. The
reversal is limited so that the carrying amount of the asset does
not exceed its recoverable amount, nor exceed the carrying
amount that would have been determined, net of depreciation,
had no impairment loss been recognised for the asset in prior
years. Such reversal is recognised in the consolidated statement
of profit and loss unless the asset is carried at a revalued amount,
in which case, the reversal is treated as a revaluation increase.
k.
Leases
The Group assesses at contract inception whether a contract
is/ contains a lease. That is, if the contract conveys the right
to control the use of an identified asset for a period of time in
exchange for consideration.
Group as a lessee:
The Group applies a single recognition and measurement
approach for all leases, except for short-term leases and leases
of low-value assets. The Group recognises lease liabilities to
make lease payments and right-of-use assets representing the
right to use the underlying assets.
i)
Right-of-use assets
The Group recognises right-of-use assets at the commencement
date of the lease (i.e., the date the underlying asset is available
for use). Right-of-use assets are measured at cost, less any
accumulated depreciation and impairment losses, and adjusted
for any remeasurement of lease liabilities. The cost of right-of-
use assets includes the amount of lease liabilities recognised,
initial direct costs incurred, and lease payments made at or
before the commencement date less any lease incentives
received. Right-of-use assets are depreciated on a straight-line
basis over the lease term.
If ownership of the leased asset transfers to the Group at the end
of the lease term or the cost reflects the exercise of a purchase
option, depreciation is calculated using the estimated useful life
of the asset.
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for the year ended March 31, 2023
The right-of-use assets are also subject to impairment. Refer
note 2(j) on impairment of non-financial assets.
ii)
Lease Liabilities
At the commencement date of the lease, the Group recognises
lease liabilities measured at the present value of lease payments
to be made over the lease term. In calculating the present value
of lease payments, the Group uses its incremental borrowing
rate at the lease commencement date because the interest
rate implicit in the lease is not readily determinable. After the
commencement date, the amount of lease liabilities is increased
to reflect the accretion of interest and reduced for the lease
payments made. In addition, the carrying amount of lease
liabilities is remeasured if there is a modification, a change in
the lease term, a change in the lease payments (e.g., changes
to future payments resulting from a change in an index or rate
used to determine such lease payments) or a change in the
assessment of an option to purchase the underlying asset.
iii)
Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption
to its short-term leased assets (i.e., those leases that have a lease
term of 12 months or less from the commencement date and
do not contain a purchase option). It also applies the lease of
low-value assets recognition exemption to leased assets that
are considered to be low value. Lease payments on short-term
leases and leases of low-value assets are recognised as expense
on a straight-line basis over the lease term.
l.
Financial instruments
A financial instrument is any contract that gives rise to a financial
asset of one entity and a financial liability or equity instrument of
another entity.
Financial assets and liabilities are recognised when the Group
becomes a party to the contract that gives rise to financial assets
and liabilities. Financial assets and liabilities are initially measured
at fair value. Transaction costs that are directly attributable to
the acquisition or issue of financial assets and financial liabilities
(other than financial assets and financial liabilities at fair value
through profit or loss) are added to or deducted from the
fair value measured on initial recognition of financial asset or
financial liability.
Cash and cash equivalents
The Group considers all highly liquid financial instruments,
which are readily convertible into known amounts of cash
that are subject to an insignificant risk of change in value and
having original maturities of three months or less from the date
of purchase, to be cash equivalents. Cash and cash equivalents
consist of balances with banks which are unrestricted for
withdrawal and usage.
Financial assets at amortized cost
Financial assets are subsequently measured at amortized
cost if these financial assets are held within a business whose
objective is to hold these assets in order to collect contractual
cash flows and the contractual terms of the financial asset give
rise on specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding.
Financial assets at fair value through other comprehensive
income
Financial assets are measured at fair value through other
comprehensive income if these financial assets are held within
a business whose objective is achieved by both collecting
contractual cash flows and selling financial assets and the
contractual terms of the financial asset give rise on specified
dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding.
Financial assets at fair value through profit or loss
Financial assets are measured at fair value through profit or
loss unless it is measured at amortized cost or at fair value
through other comprehensive income on initial recognition.
The transaction costs directly attributable to the acquisition of
financial assets at fair value through profit or loss are immediately
recognised in the consolidated statement of profit and loss.
Financial liabilities
Financial liabilities are subsequently carried at amortized cost
using the effective interest method, except for contingent
consideration recognized in a business combination which is
subsequently measured at fair value through profit or loss. For
trade and other payables maturing within one year from the
balance sheet date, the carrying amounts approximate fair value
due to the short maturity of these instruments.
Derecognition of financial assets and liabilities
The Group derecognizes a financial asset when the contractual
rights to the cash flows from the financial asset expire or
it transfers the financial asset and the transfer qualifies for
derecognition under Ind AS 109. A financial liability (or a part of a
financial liability) is derecognized when the obligation specified
in the contract is discharged or cancelled or expires. When an
existing financial asset/ liability is replaced by another from the
same lender on substantially different terms, or the terms of an
existing liability are substantially modified, such an exchange
or modification is treated as the derecognition of the original
liability and the recognition of a new liability. The difference in
the respective carrying amounts is recognised in the statement
of profit and loss.
Reclassification of financial assets
The Group determines classification of financial assets and
liabilities on initial recognition. After initial recognition, no
reclassification is made for financial assets which are equity
instruments and financial liabilities. For financial assets which
are debt instruments, a reclassification is made only if there
is a change in the business model for managing those assets.
Changes to the business model are expected to be infrequent.
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for the year ended March 31, 2023
The Group’s senior management determines change in the
business model as a result of external or internal changes
which are significant to the Group’s operations. Such changes
are evident to external parties. A change in the business model
occurs when the Group either begins or ceases to perform an
activity that is significant to its operations. If the Group reclassifies
financial assets, it applies the reclassification prospectively from
the reclassification date which is the first day of the immediately
next reporting period following the change in business model.
The Group does not restate any previously recognised gains,
losses (including impairment gains or losses) or interest.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net
amount is reported in the consolidated balance sheet if there
is a currently enforceable legal right to offset the recognised
amounts and there is an intention to settle on a net basis, to
realise the assets and settle the liabilities simultaneously.
Fair value of financial instruments
The Group measures financial instruments, such as, derivatives
at fair value at each balance sheet date.
Fair value is the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The fair value
measurement is based on the presumption that the transaction
to sell the asset or transfer the liability takes place either:
•
In the principal market for the asset or liability, or
•
In the absence of a principal market, in the most
advantageous market for the asset or liability
The principal or the most advantageous market must be
accessible by the Group.
The fair value of an asset or a liability is measured using the
assumptions that market participants would use when pricing
the asset or liability, assuming that market participants act in
their economic best interest.
In determining the fair value of its financial instruments, the
Group uses following hierarchy and assumptions that are based
on market conditions and risks existing at each reporting date.
Derivative financial instruments
Initial recognition and subsequent measurement
The Group uses derivative financial instruments, such as forward
currency contracts. Such derivative financial instruments are
initially recognised at fair value on the date on which a derivative
contract is entered into and are subsequently re-measured at
fair value. Derivatives are carried as financial assets when the
fair value is positive and as financial liabilities when the fair value
is negative. Any gains or losses arising from changes in the fair
value of derivatives are taken directly to profit or loss.
Fair value hierarchy
All assets and liabilities for which fair value is measured
or disclosed in the consolidated financial statements are
categorised within the fair value hierarchy, described as follows,
based on the lowest level input that is significant to the fair value
measurement as a whole:
Level 1 — Quoted (unadjusted) market prices in active markets
for identical assets or liabilities.
Level 2 — Valuation techniques for which the lowest level input
that is significant to the fair value measurement is directly or
indirectly observable.
Level 3 — Valuation techniques for which the lowest level input
that is significant to the fair value measurement is unobservable.
For assets and liabilities that are recognised in the consolidated
financial statements on a recurring basis, the Group determines
whether transfers have occurred between levels in the hierarchy
by re-assessing categorisation (based on the lowest level input
that is significant to the fair value measurement as a whole) at
the end of each reporting period.
m. Borrowing cost
Borrowing costs directly attributable to the acquisition,
construction or production of an asset that necessarily takes
a substantial period of time to get ready for its intended use
or sale are capitalised as part of the cost of the asset. All other
borrowing costs are expensed in the period in which they occur.
Borrowing costs consist of interest and other costs that an entity
incurs in connection with the borrowing of funds. Borrowing
cost also includes exchange differences to the extent regarded
as an adjustment to the borrowing costs.
n.
Consolidated statement of cash flows
Cash flows are reported using the indirect method, whereby
profit/ (loss) for the period is adjusted for the effects of
transactions of a non-cash nature or any deferrals or accruals of
past or future operating cash receipts or payments and item of
income or expenses associated with investing or financing cash
flows. The cash flows from operating, investing and financing
activities of the Group are segregated.
o.
Employee share based payments
The Group measures compensation cost relating to employee
stock options plans using the fair valuation method in accordance
with Ind AS 102, Share-Based Payment. Compensation expense
is amortized over the vesting period of the option on a straight
line basis. The cost of equity-settled transactions is determined
by the fair value at the date when the grant is made using an
appropriate valuation model (Black-Scholes valuation model).
That cost is recognised, together with a corresponding increase
in employee stock options reserves in other equity, over the
period in which the performance and/or service conditions are
fulfilled in employee benefits expense. The cumulative expense
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended March 31, 2023
recognised for equity-settled transactions at each reporting date
until the vesting date reflects the extent to which the vesting
period has expired and the Group’s best estimate of the number
of equity instruments that will ultimately vest.
The dilutive effect of outstanding options is reflected as
additional share dilution in the computation of diluted earnings
per share.
p.
Treasury shares
The parent Company has formed Subex Employee Welfare
and ESOP Benefit Trust (“ESOP Trust”) for providing share-based
payment to its employees. The parent Company treats ESOP
Trust as its extension and shares held by ESOP Trust are treated
as treasury shares.
Own equity instruments that are purchased (treasury shares)
are recognised at cost and deducted from equity. No gain
or loss is recognised in profit or loss on the purchase, sale,
issue or cancellation of the parent Company’s own equity
instruments. Any difference between the carrying amount and
the consideration, if reissued, is recognised in reserve. Share
options exercised during the reporting period are adjusted with
treasury shares.
q.
Employee benefits
Employee benefits include provident fund, pension fund,
gratuity and compensated absences.
Defined contribution plans
Contributions payable to recognized provident funds and
which are defined contribution schemes, are charged to the
consolidated statement of profit and loss.
Defined benefit plans
Gratuity, which is a defined benefit plan, is accrued based on
an independent actuarial valuation, which is done based on
projected unit credit method as at the balance sheet date. The
Group recognizes the net obligation of a defined benefit plan in
its balance sheet as an asset or liability. Gains and losses through
re-measurements of the net defined benefit liability/ (asset) are
recognized in other comprehensive income. In accordance with
Ind AS, re-measurement gains and losses on defined benefit
plans recognised in OCI are not to be subsequently reclassified
to the consolidated statement of profit and loss. As required
under Ind AS compliant Schedule III, the Group transfers it
immediately to ‘Surplus/ (deficit) in the statement of profit loss’.
The parameter most subject to change is the discount rate. In
determining the appropriate discount rate for plans operated
in India, the management considers the interest rates of
government bonds where remaining maturity of such bond
correspond to expected term of defined benefit obligation.
Short-term employee benefits
Short-term employee benefits expected to be paid in exchange
for the services rendered by employees are recognised during
the year when the employees render the service. Compensated
absences, which are expected to be utilised within the next
12 months, are treated as short-term employee benefits. The
Group measures the expected cost of such absences as the
additional amount that it expects to pay as a result of the unused
entitlement that has accumulated at the reporting date.
Long-term employee benefits
Compensated absences which are not expected to occur
within twelve months after the end of the period in which the
employees render the related services are treated as long-term
employee benefits for measurement purpose. Such long-term
compensated absences are provided for based on the actuarial
valuation using the projected unit credit method at the year
end, less the fair value of the plan assets out of which the
obligations are expected to be settled. Actuarial gains/ losses
are immediately taken to the consolidated statement of profit
and loss and are not deferred.
The Group presents the entire compensated absences balance
as a current liability in the consolidated balance sheet, since it
does not have an unconditional right to defer its settlement for
twelve months after the reporting date.
r.
Foreign currencies
The Group’s consolidated financial statements are presented in
INR, which is also the parent company’s functional currency.
For each entity the Group determines the functional currency
and items included in the financial statements of each entity are
measured using that functional currency.
The functional currency of the Company and its Indian
subsidiaries is Indian Rupee whereas the functional currency of
foreign subsidiaries is the currency of their countries of domicile.
Foreign currency transactions are initially recorded in the
functional currency of the Company by applying exchange rates
prevailing on the date of the transaction. For practical reasons,
the Company uses an average rate if the average approximates
the actual rate at the date of the transaction. Foreign currency
denominated monetary assets and liabilities are restated into
the functional currency using exchange rates prevailing on the
balance sheet date.
