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July 17, 2023

TAKE/BSE/2023‐24 The Manager Dept. of Corporate Services‐Listing BSE Limited, P. J. Towers, Dalal Street, Mumbai ‐ 400001 Scrip Code: 532890

TAKE/NSE/2023‐24 The Manager‐Listing Department National Stock Exchange of India Limited Exchange Plaza, Bandra ‐ Kurla Complex, Bandra (East), Mumbai ‐ 400051 Symbol: TAKE

Dear Sir/ Madam,

Sub: Submission of Annual Report ‐ FY 2022‐23

In compliance with Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, please find enclosed the Notice of the 22[nd] (Twenty Second) Annual General Meeting of the Company along with the Annual Report for FY 2022‐23.

The same has been made available on the Company’s website:

1.	Notice	https://www.takesolutions.com/Reports_Filings/2022‐ 23/TAKE_Solutions_AGM_Notice_2023.pdf
2.	Annual Report	https://www.takesolutions.com/Reports_Filings/2022‐ 23/TAKE_Solutions_Annual_Report_2022‐2023.pdf

Kindly take the same on your records.

For TAKE Solutions Limited

PATTABHIRAM Digitally signed by PATTABHIRAMAN AN SRINIVASAN Date: 2023.07.17 21:06:28 SRINIVASAN +05'30'

Srinivasan. P Company Secretary Encl: As above

TAKE SOLUTIONS LIMITED

CIN: L63090TN2000PLC046338

Regd. Office: No: 27, Tank Bund Road, Nungambakkam, Chennai- 600 034 Email: [email protected] | Website: www.takesolutions.com Phone: +91-044-66110700

NOTICE OF THE TWENTY SECOND ANNUAL GENERAL MEETING OF THE SHAREHOLDERS

NOTICE is hereby given that the Twenty Second Annual General Meeting of the Shareholders of TAKE Solutions Limited will be held on Monday, August 14, 2023, at 11:00 A.M through Video Conferencing (“VC”) /Other Audio-Visual Means (“OAVM”), to transact the following business. The venue of the meeting shall be deemed to be the Registered Office of the Company at Office No. 27, Tank Bund Road, Nungambakkam, Chennai- 600 034.

ORDINARY BUSINESS:

To receive, consider and adopt:
a. the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2023, together with the Reports of the Board of Directors and Auditors thereon; and
To appoint Mr. Chella Gowrishankar (DIN: 00269690) who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 at this Annual General Meeting and being eligible, seeks re-appointment.
b. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2023, together with the Report of the Auditors thereon.

By Order of the Board For TAKE Solutions Limited

Place: Chennai Date: May 29, 2023

Srinivasan. P Company Secretary Membership No. FCS: 8391

TAKE Solutions Limited

Notes:

Pursuant to the Circular No. 11/2022 dated December 28, 2022, Circular No. 02/2022 dated May 5, 2022, Circular No. 21/2021 dated December 14, 2021, read with Circular No. 20/2020 dated May 5, 2020, Circular No. 17/2020 dated April 13, 2020 and Circular No. 14/2020 dated April 8, 2020 (collectively referred to as “MCA Circulars”) permitted the holding of the Annual General Meeting (“AGM”) through VC / OAVM, without the physical presence of the Members at a common venue. Further, Securities and Exchange Board of India (‘SEBI’), vide its Circulars dated May 12, 2020, January 15, 2021, May 13, 2022 and January 5, 2023 (‘SEBI Circulars’) and other applicable circulars issued in this regard, have provided relaxations from compliance with certain provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘SEBI Listing Regulations’). In compliance with the provisions of the Companies Act, 2013 (the “Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”) and MCA Circulars, the 22nd AGM of the Company is being held through VC / OAVM, without the physical presence of the members at a common venue. The Company has engaged Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means i.e., remote e- voting and voting on the date of the AGM.
Pursuant to the provisions of the Companies Act, 2013 (the “Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”) and MCA Circulars, the 22nd Annual General Meeting (AGM) of the Company is being held through VC / OAVM on Monday, August 14, 2023.
Since there is no special business, an explanatory statement, pursuant to Section 102 of the Companies Act, 2013, is not required to be annexed herewith.
In respect of Resolution at Item No. 2, a statement giving additional information on the Director seeking appointment is annexed herewith as required under Regulation 36(3) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as Annexure-1.
Pursuant to the provisions of the Act, a Shareholder entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Shareholder of the Company. However, since this AGM is being held pursuant to the MCA Circulars through VC / OAVM, physical attendance of Shareholders has been dispensed with. Accordingly, the facility for appointment of proxies by the Shareholders will not be available for the AGM and hence the Proxy Form and Attendance Slip including Route Map are not annexed to this Notice.
For convenience of the members and proper conduct of the AGM, the members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting
by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available to at least 1000 members on a first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.
Shareholders attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
Institutional/Corporate shareholders intending to represent through their authorized representatives in the AGM through VC/ OAVM and to attend and vote through remote e-voting or voting at the AGM are requested to send to the Company a scanned copy (JPEG/PDF format) of certified true copy of the board resolution authorizing their representative to the designated email address of the Company i.e., [email protected] and to CDSL i.e. [email protected]
In the case of joint holders attending the meeting, the joint holder who is higher in the order of names will be entitled to vote at the meeting.
The Register of Directors and Key Management Personnel and their Shareholding maintained under Section 170 of the Companies Act, 2013, Register of Contracts or Arrangements in which Directors are interested maintained under Section 189 of the Companies Act, 2013 and the Register of Shareholders as maintained by RTA will be available for inspection by the Shareholders.
The Register of Shareholders and Share Transfer Books of the Company will remain closed from Tuesday, August 8, 2023 to Monday, August 14, 2023 (both days inclusive). The cut-off date for the purpose of determining eligibility of shareholders for voting in connection with the Twenty Second AGM has been fixed as Monday, August 7, 2023.
Shareholders who wish to claim the dividend which remains unclaimed are requested to write to the Company Secretary, at the Registered Office, at No: 27, Tank Bund Road, Nungambakkam, Chennai- 600 034. Shareholders are requested to note that dividend not encashed or unclaimed within seven years from the date of transfer to the Company’s unpaid dividend account, will be transferred to the Investor Education and Protection Fund as per Section 124 and other applicable provisions of the Companies Act, 2013. Shareholders are encouraged to utilize the Electronic Clearing System (ECS) for receipt of dividend.
As per Section 72 of Companies Act, 2013, read with Rule 19 of (Share Capital and Debentures) Rules, 2014, facility for making nominations is available to the

2 TAKE Solutions Limited

shareholder in respect of the shares held by them in physical form. Nomination forms can be obtained from the RTA of the Company and can be submitted duly completed by the Shareholders holding shares in Physical form to the RTA for updation of nomination. The Shareholder holding shares in dematerialized form may approach their respective Depository Participants to update nomination.

The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account (PAN) by every participant in securities market. Shareholders holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participant(s) with whom they are maintaining their demat accounts. Shareholders holding shares in physical form can submit their PAN to the Company / RTA.
The Company has designated an exclusive e-mail id viz. [email protected] to enable investors to register their complaints/ queries, if any.
The documents referred to in the proposed resolutions are available for inspection at the Registered Office of the Company on all working days between 10.00 a.m. to 1.00 p.m.
In compliance with the aforesaid MCA Circulars and SEBI Circular, notice of the 22nd AGM along with the Annual Report 2022-23 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report for FY 2022 - 23 will also be available on the Company’s website www.takesolutions. com, website of the Stock Exchanges and RTA i.e. BSE Limited (www.bseindia.com), National Stock Exchange of India Limited (www.nseindia.com) and CDSL (www.evotingindia.com).
Shareholders holding shares in physical mode and who have not updated their email addresses with the Company are requested to update their email addresses by writing to the Company at [email protected] along with the copy of the signed request letter mentioning the name and address of the Shareholder, self-attested copy of the PAN card, and self-attested copy of any document (eg.: Driving License, Election Identity Card, Passport) in support of the address of the Shareholder.
Shareholders holding shares in dematerialized mode are requested to register / update their email addresses with the relevant Depository Participants. In case of any queries / difficulties in registering the e-mail address, Shareholders may write to [email protected].

VOTING THROUGH ELECTRONIC MEANS

In compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended from time to time and sub clause (1) and (2) of Regulation 44 of SEBI (Listing Obligations & Disclosure

Requirements) Regulations 2015 as amended from time to time and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020, the Company is pleased to provide to its members a facility to exercise their right to vote by electronic means and the business may be transacted through remote e-Voting services and e-voting during the meeting provided by Central Depository Services Limited (“CDSL”):

The instructions for Shareholders voting electronically and joining virtual meeting are as under:

A person whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of ‘remote e-voting’ or voting at the AGM through e-voting.
The voting period begins on Thursday, August 10, 2023, at 9:00 A.M and ends on Sunday, August 13, 2023, at 5:00 P.M. During this period, Shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date, Monday, August 7, 2023, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/ retail shareholders is at a negligible level.
Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.
In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

In terms of SEBI circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are

TAKE Solutions Limited

allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility. Pursuant to abovesaid SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

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Type of shareholders Login Method
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Type of shareholders	Login Method