Gains and losses arising on settlement and restatement of
foreign currency denominated monetary assets and liabilities
are included in the consolidated statement of profit and loss.
Assets and liabilities of entities with functional currency other
than presentation currency have been translated to the
presentation currency using exchange rates prevailing on the
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended March 31, 2023
balance sheet date. The statement of profit and loss have
been translated using weighted average exchange rates. The
exchange differences arising on translation for consolidation
are recognised in OCI as ‘Exchange reserve on consolidation’.
On disposal of a foreign operation, the component of OCI
relating to that particular foreign operation is recognised in the
consolidated statement of profit and loss.
s.
Taxes on income
Income tax expense comprises current tax expense and the
net change in the deferred tax asset or liability during the year.
Current and deferred tax are recognised in the consolidated
statement of profit and loss, except when they relate to items
that are recognised in other comprehensive income or directly
in other equity, in which case, the current and deferred tax are
also recognised in other comprehensive income or directly in
other equity, respectively.
Current income tax
Current income tax for the current and prior periods are
measured at the amount expected to be recovered from or
paid to the taxation authorities based on the taxable income for
that period. The tax rates and tax laws used to compute the
amount are those that are enacted or substantively enacted
by the balance sheet date. Management periodically evaluates
positions taken in the tax returns with respect to situations in
which applicable tax regulations are subject to interpretation
and considers whether it is probable that a taxation authority will
accept an uncertain tax treatment. The Group shall reflect the
effect of uncertainty for each uncertain tax treatment by using
either most likely method or expected value method, depending
on which method predicts better resolution of the treatment.
Deferred income tax
Deferred income tax is recognised using the balance sheet
approach, deferred tax is recognized on temporary differences
at the balance sheet date between the tax bases of assets and
liabilities and their carrying amounts for financial reporting
purposes, except when the deferred income tax arises from
the initial recognition of goodwill or an asset or liability in a
transaction that is not a business combination and affects
neither accounting nor taxable profit or loss at the time of the
transaction.
Deferred income tax assets are recognized for all deductible
temporary differences, carry forward of unused tax credits and
unused tax losses, to the extent that it is probable that taxable
profit will be available against which the deductible temporary
differences, and the carry forward of unused tax credits and
unused tax losses can be utilized.
The carrying amount of deferred income tax assets is reviewed
at each balance sheet date and reduced to the extent that it is
no longer probable that sufficient taxable profit will be available
to allow all or part of the deferred income tax asset to be utilized.
Deferred income taxes are not provided on the undistributed
earnings of subsidiaries and branches where it is expected that
the earnings of the subsidiary or branch will not be distributed in
the foreseeable future.
Deferred income tax assets and liabilities are measured at the
tax rates that are expected to apply in the year when the asset is
realized or the liability is settled, based on tax rates (and tax laws)
that have been enacted or substantively enacted at the balance
sheet date.
Deferred tax assets include Minimum Alternative Tax (“MAT”)
paid in accordance with the tax laws in India, which is likely
to give future economic benefits in the form of availability of
set off against future income tax liability. Accordingly, MAT is
recognized as deferred tax asset in the consolidated balance
sheet when the asset can be measured reliably and it is probable
that the future economic benefit associated with the asset will
be realized. The Group reviews the “MAT credit entitlement”
asset at each reporting date and writes down the asset to the
extent that it is no longer probable that it will pay normal tax
during the specified period.
Deferred tax assets and deferred tax liabilities are offset if a
legally enforceable right exists to set off current tax assets
against current tax liabilities and the deferred taxes relate to the
same taxable entity and the same taxation authority.
t.
Provision and contingencies
A provision is recognized when an enterprise has a present
obligation (legal or constructive) as a result of past event and it
is probable that an outflow of resources will be required to settle
the obligation, in respect of which a reliable estimate can be
made of the amount of the obligation. If the effect of time value
of money is material, provision is discounted using a current pre-
tax rate that reflects, when appropriate, the risks specific to the
liability. When discounting is used, the increase in the provision
due to the passage of time is recognised as a finance cost.
Provisions for onerous contracts, i.e. contracts where the
expected unavoidable costs of meeting obligations under
a contract exceed the economic benefits expected to be
received, are recognized when it is probable that an outflow
of resources embodying economic benefits will be required
to settle a present obligation as a result of an obligating event,
based on a reliable estimate of such obligation.
A contingent liability is a possible obligation that arises from past
events whose existence will be confirmed by the occurrence
or non-occurrence of one or more uncertain future events
beyond the control of the Group or a present obligation that
is not recognized because it is not probable that an outflow of
resources will be required to settle the obligation. A contingent
liability also arises in extremely rare cases where there is a liability
that cannot be recognized because it cannot be measured
reliably. The Group does not recognize a contingent liability but
discloses its existence in the consolidated financial statements.
171
Subex Annual Report 2022-23
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended March 31, 2023
u.
Cash dividend to the equity holders of the Company
The Company recognises a liability to make cash distributions
to equity holders of the Company when the distribution is
authorised, and the distribution is no longer at the discretion
of the Company. Final dividends on shares is recorded as a
liability on the date of approval by the shareholders and interim
dividends are recorded as a liability on the date of declaration by
the Company’s Board of Directors.
v.
Earnings/ (loss) per share
Basic earnings/ (loss) per share is computed by dividing the
profit/ (loss) after tax attributable to the equity holders of the
Group by the weighted average number of equity shares
outstanding during the year. Diluted earnings per share is
computed by dividing the profit/ (loss) after tax as adjusted for
dividend, interest (net of any attributable taxes) other charges to
expense or income relating to the dilutive potential equity shares,
by the weighted average number of equity shares considered
for deriving basic earnings per share and the weighted average
number of equity shares which could have been issued on the
conversion of all dilutive potential equity shares. Potential equity
shares are deemed to be dilutive only if their conversion to equity
shares would decrease the net profit per share or increase the
net loss per share. Potential dilutive equity shares are deemed
to be converted as at the beginning of the period, unless they
have been issued at a later date. The dilutive potential equity
shares are adjusted for the proceeds receivable had the shares
been actually issued at fair value (i.e. average market value of
the outstanding shares). Dilutive potential equity shares are
determined independently for each period presented.
w.
Segment reporting
Operating segments are reported in a manner consistent with
the internal reporting provided to the chief operating decision
maker.
The Group identifies primary segments based on the dominant
source, nature of risks and returns and the internal organization
and management structure. The operating segments are the
segments for which separate financial information is available
and for which operating profit/ loss amounts are evaluated
regularly by the Executive Management in deciding how to
allocate resources and in assessing performance. The analysis
of geographical segments is based on the areas in which major
operating divisions of the Group operate.
The accounting policies adopted for segment reporting are
in line with the accounting policies of the Group. Segment
revenue, segment expenses, segment assets and segment
liabilities have been identified to the segments on the basis of
their relationship to the operating activities of the segment.
Common allocable costs are allocated to each segment
according to the relative contribution of each segment to the
total common costs. Revenue, expenses, assets and liabilities
which relate to the Group as a whole and are not allocable
to segments on a reasonable basis have been included under
‘unallocated revenue/ expenses/ assets/ liabilities’.
x.
Recent accounting pronouncements:
Ministry of Corporate Affairs (“MCA”) notifies new standard
or amendments to the existing standards under Companies
(Indian Accounting Standard) Rules as issued from time to time.
On March 31, 2023 MCA amendment the Companies (Indian
Accounting Standards) Amendment Rules, 2023, as below:
Ind AS 1 – Presentation of Financial Statements - This
amendment requires the entities to disclose their material
accounting polices rather than their significant accounting
policies. The effective date for adoption of this amendment is
annual periods beginning on or after April 1, 2023. The Group has
evaluated the amendment and the impact of the amendment is
insignificant in the Group’s financial statements.
Ind AS 8 – Accounting Policies, Changes in Accounting
Estimates and Errors - This amendment has introduced a
definition of ‘accounting estimates’ and included amendments
to Ind AS 8 to help entities distinguish changes in accounting
policies from changes in accounting estimates. The effective
date for adoption of this amendment is annual periods
beginning on or after April 1, 2023. The Group has evaluated the
amendment and there is no impact on its consolidated financial
statements.
Ind AS 12 - Income Taxes - This amendment has narrowed
the scope of the initial recognition exemption so that it does
not apply to transactions that give rise to equal and offsetting
temporary differences. The effective date for adoption of this
amendment is annual periods beginning on or after April 1,
2023. The Group has evaluated the amendment and there is no
impact on its consolidated financial statements.
172
Subex Annual Report 2022-23
3. Property, plant and equipment
(` in Lakhs)
Computer
equipment
Furniture and
fixtures
Vehicles
Leasehold
improvement
Office
equipment
Total
Cost
As at April 1, 2021
2,852
38
2
293
173
3,358
Additions
283
7
-
-
14
304
Disposals
(189)
(3)
-
-
(8)
(200)
Exchange differences
10
-
-
-
-
10
As at March 31, 2022
2,956
42
2
293
179
3,472
Additions
449
5
24
69
7
554
Disposals
-
-
(2)
-
-
(2)
Exchange differences
24
-
-
-
-
24
As at March 31, 2023
3,429
47
24
362
186
4,048
Depreciation
As at April 1, 2021
2,028
36
2
10
105
2,181
Charge for the year
448
2
-
59
21
530
Disposals
(189)
(3)
-
-
(8)
(200)
Exchange differences
2
-
-
-
-
2
As at March 31, 2022
2,289
35
2
69
118
2,513
Charge for the year
476
2
-
67
21
566
Disposals
-
-
(2)
-
-
(2)
Exchange differences
4
-
-
-
-
4
As at March 31, 2023
2,769
37
-
136
139
3,081
Net block
As at March 31, 2022
667
7
-
224
61
959
As at March 31, 2023
660
10
24
226
47
967
4. Intangible assets
(` in Lakhs)
Computer software
Total
Cost
As at April 1, 2021
102
102
Additions
15
15
Disposals
(10)
(10)
Exchange differences
-
-
As at March 31, 2022
107
107
Additions
-
-
Disposals
-
-
Exchange differences
-
-
As at March 31, 2023
107
107
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended March 31, 2023
173
Subex Annual Report 2022-23
Computer software
Total
Amortization
As at April 1, 2021
102
102
Amortization for the year
1
1
Disposals
(10)
(10)
Exchange differences
-
-
As at March 31, 2022
93
93
Amortization for the year
3
3
Disposals
-
-
Exchange differences
-
-
As at March 31, 2023
96
96
Net block
As at March 31, 2022
14
14
As at March 31, 2023
11
11
5. Goodwill on consolidation
(` in Lakhs)
As at
March 31, 2023
As at
March 31, 2022
Carrying value as per last financial statement
34,409
34,409
Less: Impairment of goodwill
-
-
34,409
34,409
Below is the Cash Generating Unit (‘CGU’) wise break-up of goodwill:
(` in Lakhs)
As at
March 31, 2023
As at
March 31, 2022
Revenue Management Solutions ('RMS')
33,444
33,444
Data Integrity Management ('DIM')
965
965
34,409
34,409
Goodwill impairment testing
During the year ended March 31, 2020, considering the challenges and significant investment requirements of telecom operators which
has resulted in longer opportunity conversion cycle and lower spends towards IT solutions, the management had carried out the annual
impairment exercise as at December 31, 2019 in respect of carrying value of goodwill. Based on the above assessment and valuation carried
out by an external valuation expert, there has been impairment of goodwill amounting to ` 28,712 Lakhs in relation to RMS CGU and ` 2,761
Lakhs in relation to DIM CGU towards carrying value of goodwill as on March 31, 2020. As at March 31, 2023, the management has carried out
the annual impairment exercise in respect of carrying value of goodwill and basis valuation carried out by an external expert and concluded
that carrying value of investment in subsidiaries is appropriate considering future projections, various new initiatives, contracted backlog and
current pipeline maturity.
The recoverable amount of a CGU is determined based on value-in-use calculations which require the use of assumptions. The calculations
use cash flow projections based on financial budgets approved by the Board of Directors. An average of the range of each assumption used
is mentioned below:
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended March 31, 2023
4. Intangible assets (contd.)
(` in Lakhs)
174
Subex Annual Report 2022-23
5. Goodwill on consolidation (contd.)
As at
March 31, 2023
As at
March 31, 2022
Growth rate
3% to 28%
3% to 8%
Operating margins
14% to 51%
9% to 18%
Discount rate
14.55% to 15.05%
13% to 16%
The above discount rate is based on the Weighted Average Cost of Capital (WACC) which represents the weighted average return attributable
to all the assets of the CGU. These estimates are likely to differ from future actual results of operations and cash flows. Management believes
that any reasonable possible changes in the key assumptions would not cause the carrying amount to exceed the recoverable amount of the
cash generating unit.
6. Loans
Carried at amortized cost
(` in Lakhs)
As at
March 31, 2023
As at
March 31, 2022
Current
Unsecured, considered good
Loans to employees
134
161
Total
134
161
7. Investments
(` in Lakhs)
As at
March 31, 2023
As at
March 31, 2022
Non current Investments
Investment carried at fair value through other comprehensive Income
Investment in Privasapien Technologies Private Limited
165
-
[33,352 compulsory convertible preference shares of ` 2 each, fully paid (March 31, 2022 : Nil)]
165
-
Current Investments
Quoted
Investment carried at fair value through profit or loss
Investment in mutual funds
1,222
1,165
1,222
1,165
Nos
(` in Lakhs)
Particulars
As at
March 31, 2023
As at
March 31, 2022
As at
March 31, 2023
As at
March 31, 2022
SBI Savings Fund Direct-Growth
8,18,381
-
308
-
SBI Overnight Fund Direct Growth
4,000
-
146
-
State bank of india
-
13,640
-
455
Axis bank mutual fund
-
6,514
-
153
SBI Liquid Fund Direct Growth
4,260
-
150
-
Nippon india liquid fund-Direct growth
5,705
10,701
314
557
Nippon india money market fund-Direct growth
8,566
-
304
-
8,40,912
30,855
1,222
1,165
Aggregate cost of quoted investments
1,195
1,150
Aggregate market value of quoted investments
1,222
1,165
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended March 31, 2023
175
Subex Annual Report 2022-23
8. Trade receivables
Unsecured, carried at amortized cost
(` in Lakhs)
As at
March 31, 2023
As at
March 31, 2022
Unsecured, considered good
9,037
9,681
Unsecured, credit impaired
3,897
1,834
Total (a)
12,934
11,515
Impairment allowance (allowance for expected credit loss)
Trade receivable, credit impaired
(3,897)
(1,834)
Total (b)
(3,897)
(1,834)
Net Trade Receivables (a+b)
9,037
9,681
Trade receivables ageing schedule:
As at March 31, 2023
(` in Lakhs)
Particulars
Unbilled
Current
but not
due
Outstanding for following periods from due date of payment
Total
Less than
6 Months
6 months
– 1 year
1-2 years
2-3 years
More than
3 years
Undisputed Trade Receivables – considered good
1,299
4,471
2,190
907
40
130
-
9,037
Undisputed Trade Receivables – which have
significant increase in credit risk
-
-
-
-
-
-
-
-
Undisputed Trade receivable – credit impaired
-
-
27
531
1,621
573
179
2,931
Disputed Trade receivables - considered good
-
-
-
-
-
-
-
-
Disputed Trade receivables – which have
significant increase in credit risk
-
-
-
-
-
-
-
-
Disputed Trade receivables – credit impaired
-
-
-
-
-
71
895
966
Total
1,299
4,471
2,217
1,438
1,661
774
1,074
12,934
Less: Impairment allowance (allowance for
expected credit loss)
(3,897)
Net Trade Receivables
9,037
As at March 31, 2022
(` in Lakhs)
Particulars
Unbilled
Current
but not
due
Outstanding for following periods from due date of payment
Total
Less than
6 Months
6 months
– 1 year
1-2 years
2-3 years
More than
3 years
Undisputed Trade Receivables – considered good
1,076
3,902
3,105
1,482
116
-
-
9,681
Undisputed Trade Receivables – which have
significant increase in credit risk
-
-
-
-
-
-
-
-
Undisputed Trade receivable – credit impaired
-
-
-
54
567
27
388
1,036
Disputed Trade receivables - considered good
-
-
-
-
-
-
-
-
Disputed Trade receivables – which have
significant increase in credit risk
-
-
-
-
-
-
-
-
Disputed Trade receivables – credit impaired
-
-
-
-
17
78
703
798
Total
1,076
3,902
3,105
1,536
700
105
1,091
11,515
Less: Impairment allowance (allowance for
expected credit loss)
(1,834)
Net Trade Receivables
9,681
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended March 31, 2023
176
Subex Annual Report 2022-23
During the year ended March 31, 2023, ` 4,588 Lakhs of unbilled revenue as of April 1, 2022 has been converted to trade receivables on billing.
(During the previous year ended March 31, 2022, ` 3,854 Lakhs of unbilled revenue as of April 1, 2021 has been converted to trade receivables).
Also, refer note 11.
No trade or other receivable are due from directors or other officers of the company either severally or jointly with any other person. Further,
there are no trade or other receivables which are due from firms or private companies in which any director is a partner, a director or a member.
Trade receivables are non-interest bearing and are generally on terms of 30 to 180 days.
9. Cash and cash equivalents
(` in Lakhs)
As at
March 31, 2023
As at
March 31, 2022
Balance with banks
In current accounts
3,800
5,394
In EEFC accounts
33
165
Deposits with original maturity less than 3 months
1,405
2,980
A
5,238
8,539
Bank balances other than cash and cash equivalents
Earmarked balances with banks being unpaid dividend accounts
28
28
Deposits with original maturity more than 3 months less than 12 months
5,524
2,124
Margin money deposits with original maturity more than 3 months less than 12 months
125
176
5,677
2,328
Less: Disclosed under Other balances with banks (Current) (refer note 10)
(5,677)
(2,328)
B
-
-
(A+B)
5,238
8,539
For the purpose of the consolidated statement of cash flows, cash and cash equivalents comprise the total of current portion of cash and cash equivalents as
above.
10. Other balances with banks
(` in Lakhs)
As at
March 31, 2023
As at
March 31, 2022
Current
Other bank balances (refer note 9)
Earmarked balances with banks being unpaid dividend accounts*
28
28
Deposits with original maturity more than 3 months less than 12 months
5,524
2,124
Margin money deposits with original maturity more than 3 months less than 12 months
125
176
5,677
2,328
*These balances are not available for use by the Company as they represent corresponding unclaimed dividend liabilities.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended March 31, 2023
177
Subex Annual Report 2022-23
11. Other financial assets
Unsecured, considered good
Carried at amortized cost
(` in Lakhs)
As at
March 31, 2023
As at
March 31, 2022
Non-current
Security deposits
697
317
Margin money deposits with remaining maturity more than 12 months
121
130
818
447
Current
Carried at amortized cost
Unbilled revenue*
3,790
6,780
Interest accrued but not due on bank deposits
69
34
Margin money deposits with remaining maturity less than 12 months
186
181
Carried at fair value through profit or loss
Foreign currency forward contract
6
8
4,051
7,003
*Also, refer note 8
12. Income tax assets (net)
(` in Lakhs)
As at
March 31, 2023
As at
March 31, 2022
Non-current
Advance income-tax [net of provision for taxation ` 2,916 Lakhs (March 31, 2022: ` 2,109 Lakhs)]
3,793
4,947
3,793
4,947
13. Deferred tax assets (net) *
(` in Lakhs)
As at
March 31, 2023
As at
March 31, 2022
Non-current
Minimum alternative tax ('MAT') credit entitlement
561
566
Less: Provision for MAT credit**
(425)
(425)
A
136
141
Deferred tax assets (net)
Depreciation and amortization expense: Difference between
tax depreciation and depreciation and amortization expense
5
7
Deferred tax asset recognised on carry forward losses^
702
-
B
707
7
(A+B)
843
148
* Also refer note 21 and note 22.
**Represents MAT credit entitlement of ` 425 Lakhs (March 31, 2022: ` 425 Lakhs) been provided for considering the uncertainty as regards to its utilisation.
^ Consequent to restructuring mentioned in note 1(c), the management of Subex Limited recognised deferred tax asset of ` 702 Lakhs, being reasonably certain
that sufficient future taxable profits would be available in Subex Limited. As at year end, Subex Limited has reassessed availability of future taxable profits and is
confident of utilisation of aforesaid deferred tax asset. In respect of remaining unused tax losses, Subex Limited would reassess and recognise when it’s probable
that taxable profits would be available against which such tax losses can be recognised.
In respect of certain group entities, deferred tax asset has not been recognized in absence of reasonable certainty that future taxable profit will be available for
utilisation against carry forward losses.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended March 31, 2023
178
Subex Annual Report 2022-23
14. Other assets
(` in Lakhs)
As at
March 31, 2023
As at
March 31, 2022
Non-current
Prepaid expenses
49
42
Balance with statutory/ government authorities*
267
267
Less: Provision for service tax receivable
(267)
(267)
49
42
Current
Balance with statutory/ government authorities
140
68
Advance recoverable in cash or kind
Prepaid expenses
580
593
Advance to suppliers
66
87
Expenses incurred on behalf of customers
4
31
790
779
*Balances represents service tax inadvertently paid by the Company during the financial years 2004 to 2008, under reverse charge mechanism, for which refund
application has been filed with the service tax department and the same was under dispute. The Company carries a provision of ` 267 Lakhs considering the
uncertainty as regards to its realisation.
15. Equity share capital
No.
` in Lakhs
Authorised share capital
Equity shares of ` 5 each
As at April 1, 2021
1,17,60,80,000
58,804
Increase during the year
-
-
As at March 31, 2022
1,17,60,80,000
58,804
Increase during the year
-
-
As at March 31, 2023
1,17,60,80,000
58,804
Preference shares of ` 98 each
As at April 1, 2021
2,00,000
196
Increase during the year
-
-
As at March 31, 2022
2,00,000
196
Increase during the year
-
-
As at March 31, 2023
2,00,000
196
Issued, subscribed and fully paid-up share capital
Equity shares of ` 5 each^
As at April 1, 2021
56,20,02,935
28,100
Issued during the year
-
-
As at March 31, 2022
56,20,02,935
28,100
Issued during the year
-
-
As at March 31, 2023
56,20,02,935
28,100
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended March 31, 2023
179
Subex Annual Report 2022-23
15. Share capital (contd.)
^ includes Nil (March 31, 2022: 243,207) shares in respect of which Global Depository Receipts of the Company are listed on London Stock Exchange. The Global
depository receipt program was terminated in light of the low trading volume and the Financial Conducting Authority removed the securities from official list w.e.f.
September 26, 2022.
a) Terms/ rights attached to equity shares
The Company has only one class of equity shares having par value of ` 5 per share w.e.f September 29, 2020 and ` 10 per share upto
September 28, 2020. Each holder of equity shares is entitled to one vote per share and such amount of dividend per share as declared by
the Company. The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to
the approval of the shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive remaining assets of the Company,
after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
b) As at March, 31, 2023 and as at March 31, 2022, there is no individual shareholder or shareholder (together with ‘Person acting in concert’)
holding more than 5% shares of the Company.
c) Shares reserved for issue under options (No.)
As at
March 31, 2023
As at
March 31, 2022
Outstanding employee stock options under below schemes, granted/ available for grant (refer note 34):
ESOP - V
1,11,10,800
1,25,33,720
1,11,10,800
1,25,33,720
d) Number of treasury shares outstanding
As at
March 31, 2023
As at
March 31, 2022
Balance as per last financial statements
1,25,33,720
1,98,71,500
Add: (Lapsed)/ Additions during the year
-
Less: Exercise during the year
(14,22,920)
(73,37,780)
Closing balance
1,11,10,800
1,25,33,720
e)
The Promoters, as defined by Companies Act 2013, do not hold any shares in the Company.
16. Other equity
(` in Lakhs)
As at
March 31, 2023
As at
March 31, 2022
Securities premium
Balance as at April 01, 2022
16,558
16,444
Add: On account of exercise of share options
26
114
Closing balance
16,584
16,558
General reserve
Balance as at April 01, 2022
1,787
1,783
Add: On account of vested options lapsed during the year
33
4
Closing balance
1,820
1,787
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended March 31, 2023
180
Subex Annual Report 2022-23
As at
March 31, 2023
As at
March 31, 2022
Employee stock options reserve
Balance as at April 01, 2022
267
232
Add: Share based expenses
232
137
Less: On account of exercise of share options
(22)
(98)
Less: On account of vested options lapsed during the year
(33)
(4)
Closing balance
444
267
Surplus/ (deficit) in the statement of profit and loss
Balance as at April 01, 2022
21,655
20,987
Add: Profit for the year
(5,121)
2,099
Less: OCI - Re-measurement losses on defined benefit obligations
39
(64)
Less: Dividends [refer 16(a)]
-
(1,367)
Closing balance
16,573
21,655
Exchange reserve on consolidation
Balance as at April 01, 2022
(11,303)
(11,570)
Add: Effect of foreign exchange rate variations during the year
581
267
Closing balance
(10,722)
(11,303)
Treasury Shares
Balance as at April 01, 2022
(697)
(1,121)
Add: On account of exercise of share options
82
424
Closing Balance
(615)
(697)
(` in Lakhs)
As at
March 31, 2023
As at
March 31, 2022
Summary of other equity:
Securities premium
16,584
16,558
Securities premium is used to record the premium on issue of shares The reserve shall be utilised in accordance
with the provisions of section 52 of the Companies Act, 2013.