Individual Shareholders holding securities in Demat mode with CDSL Depository	1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. The option will be made available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on Login icon & New System Myeasi Tab. 2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by the company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there are also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3) If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-VotingService Providers.
Individual Shareholders holding securities in demat mode with NSDL Depository	1. If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Benefcial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2. If the user is not registered for IDeAS e-Services, option to register is available athttps:// eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click athttps://eservices. nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verifcation Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting& votingduringthe meeting.
Individual Shareholders (holding securities in demat mode) login through their Depository Participants (DP)	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

4 TAKE Solutions Limited

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Login type Helpdesk details Individual Shareholders Members facing any technical issue in login can contact CDSL helpdesk by sending a request holding securities in at [email protected] or contact at toll free no. 1800 22 55 33. Demat mode with CDSL Individual Shareholders Members facing any technical issue in login can contact NSDL helpdesk by sending a request holding securities in at [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30. Demat mode with NSDL

Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and nonindividual shareholders in demat mode.

Login method for remote e-Voting and joining virtual meetings for physical shareholders and shareholders other than individual holding in Demat form.
(i) The shareholders should log on to the e-voting website www.evotingindia.com.
(ii) Click on “Shareholders” module.
(iii) Now enter your User ID
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
(iv) Next enter the Image Verification as displayed and Click on Login.

If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used. If you are a first-time user follow the steps given below:

a. For CDSL: 16 digits beneficiary ID,

For Physical shareholders and other than individual shareholders holding shares in Demat.

PAN Enter your 10-digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA. Dividend Bank Details Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your OR Date of Birth (DOB) demat account or in the company records in order to login.

If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.
After entering these details appropriately, click on “SUBMIT” tab.
Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
Click on the EVSN for the relevant “TAKE Solutions Limited” on which you choose to vote.
On the voting page, you will see “RESOLUTION
DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
If a demat account holder has forgotten the login password, then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

TAKE Solutions Limited

There is also an optional provision to upload BR/ POA if any uploaded, which will be made available to scrutinizer for verification.
Additional Facility for Non - Individual Shareholders and Custodians – For Remote E-voting only
Non-Individual shareholders (i.e., other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.
It is mandatory that a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
Alternatively, Non-Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; investorrelations@ takesolutions.com (designated email address by company), if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

OTHER INSTRUCTIONS:

I. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s).
II. The voting rights of Shareholders shall be in proportion to their shares of the paid-up Equity Share Capital of the Company as on the cut-off date of i.e. Monday, August 7, 2023. Any person, who acquires shares of the Company and becomes member of the Company after dispatch of the notice and holding shares on the cut-off date may obtain the login ID and password by sending an email to helpdesk.evoting@ cdslindia.com or investorrelations@takesolutions. com by mentioning their Folio No./DP ID and Client ID. However, if you are already registered with CDSL for remote e-voting then you can use your existing user ID and password for casting your vote. Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently.
The Members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again.
III. Mr. Ajay Kumar Bantia, Partner, M/s. AKB and Associates Company Secretaries LLP, Chennai, (Membership No. F10357 and Certificate of Practice No. 13620) has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.
IV. The scrutinizer shall immediately after the conclusion of voting at the general meeting, first count the votes cast at the meeting, thereafter unblock the votes cast through e-voting in the presence of at least two witnesses who are not in the employment of the Company and within 48 hours from the conclusion of the meeting make a consolidated Scrutinizer’s Report of the total votes cast in favor or against, if any, to the Chairman or person authorized by the Chairman in writing for counter signature.
The Results shall be declared either by the Chairman or by an authorized person of the Chairman and the resolution will be deemed to have been passed on the AGM date subject to receipt of the requisite number of votes in favor of the Resolution(s).
T he Results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.takesolutions.com and on the website of CDSL www.evotingindia.com and also forward the same to the stock exchange where the Company’s’ share are listed immediately after the result is declared by the Chairman.

THE INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OVAM & E-VOTING DURING MEETING ARE AS UNDER: -

The procedure for attending meetings & e-Voting on the day of the AGM is same as the instructions mentioned above for e-voting.
The link for VC/OVAM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-voting.
Shareholders who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.
Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
Shareholders who would like to express their views/ ask questions during the meeting may register themselves as a speaker by sending their request in advance mentioning their name, demat account number/folio number, email id, mobile number at [email protected] from Thursday,

6 TAKE Solutions Limited

August 3, 2023 (9:00 hrs IST) to Wednesday, August 9, 2023 (17:00 hrs IST). The shareholders who do not wish to speak during the AGM but have queries may send their queries in within the above-mentioned time period prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at [email protected]

Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.
Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.
If any votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders may be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.
Demat shareholders can please update your email id & mobile no. with your respective Depository Participant (DP).
Individual Demat shareholders can please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at toll free no. 1800 22 55 33.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia. com or call at toll free no. 1800 22 55 33.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL ADDRESSES ARE NOT REGISTERED WITH THE DEPOSITORIES FOR OBTAINING LOGIN CREDENTIALS FOR E-VOTING FOR THE RESOLUTIONS PROPOSED IN THIS NOTICE:

Physical shareholders can please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company/RTA email id.