General reserve
1,820
1,787
This represents appropriation of profit by the Company. Also, the amounts recorded in share options outstanding
account are transferred to general reserve on account of lapse of vested stock options.
Employee stock options reserve
444
267
The employee stock option reserve is used to record the value of equity-settled share based payment
transactions with employees. The amounts recorded in this account are transferred to reserves upon exercise
of stock options by employees.
Surplus in the consolidated statement of profit and loss
16,573
21,655
This represents surplus arising from operations of the Group.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended March 31, 2023
16. Other equity (contd.)
(` in Lakhs)
181
Subex Annual Report 2022-23
As at
March 31, 2023
As at
March 31, 2022
Exchange reserve on consolidation
(10,722)
(11,303)
The exchange differences arising on translation of financial statements of foreign operations with functional
currency other than Indian rupees is recognised in other comprehensive income and is presented within equity
in the foreign currency translation reserve.
Treasury Shares
(615)
(697)
This represents own equity shares that are acquired from open market for issuance to employees under ESOP
scheme.
Total other equity
24,084
28,267
16(a) Distributions made and proposed
During the year ended March 31, 2023, no dividend was declared by the Company for the financial year 2022-2023.
During the year ended March 31, 2022, the Company has paid a final dividend of ` 0.25/-(5%) per equity share on face value of ` 5/- each for
the financial year 2020-2021.
17. Trade payables
Carried at amortized cost
(` in Lakhs)
As at
March 31, 2023
As at
March 31, 2022
Current
Trade payables
- total outstanding dues of micro enterprises and small enterprises*
165
276
- total outstanding dues of creditors other than micro enterprises and small enterprises
1,097
1,396
1,262
1,672
*Payable to micro enterprises and small enterprises
(` in Lakhs)
Description
As at
March 31, 2023
As at
March 31, 2022
a)
the principal amount remaining unpaid to any supplier as at the end of accounting year;
165
276
b)
interest due thereon remaining unpaid to any supplier as at the end of accounting year;
-
-
c)
the amount of interest paid by the buyer in terms of section 16 of the Micro, Small and Medium Enterprises
Development Act, 2006, along with the amount of the payment made to the supplier beyond the
appointed day during each accounting year;
-
-
d)
the amount of interest due and payable for the period of delay in making payment (which have been paid
but beyond the appointed day during the year) but without adding the interest specified under the Micro,
Small and Medium Enterprises Development Act, 2006;
-
-
e)
the amount of interest accrued and remaining unpaid at the end of each accounting year; and
-
-
f)
the amount of further interest remaining due and payable even in the succeeding years, until such date
when the interest dues above are actually paid to the small enterprise, for the purpose of disallowance
of a deductible expenditure under section 23 of the Micro, Small and Medium Enterprises Development
Act, 2006.
-
-
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended March 31, 2023
16. Other equity (contd.)
(` in Lakhs)
182
Subex Annual Report 2022-23
17. Trade payables (contd.)
Trade payable ageing schedule
As at March 31, 2023
(` in Lakhs)
Particulars
Unbilled
Not due
Outstanding for following periods from due
date of payment
Total
<1 year
1-2 years
2-3 years
More than
3 years
Total outstanding dues of micro enterprises and small enterprises
-
117
48
-
-
-
165
Total outstanding dues of creditors other than micro enterprises and
small enterprises
721
213
163
-
-
-
1,097
Disputed dues - micro enterprises and small enterprises
-
-
-
-
-
-
-
Disputed dues - Total outstanding dues of creditors other than micro
enterprises and small enterprises
-
-
-
-
-
-
-
Total
721
330
211
-
-
-
1,262
As at March 31, 2022
(` in Lakhs)
Particulars
Unbilled
Not due
Outstanding for following periods from due
date of payment
Total
<1 year
1-2 years
2-3 years
More than
3 years
Total outstanding dues of micro enterprises and small enterprises
-
148
128
-
-
-
276
Total outstanding dues of creditors other than micro enterprises and
small enterprises
306
1,003
87
-
-
-
1,396
Disputed dues - micro enterprises and small enterprises
-
-
-
-
-
-
-
Disputed dues - Total outstanding dues of creditors other than micro
enterprises and small enterprises
-
-
-
-
-
-
-
Total
306
1,151
215
-
-
-
1,672
Terms and conditions of the above financial liabilities:
- Trade payables are non-interest bearing and are normally settled on 30 - 45 days terms.
- For explanations on the Group’s liquidity risk management, refer note 39.
18. Other financial liabilities
Carried at amortized cost
(` in Lakhs)
As at
March 31, 2023
As at
March 31, 2022
Current
Employee related liabilities
1,804
1,459
Capital creditors
71
4
Unpaid Dividend
28
28
1,903
1,491
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended March 31, 2023
183
Subex Annual Report 2022-23
19. Other current liabilities
(` in Lakhs)
As at
March 31, 2023
As at
March 31, 2022
Unearned revenue
2,307
1,803
Statutory dues
840
703
3,147
2,506
20. Provisions
(` in Lakhs)
As at
March 31, 2023
As at
March 31, 2022
Non-current
Provisions for employee benefits
Gratuity [refer note 35(b)]
222
304
222
304
Current
Provisions for employee benefits
Gratuity [refer note 35(b)]
127
134
Leave benefits
536
696
663
830
21. Deferred tax liabilities (net)*
(` in Lakhs)
As at
March 31, 2023
As at
March 31, 2022
Non-current
Deferred tax liabilities
Tax impact of depreciation arising from intangible assets pursuant to restructuring
8,770
8,088
A
8,770
8,088
Deferred tax assets
Depreciation and amortization expense: Tax impact of difference between tax depreciation and
depreciation and amortization expense
-
12
Provision for employee benefits and others
1,866
1,334
B
1,866
1,346
(A-B)
6,904
6,742
*Also, refer note 22.
22. Income tax liabilities (net)
(` in Lakhs)
As at
March 31, 2023
As at
March 31, 2022
Provision for tax
-
84
Provision for foreign taxes
576
382
Provision for litigation*
162
162
738
628
*Provision for litigation consists of matters which are sub-judice. There is no movement in the provision during the current and previous year, refer note 33(i) for
further details.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended March 31, 2023
184
Subex Annual Report 2022-23
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended March 31, 2023
22. Income tax liabilities (net) (contd.)
Income tax expense in the consolidated statement of profit and loss consist of the following:
(` in Lakhs)
As at
March 31, 2023
As at
March 31, 2022
Tax expense:
Current tax charge
89
251
Provision - foreign income taxes [Refer note I]
1,660
593
Deferred tax (credit)/charge (net) [Refer note II]
(534)
426
Total tax expense
1,215
1,270
Reconciliation of tax to the amount computed by applying the statutory income tax rate to the income before tax is summarized below:
(` in Lakhs)
Year ended
March 31, 2023
Year ended
March 31, 2022
Profit/ (loss) before tax expense
(3,906)
3,369
Applicable tax rates in India
34.94%
34.94%
Computed tax charge (A)
(1,365)
1,177
Components of tax expense:
Provision for foreign withholding taxes (net) [Refer note I]
1,660
593
Tax effect of differential overseas tax rates
(92)
(465)
Deferred tax asset recognised on carry forward losses [Refer note II]
(702)
-
Deferred tax asset not recognised on income tax losses/timing differences [Refer note II]
1,759
-
Others
(45)
(35)
Total adjustments (B)
2,580
93
Total tax expense (A+B)
1,215
1,270
Deferred tax relates to the following:
(` in Lakhs)
Particulars
Consolidated Balance Sheet
Consolidated Statement of profit and loss
As at
March 31, 2023
As at
March 31, 2022
Year ended
March 31, 2023
Year ended
March 31, 2022
Depreciation and amortization expense: Tax impact of
difference between tax depreciation and depreciation and
amortization expense
(5)
(16)
11
4
Tax impact of depreciation arising from intangible assets
pursuant to restructuring
8,770
8,088
682
1,030
Deferred tax asset on carry forward losses available for
offsetting against future taxable profits [Refer note II]
(702)
-
(702)
-
Provision for employee benefits and others
(1,866)
(1,337)
(529)
(463)
Minimum alternative tax ('MAT') credit entitlement
(136)
(141)
5
(148)
Exchange differences
-
-
(1)
3
Total
6,061
6,594
(534)
426
Notes:
I) Represents reversal/provision in respect of foreign withholding taxes deducted/ deductible by the overseas customers of the Group. Considering non utilisation
of foreign withholding taxes due to tax losses incurred by the group in the current year, no credit has been availed for such taxes. Accordingly, provision of ` 1,559
Lakhs has been created during the year ended March 31, 2023. Also includes ` 101 Lakhs on account of taxes paid in Kuwait on completion of assessments for
the period FY 2011 to FY 2017.
II) Consequent to restructuring mentioned in note 1(c), the management of Subex Limited recognised deferred tax asset of ` 702 Lakhs, being reasonably certain
that sufficient future taxable profits would be available in Subex Limited. As at year end, Subex Limited has reassessed availability of future taxable profits and is
confident of utilisation of aforesaid deferred tax asset. In respect of remaining unused tax losses, Subex Limited would reassess and recognise when it’s probable
that taxable profits would be available against which such tax losses can be recognised.
185
Subex Annual Report 2022-23
23. Revenue from operations*
(` in Lakhs)
Year ended
March 31, 2023
Year ended
March 31, 2022
Sale of products
1,047
1,873
Sale of services
26,822
31,361
Other operating income
-
110
27,869
33,344
Disaggregation of revenue:
Revenue by offering
Sale of products
Sale of license
1,047
1,873
Sale of services
Implementation and customisation
7,362
10,099
Managed services
8,862
10,261
Support services
10,598
10,904
Sale of hardware
-
97
27,869
33,234
Revenue by contract type
License transferred at point in time
1,047
1,873
Fixed price contract over a period of time
7,362
10,099
Time and material contract over a period of time
19,460
21,262
27,869
33,234
*During the year ended March 31, 2023, the Group recognized revenue of ` 3,170 Lakhs arising from opening unearned revenue, gross of trade receivables of
` 4,588 Lakhs, as of April 01, 2022 (March 31, 2022: ` 3,420 Lakhs arising from opening unearned revenue, gross of trade receivables of ` 4,302 Lakhs, as of April
01, 2021).
Refer note 31 for disaggregation of revenue by geographical segment.
Remaining performance obligations
The aggregate value of performance obligations that are completely or partially unsatisfied as at March 31, 2023, other than those contracts
wherein invoicing is on time and material basis is ` 5,807 Lakhs (March 31, 2022 : ` 10,481 Lakhs). Out of the total remaining performance
obligation other than contracts where invoicing is on time and material basis, the Group expects to recognize revenue of around 75% within
the next one year and the remaining thereafter. This includes contracts that can be terminated for convenience without a substantive penalty
since, based on current assessment, the occurrence of the same is expected to be remote.
24. Other income
(` in Lakhs)
Year ended
March 31, 2023
Year ended
March 31, 2022
Income from government incentive schemes (refer note 42)
-
706
Interest income on:
Security deposits
25
12
Bank deposits
225
254
Others
56
-
Gain on termination of lease
55
-
Insurance claim
79
-
Income from investment in mutual fund
62
22
Net gain on disposal of property, plant and equipment
4
-
Other non-operating income
310
43
816
1,037
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended March 31, 2023
186
Subex Annual Report 2022-23
25. Employee benefits expense
(` in Lakhs)
Year ended
March 31, 2023
Year ended
March 31, 2022
Salaries and wages*
17,977
19,340
Contribution to provident and other funds (refer note 35)
1,200
1,314
Employee share based payments (refer note 34)
231
137
Gratuity expense [refer note 35 (b)]
109
126
Staff welfare expenses
552
532
20,069
21,449
* Net of reversal of provision no longer required, in respect of employee incentives amounting to ` 344 Lakhs (March 31, 2022: ` 786 Lakhs).
26. Finance cost
(` in Lakhs)
Year ended
March 31, 2023
Year ended
March 31, 2022
Interest
Interest expense on lease liability
220
124
Other borrowings
-
1
Finance cost on Actuarial valuation
35
15
Interest others
3
54
258
194
27. Depreciation and amortization expense
(` in Lakhs)
Year ended
March 31, 2023
Year ended
March 31, 2022
Depreciation of property, plant and equipment
566
530
Depreciation on right-of-use assets
830
457
Amortization of intangible assets
3
1
1,399
988
28. Other expenses
(` in Lakhs)
Year ended
March 31, 2023
Year ended
March 31, 2022
Cost of hardware, software and support charges
261
356
Sub-contract charges
2,261
2,491
Rent
758
639
Power and fuel
155
112
Repairs and maintenance
Building
140
126
Others
1,246
812
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended March 31, 2023
187
Subex Annual Report 2022-23
Year ended
March 31, 2023
Year ended
March 31, 2022
Insurance
165
114
Communication costs
166
221
Printing and stationery
11
19
Traveling and conveyance
1,483
564
Rates and taxes
299
278
Advertisement and business promotion
468
428
Consultancy charges
1,254
1,214
Payments to auditors
152
156
Sales commission
11
249
Commission to directors
36
36
Allowance for expected credit loss and bad debt written-off (net of reversal)
1,991
536
Exchange fluctuation (gain)/loss (net)
(155)
(133)
Directors' sitting fees (refer note 32)
65
60
Donation
6
5
Bank Charges
77
77
Miscellaneous expenses
15
21
10,865
8,381
28(i) Payments to auditors (excluding goods and services tax):
(` in Lakhs)
Year ended
March 31, 2023
Year ended
March 31, 2022
(a)
Statutory auditors
As auditor
Audit fee
71
84
Tax audit fee
-
3
In other capacity
Other services (certification services)
5
6
Reimbursement of expenses
4
3
80
96
(b)
Other auditors for the subsidiaries
As auditor
Audit fee
64
59
In other capacity
Reimbursement of expenses
-
1
64
60
144
156
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended March 31, 2023
28. Other expenses (contd.)
(` in Lakhs)
188
Subex Annual Report 2022-23
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended March 31, 2023
29. Leases
The company has lease contracts for buildings. The leases for buildings generally have lease terms in between 1 to 5 years.
During the year ended March 31, 2023, part of the premises in Subex Assurance LLP (Subsidiary) has been transfered to Subex Limited under
restructuring. Consequently, on account of the termination of lease agreement and in accordance with Ind AS 116 – ‘Lease’, the group had
written-off the amortized value of existing right-of-use asset of ` 952 Lakhs and Lease liability of ` 1,007 Lakhs determined till the completion
of notice period and vacation of existing premises, and has recognized a net gain of ` 55 Lakhs as other income.
On account of entering into the new lease agreement, the group recognised a right-of-use asset of ` 3,526 Lakhs and lease liability of ` 3,380
Lakhs. The average incremental borrowing rate in range 5.80% to 8.35% has been applied to lease liabilities recognised in the balance sheet
at the date of commencement of the leases.
During the year ended March 31, 2022, one of the subsidiary namely Subex Inc. has decided to shift its earlier registered office to a new
premises in United States of America. Consequently, on account of the termination of lease agreement and in accordance with Ind AS 116 –
‘Lease’, the group had written-off the amortized value of existing right-of-use asset of ` 136 Lakhs and Lease liability of ` 148 Lakhs determined
till the completion of notice period and vacation of existing premises, and has recognized a net gain of ` 12 Lakhs as other income.
On application of Ind AS 116, the nature of expenses has changed from lease rent in previous periods to depreciation cost for the right-to-use
asset, and finance cost for interest accrued on lease liability.
The details of the right-of-use asset held by the Group is as follows:
(` in Lakhs)
Buildings
Total
Gross Carrying Value
As at April 1, 2021
2,326
2,326
Disposals during the year on termination of lease agreement
(225)
(225)
Exchange differences
26
26
As at March 31, 2022
2,127
2,127
Additions during the year
3,526
3,526
Disposals during the year on termination /modification of lease agreement
(1,312)
(1,312)
Exchange differences
28
28
As at March 31, 2023
4,369
4,369
Accumulated Depreciation
As at April 1, 2021
364
364
Charge for the year
457
457
Disposals during the year on termination of lease agreement
(89)
(89)
Exchange differences
9
9
As at March 31, 2022
741
741
Charge for the year
830
830
Disposals during the year on termination of lease agreement
(360)
(360)
As at March 31, 2023
1,211
1,211
Net block
As at March 31, 2022
1,386
1,386
As at March 31, 2023
3,158
3,158
During the year ended March 31, 2023, the Group has incurred ` 758 Lakhs (March 31, 2022 : 639 Lakhs) towards expenses relating to short-term leases and leases
of low-value assets.
189
Subex Annual Report 2022-23
29. Leases (contd.)
Set out below are the carrying amounts of lease liabilities and the movements during the period:
(` in Lakhs)
Year ended
March 31, 2023
Year ended
March 31, 2022
Opening
1,468
1,995
Additions
3,380
-
Interest on lease liabilities
220
124
Payments
(752)
(513)
On account of lease modification
(1,007)
(148)
Exchange difference
30
10
Closing
3,339
1,468
Current
864
470
Non-current
2,475
998
The table below provides details regarding the contractual maturities of lease liabilities as at March 31, 2023 and March 31, 2022 on an
undiscounted basis:
(` in Lakhs)
Year ended
March 31, 2023
Year ended
March 31, 2022
Less than one year
1,080
469
One to five years
2,720
1,194
More than five years
-
-
Total
3,800
1,663
The following are the amounts recognised in statement of profit and loss:
(` in Lakhs)
Year ended
March 31, 2023
Year ended
March 31, 2022
Depreciation expense of right-of-use assets
830
457
Interest expense on lease liabilities
220
124
Expense relating to short-term leases (included in other expenses)
758
639
Gain on termination of lease agreement
(55)
(12)
Total amount recognised in statement of profit and loss
1,753
1,208
During the year ended March 31, 2023, the Group had total cash outflows for leases of ` 752 Lakhs (March 31, 2022: ` 513 Lakhs). During the year ended the Group
also had non-cash additions to right-of-use assets of ` 3,526 (March 31, 2022: Nil) and lease liabilities of ` 3,380 (March 31,2022: Nil). There are no future cash
outflows relating to leases that have not yet commenced.
Cash and non-cash changes in liabilities arising from financing activities:
(` in Lakhs)
As at
April 1, 2022
Cash flow
Non-cash changes
As at
March 31, 2023
Other
movements*
Foreign exchange
movement
Lease Liabilities
1,468
(752)
2,593
30
3,339
Total
1,468
(752)
2,593
30
3,339
* Other movements to :
(a) Lease liabilities includes interest on lease liabilities , addition and deletion in lease liability on account of lease modification.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended March 31, 2023
190
Subex Annual Report 2022-23
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended March 31, 2023
29. Leases (contd.)
(` in Lakhs)
As at
April 1, 2021
Cash flow
Non-cash changes
As at
March 31, 2022
Other
movements**
Foreign exchange
movement
Borrowings
584
-
(578)
(6)
-
Lease Liabilities
1,995
(513)
(24)
10
1,468
Total
2,579
(513)
(602)
4
1,468
** Other movements to :
(a) Borrowings represents waiver of borrowings (PPP Loan).
(b) Lease liabilities includes interest on lease liabilities and deletion in lease liability on account of lease modification.
30. Earnings/ (loss) per share
Basic earnings/ (loss) per share (EPS) amounts are calculated by dividing the profit/ (loss) for the year attributable to equity holders of the
company by the weighted average number of equity shares outstanding during the year.
Diluted EPS amounts are calculated by dividing the profit/ (loss) attributable to equity holders of the Parent Company by the weighted average
number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on conversion
of all the dilutive potential equity shares into equity shares.
Computation of basic and diluted EPS:
Year ended
March 31, 2023
Year ended
March 31, 2022
Nominal value per equity share ` 5/- each
5
5
Profit attributable to equity shareholders (` in Lakhs)
(5,121)
2,099
Weighted average number of equity shares (No. in Lakhs)*
Basic
5,501
5,461
Diluted
5,572
5,548
Earnings per share (` per share) **
Basic
(0.93)
0.38
Diluted
(0.93)
0.38
*The weighted average number of shares takes into account the weighted average effect of changes in treasury shares transactions during the year.
**Employee stock options outstanding as at March 31, 2023 are anti-dilutive (March 31, 2022: anti-dilutive) and accordingly have been considered for the purpose
of computing dilutive EPS.
31. Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The board
of directors of the Group assesses the financial performance and position of the Group. The Chief Executive Officer has been identified as the
chief operating decision maker.
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.
The Group’s operations spans across the world and are categorized geographically as (a) Americas, (b) EMEA (c) India and (d) APAC and rest
of the World. ‘Americas’ comprises the Group’s operations in North America, South America and Canada. ‘EMEA’ comprises the Group’s
operations in Europe, Middle East and Africa and the Group’s operations in the rest of the world, excluding India are organized under ‘APAC
and the rest of the world’. Customer relationships are driven based on customer domicile.
191
Subex Annual Report 2022-23
31. Segment reporting (contd.)
Segment revenue by geographical location are as follows*:
(` in Lakhs)
Region
Year ended
March 31, 2023
Year ended
March 31, 2022
Americas
4,299
5,945
EMEA
15,561
20,161
India
858
520
APAC and rest of the world
7,151
6,718
27,869
33,344
* Revenues by geographic area are based on the geographical location of the customer.
No single customer represents 10% or more of the Group’s total revenue for the year ended March 31, 2023 (March 31, 2022 : Nil)
Non-current operating assets by geographical location are as follows**:
(` in Lakhs)
Region
As at
March 31, 2023
As at
March 31, 2022
India
3,715
1,920
Outside India
470
481
Unallocated ***
34,409
34,409
Total non-current operating assets
38,594
36,810
** Non-current operating assets includes Property, plant and equipment, Right-of-use assets, Other intangible assets, Balance with statutory/ government
authorities and Prepaid expenses.
*** Unallocated represents Goodwill on consolidation. The management is of the view that it is not practically feasible to allocate such goodwill to various regions.
32. Related party transactions
i. Name of related parties and nature of relationship
Trust that is consolidated
Subex Employee Welfare and ESOP Benefit Trust
Key management personnel of the Company:
Anil Singhvi
Chairman, Non-Executive & Non-Independent Director
Nisha Dutt
Independent Director (upto May 01, 2023) & Chief Executive Officer (w.e.f. May 02, 2023)
Poornima Kamalaksh Prabhu
Independent Director
George Zacharias
Independent Director
Pratima Ram
Independent Director (w.e.f. May 09, 2022) of Subex Account Aggregator Services Private Limited
Devika Sathyanarayana
Non-Executive, Non-Independent Director
Vinod Kumar Padmanabhan
Managing Director & Chief Executive Officer (upto May 01, 2023),
Non-Executive & Non-Independent Director (w.e.f. May 02, 2023)
Designated partner of Subex Assurance LLP
Designated partner of Subex Digital LLP
Shiva Shankar Naga Roddam
Whole-time Director (upto May 03, 2023) & Chief Operating Officer#
Designated partner of Subex Assurance LLP (w.e.f. December 10, 2021)
Designated partner of Subex Digital LLP (w.e.f. December 10, 2021)
Sumit Agarwal
Chief Financial Officer (w.e.f. January 31, 2022)
G V Krishnakanth
Company Secretary & Compliance Officer
Venkatraman G S
Chief Financial Officer & Senior Vice President (upto December 10, 2021)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended March 31, 2023
192
Subex Annual Report 2022-23
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended March 31, 2023
32. Related party transactions (contd.)
ii. Details of transactions with key management personnel during the year ended March 31, 2023:
(` in Lakhs)
Year ended
March 31, 2023
Year ended
March 31, 2022
Salary and perquisites:*
Vinod Kumar Padmanabhan (includes remuneration from Subex Assurance LLP)
319
568
Shiva Shankar Naga Roddam (includes remuneration from Subex Assurance LLP) #
147
509
Sumit Agarwal
72
17
G V Krishnakanth
49
77
Venkatraman G S
-
327
587
1,498
Dividend
Venkatraman G S
-
2
Shiva Shankar Naga Roddam
-
1
Anil Singhvi^
-
-
G V Krishnakanth^^
-
-
-
3
Director sitting fees
Anil Singhvi
19
18
Nisha Dutt
15
14
Poornima Prabhu
17
13
George Zacharias
11
11
Pratima Ram
2
-
Devika Sathyanarayana
1
1
65
57
Commission payable
Anil Singhvi
9
11
Nisha Dutt
9
9
Poornima Prabhu
9
7
George Zacharias
9
9
36
36
193
Subex Annual Report 2022-23
32. Related party transactions (contd.)
iii. Details of balances receivable from and payable to related parties are as follows:
(` in Lakhs)
Year ended
March 31, 2023
Year ended
March 31, 2022
Salary and perquisites:
Vinod Kumar Padmanabhan (includes remuneration from Subex Assurance LLP)
21
-
Shiva Shankar Naga Roddam (includes remuneration from Subex Assurance LLP)
10
-
Sumit Agarwal
16
-
G V Krishnakanth
4
-
51
-
Commission payable
Anil Singhvi
9
11
Nisha Dutt
9
9
Poornima Prabhu
9
7
George Zacharias
9
9
36
36
iv. Details of Employee stock options plans (‘ESOPs’) outstanding for Key Managerial Personnel’s
Year ended
March 31, 2023
Year ended
March 31, 2022
Opening options
23,30,000
40,40,000
Options granted during the year
-
-
Options exercised during the year
(6,50,000)
(17,10,000)
Closing options
16,80,000
23,30,000
* The remuneration to the key managerial personnel does not include the provision/ accruals, made on best estimate basis, as they are determined for the Group
as a whole.