By Order of the Board For TAKE Solutions Limited

Place: Chennai Date: May 29, 2023

Srinivasan. P Company Secretary Membership No. FCS: 8391

TAKE Solutions Limited

Annexure-I

Disclosure pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

Name of the Director	Mr. Chella Gowrishankar
Director Identifcation Number (DIN)	00269690
Date of Birth/Age	December 3, 1956 66years
Nationality	Indian
Date of Appointment on Board	June 30, 2022
Qualifcation	Chemical Engineer Post-Graduation in Industrial Management
Expertise in specifc functional area	Agro Based Process Industries, Information Technology
Shareholding in the Company	16,635 shares (0.01%)
Listed entities in which the person also holds directorship and the membership of Committees of the board	NIL
Listed entities from which the person has resigned in thepast threeyears	NIL
Skills and capabilities required for the role and the manner in which proposed person meets such requirements	NA

There are no inter-se relation between the Board Members.

8 TAKE Solutions Limited

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Management About Discussion & 03 TAKE Solutions 06 Analysis Our Statutory 04 Credentials 15 Section Finance Financial 64 Section 05 Highlights

2 TAKE Solutions Limited

About TAKE Solutions

Welcome to TAKE Solutions’ 2023 Annual Report. As an insight-driven solutions provider, we are dedicated to delivering exceptional services and transformative support to our clients in the Life Sciences sector. With our deep domain expertise, cutting-edge technology solutions, best practices, and talented workforce, we deliver technology-driven healthcare services to our clients.

At TAKE Solutions, we understand the importance of leveraging technology to enhance patient centricity and gain knowledgeable insights. Our digital solutions enable us to provide personalized healthcare experiences and improve patient outcomes. By adopting cloud-based platforms, we transform payer solutions, enabling effective analysis of behavioral insights and enhancing the interoperability between payers and providers. This integration fosters personalized solutions and empowers healthcare stakeholders to make informed decisions.

We are the preferred partners for conducting scientifically challenging Bioavailability (BA) and Bioequivalence (BE) studies, including multi-drug combination Inhalation studies, euglycemic clamp studies, PK/PD endpoint studies, and Pharmacokinetic (PK) studies with special populations and patients. Our expert team is experienced in providing timely, high-quality outcomes while adhering to regulatory requirements. We specialize in fast-track studies, enabling our clients to achieve a first-to-market strategy. Our clinical laboratories, which perform pathology testing, hold accreditations from NABL (National Accreditation Board for Laboratories; ISO15189-2012) and CAP (College of American Pathologists), ensuring the highest standards of quality and accuracy.

Our success is built upon an exceptional team of over 180 industry specialists, with over 60% holding advanced degrees such as Ph.D. or Masters. These dedicated professionals bring a wealth of experience and expertise to our company, ensuring the highest level of service delivery. We have invested in state-of-the-art infrastructure, including clinical labs and analytical labs, which have undergone successful audits by global regulatory authorities, with no significant observations. With this infrastructure, we have conducted over 1500 Bioequivalence studies and developed over 450 protocols (Bioanalytical methods), positioning us as a leader in the field.

Our state-of-art facilities are approved by DCGI, NPRA Malaysia and self identified with USFDA. The facilities, systems and processes have been inspected successfully by the USFDA, WHO, ANSM, AGES, Thai FDA, NPRA & DCGI. Many studies performed at our facilities are submitted, evaluated and accepted across the globe (eg: Health Canada, EU member states, Indonesia and Australia). 20 successful inspections across 5 regulators in the last 10 years with zero observations make us a strategic partner for many small, medium and large pharma.

As we present our 2023 Annual Report, we express our gratitude to our valued clients, partners, and stakeholders for their trust and support. We remain committed to delivering exceptional results, driving innovation, and making a positive impact on the industries we serve. We are confident in our ability to navigate the evolving landscape and seize opportunities for continued success.

Thank you for your continued trust in TAKE Solutions.

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TAKE Solutions Limited

Our Credentials

Our commitment to delivering exceptional services and fostering enduring partnerships has solidified our position as a trusted provider in the generics industry.

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Experience
1500+ 450+ 17+
Bioavailability and validated years of servicing the
Bioequivalence studies bio-analytical methods Generics industry
Expertise
180+ 60+% 40+
generics experts hold a Ph.D/ successful regulatory audits
Masters degree across our facilities
Scale
50+ 300+ 25,000+
generics companies beds across three healthy volunteers
across the globe Clinical facilities
2 Bioanalytical Labs
GLP and 21CFR part 11 compliant bio-analytical laboratories with 13 LC-MS/MS( Liquid
chromatography-Mass spectrometry/Mass spectrometry), 2 ICPMS (Inductively coupled
plasma mass spectrometry) and LBA (Ligand binding assay) platforms
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Customer Base:

30 +clients across the United States, European Union, and India, with a particular focus on the Generics segment.