^ Represents dividend paid ` Nil during the year ended March 31, 2023 and ` 15,000 during the year ended March 31, 2022 which are presented as ` Nil due to
rounding off.
^^ Represents dividend paid ` Nil during the year ended March 31, 2023 and ` 21,250 during the year ended March 31, 2022 which are presented as ` Nil due to
rounding off.
# The Board of Directors of Subex Limited at its meeting held on February 03, 2023 approved the re-appointment of Mr. Shiva Shankar Naga Roddam as whole-
time director effective February 07, 2023 subject to the shareholder’s approval. The special resolution proposed before the shareholders vide postal ballot notice
dated February 03, 2023 was not passed by the shareholders of Subex Limited with requisite majority. Consequently, Mr. Shiva Shankar Nagar Roddam ceased to be
whole-time director of Subex Limited with effect from May 03, 2023 and accordingly, an amount of ` 1.5 Lakhs representing remuneration for the period February
07, 2023 to March 31, 2023 is recoverable from him.
33. Contingent liabilities and commitments
(` in Lakhs)
As at
March 31, 2023
As at
March 31, 2022
Income tax demands [refer note (i)]
369
6,609
Service tax demands [refer note (ii)]
3,687
3,687
Bank guarantees (furnished to customers)
419
508
Claim against the Company in the Employment Tribunal in the UK
98
-
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended March 31, 2023
194
Subex Annual Report 2022-23
i.
Income tax
a) The Company has recevied favourable orders from Hon’ble Karnataka High Court for FY 2010-11 and from ITAT for FY 2013-14 and FY
2014-15 therefore, contingent liabilty has been reduced to ` 369 lakhs. The Company is yet to receive the order giving effects (OGE)
for the said assessment years. Further, the Company has filed an appeal before the Hon’ble Karnataka High Court for FY 2013-14 and
the management, including it’s tax experts/advisors are confident that it’s position will likely be upheld on ultimate resolution and it
will not have material adverse effect on the Company’s financials position and results of operations. With respect to the aforesaid
demands ` 1,776 Lakhs has been paid/refund adjusted under protest.
b) One of the subsidiary, Subex Technologies Limited, has received favourable order from Hon’ble Karnataka High Court with respect to
appeal filed by the Income Tax Department for AY 2008-09 relating to matter under section 201(1) of Income Tax Act,1961 quashing
Notice of Demand dated 15.02.2016 and the Show Cause Notice dated 03.02.2015.
Further Subex Technologies Limited, has also received favourable order from ITAT for AY 2008-09 relating to matter under section
143(3) of the Income Tax Act, 1961.
ii.
Service tax
The Company has received demand order towards the service tax on import of certain services and equivalent amount of penalties
under the provisions of the Finance Act, 1994 along with the consequential interest during the period April 2006 to July 2009. These
demands are disputed by the management and the Group has filed appeals against these orders with various appellate authorities. The
management is of the view that the service tax is not applicable on those import of services, and is confident that the demands raised by
the Assessing Officers are not tenable under law.
34. Employee stock options plans (‘ESOPs’)
During the year 2018-2019, the Board of Directors and the shareholders of the Company approved “Subex Employees Stock Option Scheme
– 2018” (referred to as the “ESOP Scheme 2018” or “ESOP - V”) to be administered through Subex Employee Welfare and ESOP Benefit Trust
(referred to as the “ESOP Trust”). The ESOP Trust is authorised to acquire shares of the Company through secondary market for administering
ESOP for 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 recognised at cost and deducted from other equity. The ESOP trust held 1,11,10,800 and
12,533,720 treasury shares as at March 31, 2023 and March 31, 2022, respectively.
The Nomination & Remuneration Committee in their meeting held on January 31, 2022 granted 14,48,000 options under approved “Subex
Employees Stock Option Scheme – 2018” to the eligible employees. The shares granted vest over a period of 1 to 3 years and can be exercised
over a maximum period of 3 years from the date of vesting.
There is an extension of exercise period till June 30, 2023 for those vested options which were getting lapsed in February 2023.
Employees stock options details as on the balance sheet date are:
2022-23
2021-22
Options (no.)
Weighted average
exercise price per
stock option (`)
Options (no.)
Weighted average
exercise price per
stock option (`)
Options outstanding at the beginning of the year
ESOP – V
1,14,57,628
8.86
1,98,71,500
6.75
Exercised during the year
ESOP – V
14,22,920
6.11
73,37,780
6.00
Granted during the year
ESOP – V
-
-
14,48,000
20.00
Forfeited and expired during the year
ESOP – V
4,53,250
15.57
25,24,092
6.95
Options outstanding at the end of the year
ESOP – V
95,81,458
8.95
1,14,57,628
8.86
Options exercisable at the end of the year
ESOP – V
79,46,523
8.66
94,89,628
6.66
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended March 31, 2023
33. Contingent liabilities and commitments (contd.)
195
Subex Annual Report 2022-23
Details of weighted average remaining contractual life and range of exercise prices for the options outstanding at the balance sheet date:
Particulars
Weighted average remaining
contractual life(years)*
Range of exercise prices (`)
2022-23
2021-22
2022-23
2021-22
ESOP – V
1.23
1.84
6.00-20.00
6.00-20.00
* considering vesting and exercise period
Fair value methodology
The key assumptions used in Black-Scholes model for calculating fair value of ESOP during the year is as below:
Particulars
March 31, 2023
March 31, 2022
Risk-free interest rate
5%-7%
5%-7%
Expected volatility of share
41%-72%
41%-72%
Expected life (years)
2-3
2-3
Dividend yield
0%-1.88%
0%-1.88%
Exercise Price (`)
6.00-20.00
6.00-20.00
Weighted average fair value as on grant date (`)
0.96-30.24
0.96-30.24
The expected life of stock options is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may occur. The
expected volatility reflects assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which may also not
necessarily be the actual outcome.
35. Employee benefit plans
a) Provident fund
The Group makes contributions to Provident Fund, Pension Fund, Employee State Insurance scheme and other funds which are defined
contribution plan for qualifying employees. Under the scheme, the Group is required to contribute a specified percentage of the payroll
costs to fund the benefits. The Group recognized ` 1,196 Lakhs (March 31, 2022: ` 1,310 Lakhs) towards Provident Fund contribution
(including administration charges) and Pension Fund contributions (including ` 401K contribution).
b) Gratuity
The Group offers Gratuity benefits to employees, a defined benefit plan. Gratuity plan is governed by the Payment of Gratuity Act, 1972.
Under gratuity plan, every employee who has completed at least five years of service gets a gratuity on departure @15 days of last drawn
salary for each completed year of service. The scheme is funded with an insurance company in the form of qualifying insurance policy.
The following tables set out the status of the gratuity plan:
Disclosure as per Ind AS 19
(` in Lakhs)
As at
March 31, 2023
As at
March 31, 2022
A.
Change in defined benefit obligation
Obligations at beginning of the year
859
758
Service cost
109
126
Interest cost
45
37
Benefits settled
(236)
(137)
Actuarial loss (through OCI)
(21)
67
Currency translation adjustment
19
8
Obligations at end of the year
775
859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended March 31, 2023
34. Employee stock options plans (‘ESOPs’) (contd.)
196
Subex Annual Report 2022-23
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended March 31, 2023
35. Employee benefit plans (contd.)
(` in Lakhs)
As at
March 31, 2023
As at
March 31, 2022
B.
Change in plan assets
Plan assets at beginning of the year, at fair value
421
356
Expected return on plan assets
28
22
Actuarial gain (through OCI)
2
3
Contributions
211
177
Benefits settled
(236)
(137)
Plan assets at the end of the year
426
421
C.
Net liability recognised in the consolidated balance sheet
Present value of defined benefit obligation at the end of the year
(775)
(859)
Fair value of plan assets at the end of the year
426
421
Net liability
(349)
(438)
(` in Lakhs)
Year ended
March 31, 2023
Year ended
March 31, 2022
D.
Expenses recognised in the consolidated statement of profit and loss:
Service cost
109
126
Interest cost (net)
35
15
Net gratuity cost
144
141
E.
Re-measurement (losses)/ gains in OCI
Actuarial (loss)/ gain due to financial assumption changes
(6)
(3)
Actuarial (loss)/ gain due to experience adjustments
27
(64)
Actuarial (loss)/ gain - return on plan assets greater than discount rate
18
3
Total expenses recognised through OCI
39
(64)
F.
Assumptions
Discount rate
4.9% - 7.36%
4.20%
Expected return on plan assets
6.19% - 6.63%
6.15%
Salary escalation*
4% - 7%
6.00%
Attrition rate
18% - 20%
18.00%
Retirement age
60 years
60 years
Assumptions regarding future mortality experience are set in accordance with the published statistics by Indian Assured Lives Mortality (2012-14) [March 31, 2022:
Indian Assured Lives Mortality (2012-14)].
*The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments and other relevant factors, benefit obligation
such as supply and demand in the employment market.
(` in Lakhs)
As at
March 31, 2023
As at
March 31, 2022
G.
Five years pay-outs
Year 1
127
134
Year 2
116
126
Year 3
107
115
Year 4
102
105
Year 5
93
97
After 5th Year
533
584
H.
Contribution likely to be made for the next one year
127
134
I.
The major categories of plan assets as a percentage of the fair value of total plan assets are as follows:
Investment with insurer
100%
100%
197
Subex Annual Report 2022-23
J.
Sensitivity analysis
(` in Lakhs)
Particulars
Year ended March 31, 2023
Year ended March 31, 2022
Effect of change in discount rate
0.5% increase
0.5% decrease
0.5% increase
0.5% decrease
Impact on defined benefit obligation increase/ (decrease)
(16)
16
(18)
19
Effect of change in salary
1% increase
1% decrease
1% increase
1% decrease
Impact on defined benefit obligation increase/ (decrease)
30
(28)
35
(33)
Effect of change in withdrawal assumption
5% increase
5% decrease
5% increase
5% decrease
Impact on defined benefit obligation increase/ (decrease)
(6)
3
(19)
22
K.
The average duration of the defined benefit plan obligation at the end of the reporting period of gratuity is 6 years (March 31, 2022: 6 years).
36. Additional information pursuant to para 2 of general instructions for the preparation of consolidated
financial statements:
Contribution of net assets/ (liability), Share in profit or loss/ comprehensive income in the consolidated financial statements:
As at and for the year ended March 31, 2023
(` in Lakhs)
Name of the entity
Net Assets i.e., total assets
minus total liabilities
Share in profit or loss
Share in other
comprehensive income or
(loss)
Share in total
comprehensive income
or (loss)
As % of
Consolidated
net assets
Amount
As % of
Consolidated
profit or
(loss)
Amount
As % of
consolidated
other
comprehensive
income or
(loss)
Amount
As % of
consolidated
total
comprehensive
income or
(loss)
Amount
Parent
Subex Limited
51%
42,387
56%
(6,876)
3%
19
59%
(6,857)
Indian subsidiaries
Subex Assurance LLP
38%
30,921
7%
(793)
3%
17
7%
(776)
Subex Digital LLP
(3%)
(2,582)
19%
(2,355)
-
(3)
20%
(2,358)
Subex Technologies Limited
-
5
-
(3)
-
-
-
(3)
Subex Account Aggregator Services
Private Limited
-
222
-
(3)
-
-
-
(3)
Foreign subsidiaries
Subex (Asia Pacific) Pte Ltd.
1%
845
(1%)
101
15%
90
(2%)
191
Subex (UK) Ltd.
9%
7,824
8%
(934)
110%
685
2%
(249)
Subex Americas Inc.
7%
5,623
-
(56)
(6%)
(35)
1%
(91)
Subex Inc.
(1%)
(502)
(2%)
272
(10%)
(61)
(2%)
211
Subex Middle East
(2%)
(2,034)
12%
(1,486)
(14%)
(88)
14%
(1,574)
Subex Bangladesh Pvt.Ltd
-
(141)
1%
(69)
(1%)
(4)
1%
(73)
Total
100%
82,568
100%
(12,202)
100%
620
100%
(11,582)
Adjustments arising out of consolidation
(30,384)
7,081
-
7,081
Total
52,184
(5,121)
620
(4,501)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended March 31, 2023
35. Employee benefit plans (contd.)
198
Subex Annual Report 2022-23
As at and for the year ended March 31, 2022
(` in Lakhs)
Name of the entity
Net Assets i.e., total assets
minus total liabilities
Share in profit or loss
Share in other
comprehensive income or
(loss)
Share in total
comprehensive income
or (loss)
As % of
Consolidated
net assets
Amount
As % of
Consolidated
profit or
(loss)
Amount
As % of
consolidated
other
comprehensive
income or
(loss)
Amount
As % of
consolidated
total
comprehensive
income or
(loss)
Amount
Parent
Subex Limited
48%
48,926
33%
(447)
(1%)
(3)
39%
(450)
Indian subsidiaries
Subex Assurance LLP
40%
40,893
(102%)
1,368
(17%)
(35)
(117%)
1,333
Subex Digital LLP
(1%)
(1,408)
195%
(2,618)
(5%)
(11)
231%
(2,629)
Subex Technologies Limited
-
8
-
(4)
-
-
-
(4)
Foreign subsidiaries
Subex (Asia Pacific) Pte Ltd.
1%
653
(10%)
143
8%
17
(14%)
160
Subex (UK) Ltd.
8%
8,073
11%
(152)
140%
286
(12%)
134
Subex Americas Inc.
6%
5,713
2%
(33)
(7%)
(14)
4%
(47)
Subex Inc.
(1%)
(713)
(70%)
937
(11%)
(22)
(80%)
915
Subex Middle East
(1%)
(460)
39%
(518)
(6%)
(13)
47%
(531)
Subex Bangladesh Pvt.Ltd
-
(68)
2%
(20)
(1%)
(2)
2%
(22)
Total
100%
1,01,617
100%
(1,344)
100%
203
100%
(1,141)
Adjustments arising out of consolidation
(45,250)
3,443
-
3,443
Total
56,367
2,099
203
2,302
37. Capital management
The Group financial strategy aims to foster its strategic priorities and provide adequate capital to its businesses to grow and invest for generating
sustained stakeholder value. The Group funds its operations mainly through internal accruals. The Group aims at maintaining a strong capital
base so as to maintain adequate supply of funds towards future growth of its businesses as a going concern. The capital structure of the Group
comprises only of equity as detailed in the Statement of Changes in Equity. The Group does not have any long-term debt obligation.
The Group is not exposed to any externally imposed capital requirements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended March 31, 2023
36. Additional information pursuant to para 2 of general instructions for the preparation of consolidated
financial statements: (contd.)
199
Subex Annual Report 2022-23
38. Fair value hierarchy
The carrying value of financial instruments by categories is as follows:
(` in Lakhs)
Particulars
As at
March 31, 2023
As at
March 31, 2022
Financial assets measured at amortized cost
Interest accrued but not due on bank deposits*
69
34
Trade receivables*
9,037
9,681
Unbilled revenue*
3,790
6,780
Security deposits^
697
317
Loans and advances to employees*
134
161
Margin money deposits with remaining maturity more than 12 months
121
130
Margin money deposits with remaining maturity less than 12 months
186
181
14,034
17,284
Financial assets measured at fair value through profit or loss
Investment in mutual fund**
1,222
1,165
Foreign currency forward contract***
-
8
1,222
1,173
Financial assets measured at fair value through other comprehensive Income
Investment in Privasapien Technologies Private Limited^
165
-
165
-
Cash and cash equivalents and other balances with banks
Balance with banks
10,762
10,663
Earmarked balances with banks being unpaid dividend accounts
28
28
Margin money deposits with original maturity more than 3 months but less than 12 months
125
176
10,915
10,867
Financial liabilities measured at amortized cost
Employee related liabilities*
1,804
1,459
Trade payables*
1,262
1,672
Capital creditors*
71
4
Lease liabilities^
3,339
1,468
6,476
4,603
* The carrying value of these accounts are considered to be the same as their fair value, due to their short term nature. Accordingly, these are classified as level 3
of fair value hierarchy.
** Level 1- Quoted prices (unadjusted) in active markets for identical assets or liabilities.
*** Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly
(i.e. derived from prices).
^ The fair value of these accounts was calculated based on cash flow discounted using a current lending/ borrowing rate, they are classified as level 3 fair value
hierarchy due to inclusion of unobservable inputs including counterparty credit risk.
39. Financial risk management
The Group’s activities expose it to the following risks:
i. Credit risk
ii. Interest rate risk
iii. Liquidity risk
iv. Market risk
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended March 31, 2023
200
Subex Annual Report 2022-23
39. Financial risk management (contd.)
i.
Credit risk
Credit Risk is the risk that a counter party will not meet its obligations under a financial instrument or customer contract leading to a
financial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables and unbilled revenue) and from
its financing activities including deposits with banks, foreign exchange transactions and other financial instruments.
a. Trade receivables
Credit risk is managed by each business unit as per the Group’s established policy, procedures and control relating to customer credit risk
management. Outstanding customer receivables are regularly monitored.
The impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large number of minor
receivables are grouped into homogeneous groups and assessed for impairment collectively. The maximum exposure to credit risk at the
reporting date is the carrying value of each class of financial assets. The Group does not hold collateral as security.
b. Credit risk exposure
The Group’s credit period generally ranges from 30 - 180 days. The credit risk exposure of the Group is as below:
(` in Lakhs)
Particulars
As at
March 31, 2023
As at
March 31, 2022
Trade receivables
9,037
9,681
Unbilled revenue
3,790
6,780
Total
12,827
16,461
The movement in credit loss allowance on customer balance is as follows :
(` in Lakhs)
Particulars
As at
March 31, 2023
As at
March 31, 2022
Opening balance
1,834
2,088
Add/(less): Provided/(reversal) during the year
1,991
351
Less: Bad-debts written-off
(229)
(654)
Add/(less): Translation difference
301
49
Closing balance
3,897
1,834
c. Other financial assets and deposits with banks
Credit risk is limited, as the Group generally invests in deposits with banks with high credit ratings assigned by international and domestic
credit rating agencies. Counterparty credit limits are reviewed by the Group periodically and the limits are set to minimise the concentration
of risks and therefore mitigate financial loss through counterparty’s potential failure to make payments.
ii. Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market interest
rates. The Group risk of changes in interest rates relates primarily to the Group’s debt obligations with floating interest rates for the period
the group was holding the debts.
The Group does not have any debt outstanding as at March 31, 2023. Also, the Group’s investments are primarily in fixed rate interest
bearing investments. Hence, the Group is not significantly exposed to interest rate risk as at March 31, 2023.
iii. Liquidity risk
The Group’s principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The Group
believes that the cash and cash equivalents is sufficient to meet its current requirements. Accordingly no liquidity risk is perceived.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended March 31, 2023
201
Subex Annual Report 2022-23
39. Financial risk management (contd.)
The break-up of cash and cash equivalents and deposits is as below:
(` in Lakhs)
Particulars
As at
March 31, 2023
As at
March 31, 2022
Cash and cash equivalents
5,238
8,539
Other balances with banks
5,984
2,639
Investment in mutual fund
1,222
1,165
12,444
12,343
The table below summarises the maturity profile of the Group’s financial liabilities at the reporting date. The amounts are based on
contractual undiscounted payments.
(` in Lakhs)
Particulars
On demand
0-180 Days
181-365 Days
More than 365 Days
Total
As at March 31, 2023
Trade payables
-
1,254
8
-
1,262
Lease liabilities*
-
530
550
2,720
3,800
Other financial liabilities
28
1,507
368
-
1,903
28
3,291
926
2,720
6,965
As at March 31, 2022
Trade payables
-
1,669
3
-
1,672
Lease liabilities*
-
236
233
1,194
1,663
Other financial liabilities
28
1,417
46
-
1,491
28
3,322
282
1,194
4,826
*Includes future cash outflow toward estimated interest on lease liabilities
iv. Market risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign
exchange rates. The Group’s exchange risk arises from its foreign operations, foreign currency revenues and expenses. The Group has
exposures to United States Dollars (‘USD’), Great Britain Pound (‘GBP’), Euro (‘EUR’) and other currencies. The Group’s exposure to the risk
of changes in foreign exchange rates relates primarily to the Group’s operating activities and financing activities.
Below is the summary of foreign currency exposure of Group’s financial assets and liabilities.
March 31, 2023
(` in Lakhs)
Particulars
Denominated currency
Total
USD
GBP
EUR
Others
Financial assets
Trade receivables
1,996
367
1,027
1,750
5,140
Cash and cash equivalents and other bank balances
378
286
101
1,394
2,159
Other financial assets
1,422
284
594
701
3,001
Total financial assets
3,796
937
1,722
3,845
10,300
Financial liabilities
Other financial liabilities
97
47
95
162
401
Trade payable
178
56
30
163
427
Total financial liabilities
275
103
125
325
828
Net financial assets/ (liabilities)
3,521
834
1,597
3,520
9,472
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended March 31, 2023
202
Subex Annual Report 2022-23
March 31, 2022
(` in Lakhs)
Particulars
Denominated currency
Total
USD
GBP
EUR
Others
Financial assets
Trade receivables
1,925
733
2,342
863
5,863
Cash and cash equivalents and other bank balances
341
467
240
682
1,730
Other financial assets
1,521
109
1,078
1,001
3,709
Total financial assets
3,787
1,309
3,660
2,546
11,302
Financial liabilities
Other financial liabilities
480
88
502
236
1,306
Total financial liabilities
480
88
502
236
1,306
Net financial assets/ (liabilities)
3,307
1,221
3,158
2,310
9,996
The Company holds derivative financial instruments such as foreign currency forward contracts to mitigate the risk of changes in
exchange rates on foreign currency exposures. The counter party for these transactions are banks. These derivative financial instruments
are valued based on quoted prices for similar assets and liabilities in active markets or inputs that are directly or indirectly observable in
the market place.
Forward contracts outstanding are as below:
Currency
Foreign currency amount
Amount in ` lakhs
As at
March 31, 2023
As at
March 31, 2022
As at
March 31, 2023
As at
March 31, 2022
USD
15,95,000
20,85,000
1,311
1,580
GBP
-
-
-
-
Sensitivity analysis
Every 1% appreciation or depreciation in the respective foreign currencies against functional currency of the each of the group entities
would cause the profit before exceptional items in proportion to revenue to increase or decrease respectively by 0.34% (March 31, 2022:
0.30%).
40. As per section 135 of The Company’s Act, 2013, a Corporate Social Responsibility (‘CSR’) committee has been formed by Subex Limited.
The primary function of the Committee is to assist the Board of Directors in formulating the CSR policy and review the implementation
and progress of the same from time to time. The CSR Policy focuses on creating opportunities for the disadvantaged with emphasis on
persons with disabilities. During the year ended March 31, 2023, considering losses incurred in past years, the Company does not have
the obligation to incur expenses in relation to CSR.
41. The Group Companies has entered into ‘International transactions’ with ‘Associated Enterprises’ which are subject to Transfer Pricing
regulations in India, as well as in the other geographies. The Group is in the process of carrying out transfer pricing study for the year
ended March 31, 2023 in this regard, to comply with the requirements of the Income Tax Act, 1961 and other applicable laws in other
countries. The Management of the Group, is of the opinion that such transactions with Associated Enterprises are at arm’s length and
hence in compliance with the aforesaid legislation. Consequently, this will not have any impact on the consolidated financial statements,
particularly on account of tax expense and that of provision for taxation.
42. The US Federal government in the wake of COVID 19 pandemic provided support to business through Paycheck Protection Program
(PPP). Subex Inc. obtained a benefit under this scheme for ` 600 Lakhs during May 2020. During the year ended March 31, 2022, Subex
Inc. obtained complete waiver of the loan amount from Small Business Administration, United States government agency and accordingly
the loan and interest accrued thereon was recognised as other income.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended March 31, 2023
203
Subex Annual Report 2022-23
43. Pursuant to the Ministry of corporate affairs (“MCA”) notification dated August 05, 2022 relating to maintenance of electronic books of
accounts as per Rule 3 of the Companies (Accounts) rules, 2014 of of section 128 of Companies Act, 2013, the Company maintains the
data in electronic mode and the applications are accessible in India all times. The Company is taking steps to ensure that backup is taken
on a daily basis and stored in servers located in India.
44. The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the company towards
Provident Fund and Gratuity. The Ministry of Labour and Employment had released draft rules for the Code on Social Security, 2020 on
November 13, 2020, and invited suggestions from stakeholders which are under consideration by the Ministry. The Company will assess
the impact and its evaluation once the subject rules are notified. The Company will give appropriate impact in its financial statements in
the period in which, the Code becomes effective and the related rules to determine the financial impact are published.
As per our report of even date
For and on behalf of the Board of Directors of Subex Limited
For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm registration number: 101049W/E300004
Anil Singhvi
Chairman, Non- Executive & Non-Independent Director
DIN : 00239589
Place: Mumbai, India
Nisha Dutt
Chief Executive Officer
Place: Bengaluru, India
per Rajeev Kumar
Partner
Membership No.: 213803
Sumit Kumar
Chief Financial Officer
Place: Bengaluru, India
G V Krishnakanth
Company Secretary
Place: Bengaluru, India
Place: Bengaluru, India
Date: May 15, 2023
Date: May 15, 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended March 31, 2023
204
Subex Annual Report 2022-23
“SHAREHOLDERS’ INFORMATION”
REGISTERED OFFICE
The Registered office of the Company is at
Pritech Park – SEZ, Block-09, 4th Floor, B Wing,
Survey No. 51 to 64/4, Outer Ring Road, Bellandur Village,
Varthur Hobli, Bangalore, Karnataka-560103.