Regulatory Excellence:

over 70% of our regulatory filings are submitted to the United States Food and Drug Administration (FDA), with an additional 15% submitted to the European Medicines Agency (EMA) and Health Canada regulatory authorities.

Locations:

4 world class facilities in Bangalore, Mangalore, Manipal and Chennai. There has been successful completion of the expansion of our facilities in Manipal. With required regulatory approvals already in place, this expansion further strengthens our operational capabilities.

Competitive Advantage

TAKE Solutions has developed a robust competitive edge by leveraging quality resources, research focus, and unique intellectual property (IP) and knowledge repository across multiple therapeutic areas. This, combined with our marquee client relationships, positions us as a preferred partner for our customers, enabling us to stay ahead in a dynamic market environment.

TAKE Solutions Limited

Financial Highlights

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FY23 FY22 FY21 FY20 FY19
1,891
6,526
Revenue
7,740
20,129
20,390
0 5000 10000 15000 20000 25000 INR Mn
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FY23 FY22 FY21 FY20 FY19
(190)
101
(730)
Operating EBITDA
1,689
3,835
0 500 1000 1500 2000 2500 3000 3500 4000 INR Mn
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TAKE Solutions Limited

Management Discussion & Analysis

Industry Outlook

GLOBAL ECONOMY

The global economy is expected to grow at a slower pace in 2023 and 2024 than in 2022. The IMF has forecast global growth of 2.8% in 2023 and 3.0% in 2024, down from 3.4% in 2022. There are a number of factors that are contributing to the slowdown in global growth. These include (i) The war in Ukraine, which has disrupted trade and investment and led to higher energy and food prices; (ii) The tightening of monetary policy in major economies, which is designed to cool inflation but is also likely to weigh on economic activity; (iii) The slowdown in China, the world’s second-largest economy.

Despite the slowdown, there are some bright spots in the global economy. The United States is expected to continue to grow at a healthy pace, and emerging markets and developing economies are expected to grow at a faster pace than advanced economies. Inflation is also expected to remain elevated in 2023 and 2024. The IMF has forecast inflation of 6.6% in advanced economies and 8.7% in emerging

markets and developing economies in 2023.

The main risks to the global economic outlook are: (i) A prolonged war in Ukraine, which could lead to a further escalation of energy and food prices and a more pronounced slowdown in global growth; (ii) A more aggressive tightening of monetary policy in major economies, which could lead to a recession; (iii) A sharp slowdown in China, which could have a significant impact on global trade and investment.

Source: International Monetary Fund (IMF)

INDIAN ECONOMY

The global economy has faced multiple crises over the past two years, including liquidity troubles caused by global bank crises. These uncertainties have led to a lack of confidence among consumers and businesses, which has impacted economic growth. The World Bank is concerned that this could result in a “lost decade” of economic growth. However, despite this, many market analysts believe that India could see significant growth over the next few years.

Recent data revisions suggest that India’s economy has fared better than previously thought, and the IMF expects India to grow at an average rate of 6.1% over the next five years. While the global economy continues to struggle, India’s economy is expected to grow at a moderate pace of 6.0% to 6.5% in FY 2023-24. Investments are expected to play a significant role in driving sustainable growth, and favorable demographics could support this growth in the medium term. While the world has learned to live with the pandemic, geopolitical crises, supply chain reorientations, global inflation, and tight monetary policy conditions could still impact the economic outlook. Overall, the outlook for the Indian economy remains positive.

GLOBAL CLINICAL RESEARCH INDUSTRY

According to a report by Global Industry Analysts, the Global Contract Research Outsourcing Market, which includes clinical, discovery, preclinical, and lab services, is projected to reach $67.1 billion by 2026 from $50.25 billion in 2022 at a CAGR of 7.5%. The United States market is estimated to be worth $20.1 billion in 2022 and

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TAKE Solutions Limited

currently holds a 40% share of the global market. The growth in North America is attributed to the presence of significant investments in research and development (R&D) for new drugs and therapies, advanced infrastructure for clinical research, and government incentive programs in the United States and Canada. The APAC region contributes to about 13.5%, valued at $6.76 Mn in 2022. The APAC region is projected to grow at a higher CAGR of 8.34% over the next 5 years.

One of the key reasons for this growth is the increasing number of drugs under development. The number of drugs in the R&D pipeline grew from 17,737 in 2020 to 20,109 in 2022. The number of newly registered studies went up from 32,517 in 2019 to 36,770 in 2022, at a CAGR of 4.2% between 2019 and 2022. This growth in the R&D pipeline is boosting the outsourcing of the drug development process with an aim to manage capacities and access

scientific and process innovations to develop cost-effective and efficient drug molecules ultimately. This is expected to provide strong tailwinds for the CRO industry over the next few years.