DATE AND VENUE OF THE 28TH ANNUAL GENERAL MEETING (AGM)
Date
: September 29, 2023
Venue
: Video Conference/Other Audio-Visual Means
(Deemed Venue is at the Registered Office of the Company situated at
Pritech Park - SEZ, Block-09, 4th Floor, B Wing, Sy No. 51-64/4,
ORR, Bellandur Vlg, Varthur Hobli, Bangalore- 560103 )
Time
: 11:00 A.M (IST)
DATES OF BOOK CLOSURE
From September 23, 2023 to September 29, 2023 (both days inclusive)
BOARD MEETINGS & FINANCIAL CALENDAR
The Company financial year begins on April 1 and ends on March 31 every year.
Calendar of Board Meetings to adopt the accounts
Financial year 2023-24
: April 01, 2023 to March 31, 2024
For quarter ending June 30, 2023
: 2nd week of August 2023
For quarter ending September 30, 2023
: 2nd week of November 2023
For quarter ending December 31, 2023
: 2nd week of February 2024
For the year ending March 31, 2024
: 4th week of May 2024
DIVIDEND
The Directors have not proposed any dividend to be paid for the financial year 2022-23.
LISTING ON STOCK EXCHANGES
Equity Shares of the Company are quoted on the National Stock Exchange of India Limited (NSE) since September 5, 2003 and on the BSE
Limited (BSE) since July 31, 2000. The Company has paid listing fees for the financial year(s) 2022-23 and 2023-24 in accordance with the
provisions of the SEBI (LODR) Regulations, 2015.
2,43,207 Global Depositary Receipts (GDRs) of the Company are listed on the Professional Securities Market of London Stock Exchange. The
Board of Directors of the Company on May 30, 2022 passed a resolution approving the termination of the GDR program in light of the low
trading volume of the Global Depository Receipts, and the outstanding equity shares underlying the GDRs not constituting more than 0.04%
of the Company’s issued and paid-up equity shares as of March 31, 2022. Consequently, GDRs were de-listed from the Professional Securities
Market of London Stock Exchange effective from September 26, 2022
The stock codes of the Company at the Stock Exchanges are as follows:
Name and address of the Stock Exchange
Stock code
National Stock Exchange of India Limited,
Exchange Plaza, 5th Floor, Plot No. C/1, G Block Bandra Kurla Complex,
Bandra (East) Mumbai- 400051
SUBEXLTD
BSE Limited,
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400001
532348
The International Securities Identification Number (ISIN) for the Company’s Equity Shares in dematerialized form is INE754A01055.
CUSTODIAL FEE
Pursuant to the Securities and Exchange Board of India (SEBI) Circular No. MRD/DoP/SE/Dep/Cir-4/2005 dated January 28, 2005 issuer
companies are required to pay custodial fees to the depositories with effect from April 1, 2005. The said circular has been partially modified
vide SEBI’s Circular No. MRD/DoP/SE/Dep/Cir-2/2009 dated February 10, 2009. The Company, in accordance with the aforesaid circulars, paid
custodial fees for the financial year 2022-23 and 2023-24 to NSDL and CDSL on the basis of the number of beneficial accounts maintained by
them as on March 31, 2022 and March 31, 2023 respectively.
205
Subex Annual Report 2022-23
STOCK MARKET DATA RELATING TO EQUITY SHARES LISTED IN INDIA
Monthly high and low quotes during each month in the financial year 2022-23 as well as the volume of shares traded on NSE and BSE are as
under:
Month
NSE
BSE
High Price
Low Price
Number of shares
traded
High Price
Low Price
Number of shares
traded
Apr-22
43.10
31.15
1268.27
43.10
32.20
257.70
May-22
35.10
27.25
567.68
35.15
27.20
164.01
Jun-22
30.60
18.60
856.75
30.50
18.70
194.00
Jul-22
28.70
23.60
607.66
28.70
23.60
125.13
Aug-22
48.25
26.30
2543.16
48.25
26.30
555.14
Sep-22
38.20
30.95
643.79
38.10
30.95
122.47
Oct-22
34.00
29.75
386.70
34.00
29.75
76.92
Nov-22
33.20
28.30
705.25
33.20
28.70
154.72
Dec-22
36.00
30.70
1614.07
35.90
30.75
342.19
Jan-23
39.10
33.50
1239.64
39.10
33.50
229.70
Feb-23
35.05
28.20
415.55
35.05
28.20
77.67
Mar-23
30.35
25.00
443.07
30.30
25.00
110.75
SUBEX LIMITED SHARE PRICE VERSUS NSE S&P CNX NIFTY AND SENSEX (* Closing indices)
Month
BSE Sensex *
Nifty 50
Apr-22
57060.87
16953.95
May-22
55566.41
15782.15
Jun-22
53018.94
15293.50
Jul-22
57570.25
15752.05
Aug-22
59537.07
17312.90
Sep-22
57426.92
16818.10
Oct-22
60746.59
16887.35
Nov-22
63099.65
18028.20
Dec-22
60840.74
17806.80
Jan-23
59549.90
17604.35
Feb-23
58962.12
17303.95
Mar-23
58991.52
16945.05
206
Subex Annual Report 2022-23
CREDIT RATING
As per the CRISIL’s letter dated October 19, 2022, the Company’s credit rating is CCR BBB+/Negative.
Rating History is as mentioned below:
Instrument Type
Current Rating/Outlook
Historical Rating Outlook
Rating
September 03, 2021
September 04, 2020
August 07, 2019
Issuer Rating
CCR BBB+/Negative
CCR A - /Stable
IND A - /Positive
IND A - /Stable
Based on the request of the Company vide its letter dated March 28, 2023, requesting CRISIL Ratings to withdraw the outstanding Corporate
Credit Rating of Subex Limited, CRISIL vide its letter ref no. RL/GDS21072/317608/Corporate Credit Rating/0423/57907/96327563 dated
April 21, 2023, has withdrawn the “CCR BBB+Negative” (pronounced as CCR triple B plus rating with Negative outlook) rating assigned to the
Company.
SHAREHOLDING PATTERN
Distribution of Shareholding:
No. of Equity shares held
As on March 31, 2023
As on March 31, 2022
No. of share holders
% to total share holders
No. of share holders
% to total share holders
1-5000
3,12,615
85.12
3,13,967
85.12
5001- 10000
24,178
6.58
23,928
6.49
10001- 20000
13,865
3.78
13,653
3.70
20001- 30000
6,135
1.67
6,367
1.73
30001- 40000
2,316
0.63
2,291
0.62
40001- 50000
2,435
0.66
2,471
0.67
50001- 100000
2,978
0.81
3,150
0.85
100001& Above
2,741
0.75
3,045
0.83
Total
3,67,263
100
3,68,872
100
Categories of Shareholders:
Categories of Shareholders
No. of Shares of face value of ` 5 each
% of holding
Promoter & Promoter group
Nil
Nil
Public
55,08,92,135
98.02
Non-Promoter, Non-Public *
1,11,10,800
1.98
Total
56,20,02,935
100
*Includes shares held by the Subex Employee Welfare and ESOP Benefit Trust
207
Subex Annual Report 2022-23
REGISTRAR AND SHARE TRANSFER AGENTS (RTA) AND SHARE TRANSFER SYSTEM
KFin Technologies Limited (Formerly known as KFin Technologies Private Limited) are the Registrar and Share Transfer Agent of the Company
having its registered office at Karvy Selenium, Tower B, Plot No- 31 & 32, Financial District, Nanakramguda, Serilingampally, Hyderabad –
500032.
A.
Process for Transfer of Shares:
According to SEBI (LODR) Regulations, 2015, no shares can be transferred unless they are held in dematerialized mode. Members holding
shares in physical form are therefore requested to convert their holdings into dematerialized mode to avoid loss of shares and fraudulent
transactions and avail better investor servicing. Accordingly, only valid transmission or transposition cases may be processed by the RTA
of the Company, subject to compliance with the guidelines prescribed by SEBI.
The Board has delegated the authority for approving transmissions or transposition of shares etc. to the Stakeholders Relationship
Committee. The decisions of the Stakeholders Relationship Committee are placed before the Board at the subsequent Board Meeting.
Shares in physical form for transfer/transmission/transposition should be lodged with the office of the Company’s Registrar & Share
Transfer Agent, M/s. KFin Technologies Limited, at the addresses given above or at the Registered Office of the Company. The above cases
are processed if technically found to be in order and complete in all respects.
B.
Share transfers and other communication regarding Share certificates, updation of records, e-mail id’s, etc. may be addressed to:
KFin Technologies Limited,
Selenium Building, Tower-B,
Plot No- 31 & 32, Financial District,
Nanakramguda, Serilingampally,
Hyderabad, Telangana - 500032
Tel Nos. +91 40 6716 2222
E-mail: einward.ris@kfintech.com
Website: https://www.kfintech.com/
SHARES HELD IN PHYSICAL AND DEMATERIALISED FORM
As on March 31, 2023, 99.99% of the Company’s shares were held in dematerialized form and the rest in physical form.
OUTSTANDING GDRs/ADRs/WARRANTS/CONVERTIBLE INSTRUMENTS AND THEIR IMPACT ON EQUITY
There are no outstanding convertible instruments in the company.
LOCATIONS
Westminster, Colorado USA
Harrow, Middlesex, UK
Burlington Square, Singapore
Sharjah Airport International Free Zone, Sharjah, UAE
Dhaka, Bangladesh
LEGAL PROCEEDINGS
There are no legal proceedings against the Company which are material in nature.
NOMINATION
Pursuant to the provisions of Section 72 of the Companies Act, 2013, members may file nomination in respect of their shareholdings. Any
member willing to avail this facility may submit to the Company the prescribed Form SH 13 (in duplicate), if not already filed. Form SH 13 can
be obtained from the RTA Agents of the Company. Members holding shares in electronic form are requested to give the nomination request
to their respective Depository Participants directly.
208
Subex Annual Report 2022-23
INVESTOR GRIEVANCES
Details of the investor grievances received from the Registrar and Transfer agent (RTA) for the period from April 01, 2022 to March 31, 2023 are
as stated below. Additionally, the Company has attended to all the investor grievances/correspondence received through E-mails or telephone
on a timely manner.
Sl. No
Nature of Complaints
Received
Closed
1
Non receipt of Securities
Nil
Nil
2
Non Receipt of Annual Reports
12
12
3
Request for Correction / Duplicate / Revalidation of Dividend Warrant
3
3
4
Investors complaints through Stock Exchanges
Nil
Nil
4
Investors complaints through SEBI
4
4
5
Non Receipt of Dividend Warrant
17
17
6
Compliant regarding Demat / Remat
Nil
Nil
Total
36
36
ADDRESS FOR CORRESPONDENCE
For any queries, please write to:
Mr. G V Krishnakanth
Company Secretary,
Subex Limited, Pritech Park – SEZ, Block-09,
4th Floor, B Wing, Survey No. 51 to 64/4,
Outer Ring Road, Bellandur Village,
Varthur Hobli, Bangalore, Karnataka-560103. India
Telephone: +91 80 3745 1377
Email: investorrelations@subex.com
WEBSITE
Company’s website www.subex.com contains comprehensive information about the Company, products, press releases, financials and
investor relations. It serves as a source of information to the shareholders by providing key information like Board of Directors and the
committees, financial results, shareholding pattern, preceding year’s Annual Reports, Annual General Meetings, distribution of shareholding,
dividend, etc.
209
Subex Annual Report 2022-23
NOTES
www.subex.com | Regional offices: Dubai, Ipswich
India
CIN : L85110KA1994PLC016663
Pritech Park – SEZ
Block -09, 4th Floor, B Wing
Survey No. 51 to 64/4
Outer Ring Road, Bellandur Village
Varthur Hobli
Bangalore, Karnataka – 560 103
Tel No. 080 3745 1377
UK
Subex (UK) Limited
1st Floor, Rama Apartment,
17 St Ann’s Road, Harrow,
Middlesex, HA1 1JU, UK
Middle East
Subex Middle East (FZE)
Executive Desk Q1-04-098/B,
P.O. Box: 513156,
Sharjah Airport International
Free Zone, Sharjah, UAE
USA
Subex Inc.
1499 W 120th Ave,
Suite 210 Westminster,
CO 80234, USA
Singapore
Subex (Asia Pacific)
Pte Limited
175A Bencoolen Street
#08-03 Burlington Square
Singapore - 189650
Canada
Subex Americas Inc.
C/O BDO Canada LLP,
5494, Manotick Main Street
Box. 978, Manotick, Ontario
Canada, K4M1A8
Bangladesh
Subex Bangladesh Private Limited
Wakil Tower, Ta-131 (8th Floor)
Gulshan Badda Link Road,
Gulshan
Dhaka-1212, Bangladesh.