Source: Markets and Markets, pharma r&d annual review, clinicaltrials.gov

GENERICS INDUSTRY

The global market for generic drugs was valued at USD 439.37 billion in 2022 and is estimated to reach approximately USD 670.82 billion by 2030, growing at a compound annual growth rate (CAGR) of 5.4% between 2022 and 2030. The forecast period indicates a significant increase in the global generic drugs market. The main factor driving the growth of this industry in the near future is the lower cost of generics as an alternative to branded drugs. Moreover, the adoption of Robotic Process Automation (RPA) to ensure compliance with regulations and

standards presents lucrative growth opportunities for key players in the market. RPA utilizes artificial intelligence (AI) technology to automate routine tasks, allowing industry players to focus on more advanced value-added activities. This trend of using RPA to ensure compliance is expected to gain traction in the generic drugs market. Pharmaceutical companies commonly employ RPA systems for high-volume research and development (R&D) and production activities. The RPA technology involves software that performs various tasks such as data entry, measurements, and completion of necessary activities, with the aim of achieving faster procedures and cost reduction while ensuring regulatory conformity.

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TAKE Solutions Limited

A patent cliff is looming once again for the biopharma industry, $236 billion worth of patents expiring between now and 2030. In the next eight years, more than 190 drugs will go off-patent. Of those, 69 are blockbuster drugs (annual sales of at least $1 billion). Many of the drugs are biologics across multiple therapeutic areas with respiratory diseases, type II diabetes and oncology being the top areas.

Stringent regulations pose a major obstacle to the growth of generic drugs as the FDA scrutinizes the accuracy, side effects, and ingredients used in these drugs. Non-compliance with regulatory guidelines often

leads to drug recalls. This in turn fuels the demand for partnering with experienced CROs that are capable of navigating these complexities and delivering the desired outcomes. CROs are equipped with a dedicated team of professionals who possess extensive knowledge and expertise in complex segments of the generics market. They can help streamline the R&D process, ensuring efficient study design, patient recruitment, and data collection. Resulting in accelerated timelines for developing and submitting an ANDA (An abbreviated new drug application (ANDA) contains data which is submitted to FDA for the review and potential approval of a generic drug product.)

As a testimony to the rebound of the generics drug development industry, a total of 742 ANDA approvals were granted during the calendar year 2022, registering a growth of 17% over last year. Additionally, 136 Tentative Approvals were also granted, again a similar growth over 2021 numbers (117) as seen for final ANDA approvals. Indian players contributed a large proportion of the incremental number of approvals this year, with 355 or 48% of total ANDA approvals, further consolidating their share from 42% (267 approvals) from last year.

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8 TAKE Solutions Limited

The number of “First generics” approved by FDA is also on the rise. “First generics” are just what they sound like—the first approval by FDA which permits a manufacturer to market a generic drug product in the United States. The agency approved 107 “first generics” in 2022, up from 93 in 2021 and 72 in 2020. 63 approvals of the 107 in 2022 were granted through the Competitive Generic Therapy (CGT) route. CGT is a special pathway for accelerated approvals created by FDA for drugs that are classified as “drugs with inadequate generic competition”.

Companies have not only maintained the momentum but also accelerated filings, even during the ongoing waves of the COVID-19 pandemic, resulting in a higher number of ANDA approvals in 2022 across all dosage forms, competition levels, and product complexity including drug-device combination products. We may see a higher number of approvals through the Competitive Generic Therapy (CGT) route in the future as the list of open opportunities gets expanded and companies gain experience. Overall, the global generics studies market valued at USD 679.8 Mn in 2022 is expected to grow at a CAGR of 8.3% over the next 5 years.

Source: Precedence Research, Global View Research, FDA, expresspharma

BUSINESS HIGHLIGHTS

The company boasts over two decades of market presence, establishing us as a respected and reliable entity in the Generics industry. With deep customer relationships, we have forged partnerships with marquee pharma majors. These enduring connections are a testament to our commitment to providing exceptional services. Our global footprint allows us to cater to a wide range of customers across the United States, European Union, and India, with a particular focus on the Generics segment, where complex segment specialization is required to address the unique demands of the US and other global markets.

Regulatory compliance is at the core of our operations, and we take pride in our track record of meeting stringent quality standards. Over 70% of our regulatory filings are with the FDA, reflecting our dedication to satisfying the rigorous requirements set by the US regulatory authority. Additionally, we have submitted 15% of our filings to the EMA and Canadian regulatory authorities, demonstrating our commitment to global regulatory standards.

We have extensive experience with respiratory generics, completing over 20 studies across 200 sites and enrolled over 3600 patients. Our state-of-the-art clinical laboratories meet stringent requirements to conduct any inhalation study. We have close to 20 bioanalytical methods developed for respiratory diseases and have the capability to develop new methods within 4 weeks. We have also invested in and built up the necessary expertise and infrastructure to support all biosimilar insulin products targeted at treating diabetes. Our diabetes clinical trial experience includes over 20 studies across 450 sites including over 4500 patients. We are poised to take full advantage of the drugs coming off patent in the coming decade.

Our focus on quality resources, research, and unique intellectual property has established a robust competitive moat. This, combined with our extensive knowledge repository across several therapeutic areas and marquee client relationships, gives us a distinct advantage in the market. Furthermore, the recent expansion of our facilities, coupled with the necessary regulatory approvals in place, presents significant opportunities for further growth in both topline and profitability.

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TAKE Solutions Limited

Risk Management

The company recognizes the significance of risk management and considers it a fundamental element of sound corporate governance. We remain committed to integrating risk management into our daily operations and culture, as stated in our Quality Management practices.

Aligning our Risk Management Policies with our long term goals

Our company consistently evaluates and supervises our risk management and internal control framework, embodying our identity as a responsible company driven by goals to improve patient outcomes.

Enabling Effective Enterprise Risk Management

Our approach involves creating enterprise risk plans that provide a detailed account of each risk, its context, our assessment, risk appetite, treatment strategies, and the necessary actions for businesses to mitigate the risk in accordance with our internal control framework.

The Enterprise Risk Management process consists of the following five steps:

Risk and Opportunity Identification :

Identify potential risks and opportunities for key processes within the organization.

Risk Impact Evaluation :

Assess the potential impact of identified risks across various business operations.

Mitigation Plan Development :

Develop a comprehensive plan to mitigate the identified risks, ensuring alignment with the organization’s Risk Appetite.

Ongoing Risk Monitoring: Regularly monitor the identified risks
Effective Risk Reporting : Provide updates to the Risk Management Committee to ensure effective oversight.

Proactive Risk Management

Our company emphasizes proactive risk management and compliance at all levels. To achieve this, our risk management committee continuously identifies emerging risks as an ongoing process.

The company has classified the risks into five categories:

i. Strategic risks
ii. Operational risks

iii. Data Privacy and Cyber Security risks

iv. Financial risks
v. Compliance Risks

Each identified risk is assessed according to its probability and impact on the company.

Board Oversight – Risk Management Committee

The Board of Directors has formed an internal risk management committee to identify, evaluate, mitigate and monitor the risk management in the company. The primary objectives of the Committee is to assist the Board in the following:

To provide an oversight for all categories of risk and promulgate risk culture in the organization.
To adopt leading risk management practices in the industry and manage risk proactively at organizational level.
Help to develop a culture of the enterprise that all levels of people understand risks.
Provide input to management of risk appetite and tolerance and monitor the organization’s risk on an ongoing basis.
Approve and review risk management plan which includes company’s risk management structure, framework, methodologies adopted, guidelines and details of assurance and review of the risk management process.
Monitor risks and risk management capabilities and mitigation plans.

Key focus Areas During the Year

Through our risk assessment exercise, we ensure that key risks are effectively managed or that appropriate actions are being taken to address any identified gaps. Within our risk plans, we prioritize the inclusion of controls to address potential issues.

During the year, notable highlights regarding risk management that were reviewed by the Board’s Risk Management Committee included:

Strategic risks to Business model & business stability with a view to containing the impact on operating business & customer engagement and preserving long term shareholder value.
Operating & Compliance risks around expansion of the company’s clinical facilities in Manipal and its successful regulatory certification to commence operations.
Measures adopted to ensure high level of information security and other cyber security measures which were further enhanced during the year.

We maintain stable risk exposure by consistently conducting thorough risk scanning and assessments. These practices provide us with valuable insights that

10 TAKE Solutions Limited

inform the evolution of our control framework, allowing us to adapt and align with changes effectively.

Internal control systems and their adequacy

Adequate internal control systems commensurate with the nature of the Company’s business, size and complexity of its operations are in place and have been operating effectively. The Directors have laid down policies and procedures which are adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to 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. Apart from this your Company has also engaged a fullfledged professional Internal Audit firm to test and check the Internal Controls of all systems and suggest corrective and remedial measures.

has inherent limitations and accordingly, periodic audits and reviews ensure that such systems are updated on regular intervals. The Statutory Auditors have also issued a report on review of Internal Financial Controls (ICFR) and have expressed that the Internal Controls over Financial Reporting are adequate and operating effectively.

Human Resources

Our employees are our utmost important assets. 211 persons were working with the Company as on March 31, 2023. We believe the quality and commitment level of our professionals is at par with the market standards. TAKE continues to focus on key drivers of employee engagements, career progression, learning opportunities, fair performance, rewards and employee well-being by enhancing its HR processes for scale, agility and consistent employee experience. Further, it also organizes workshops enhancing the skill sets of its employees and promoting their overall involvement. Our Company also assigns individual goals to the employees, in alignment to the organizational objectives which not only acts as a strong motivator but also contributes towards improving the overall efficiencies of the business. Moreover, our open door policy aids employees raise their concerns or share their opinions/ suggestions resulting in high engagement levels and lower employee turnover ratio.

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TAKE Solutions Limited

Financial review

The financial statements of TAKE Solutions Ltd and its subsidiaries (collectively referred to as ‘TAKE’ or the ‘Company’ are prepared in compliance with the Companies Act, 2013 and Indian Accounting Standards (IND-AS)). Details of Significant Accounting Policies used for the preparation of the financial statements are presented in the

notes to the consolidated financial statements appended later in this Annual Report. The discussions below relate to the Consolidated Statement of Profit & Loss for the year ended March 31, 2023, and the Consolidated Balance Sheet as at March 31, 2023. The consolidated results are relevant for understanding the financial performance of TAKE.

Results of operations

The five-year financial summary of the company is provided below:

The revenue dropped by 71% year on year (YOY) to ₹ 1,891 Mn from ₹ 6,526 Mn in 2021-22 due to discontinuance of operations arising out of sale of foreign subsidiaries, the revenue is not considered in the year 2022-23.

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In INR Mn
FY23 FY22 Revised FY21 FY20 FY19
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				In INR Mn	In INR Mn
	FY23	FY22 Revised	FY21	FY20	FY19

OPERATIONS
Income from operations	1,891	6,526	7,740	22,129	20,390
Operating EBIDTA	(190)	101	(730)	1,689	3,835
Net Proft / (loss) for the year after Minority Interest	(1,004)	(7,823)	(4,520)	(124)	1,773
Basic Earnings per Share	(6.86)	(53.50)	(30.91)	(0.85)	12.13
Diluted Earnings per Share	(6.86)	(53.50)	(30.91)	(0.84)	12.09
FINANCIAL POSITION
Working Capital	(107)	795	7,164	9,188	8,832
Total Assets	2,244	12,231	18,446	24,833	23,339
Total External borrowings	333	585	5,142	5,532	4,739
Trade Receivables	300	815	4,339	7,008	5,254
Shareholders' Equity	1,086	1,806	11,247	15,753	15,182
OTHER DATA
Net Fixed Assets excluding Goodwill	316	507	4,000	6,190	5,948
Goodwill on Acquisition	-	-	2,640	3,283	3,063
Goodwill on Consolidation	523	539	2,371	2,384	2,315

Total cost during the year stands at ₹ 2,324 Mn. Total cost as a proportion of revenue increased 8.37% from 114.53% in 202122 to 122.90% in 2022-23. Direct Costs are those that are required to be incurred for purposes of completing the contractual obligations entered with customers – Employee and Contracted Resources compensation costs as well as technology licenses, subscriptions, and such related costs necessary for the delivery of contracted services.

	FY23	FY23	FY22 Revised	FY22 Revised
Particulars	Amount (Mn)	% of Total Income	Amount ( Mn)	% of Total Income	Change %
Employee Costs	479	25.33	3,082	47.23	(84.46)
Other Direct Costs	830	43.89	1,929	29.56	(56.97)
TOTAL DIRECT COST	1,309	69.22	5,011	76.79	(73.88)
SGA Expenses	772	40.82	1,415	21.68	(45.44)
Amortization of Capitalized Software Costs	61	3.23	265	4.06	(76.98)
Depreciation	107	5.66	491	7.52	(78.21)
Finance Expenses	75	3.97	293	4.49	(74.40)
TOTAL COST	2,324	122.90	7,474	114.53	(68.91)

12 TAKE Solutions Limited

Employee cost

The Company’s employee benefits cost reduced 84.46% from ₹ 3,082 Mn in 2021-22 to ₹ 479 Mn in 202223. As a percentage of the total cost, employee cost was 20.61% in 202223 against 41.23% in the previous year. Employee costs have come down significantly as an outcome of proactively delayering the organization.

Depreciation

Depreciation and amortization expense for the Company reduced 77.78% from ₹ 756 Mn in 2021-22 to ₹ 168 Mn in 2022-23, accounting for 8.88% of the revenue in 202223 compared to 11.58% in 202122. While write-off of purchased intangibles and tangibles are treated as depreciation, IP developed by the company is amortized.

Finance cost

Finance cost comprised of interest charges on credit facilities availed by the company as well as the related expenses like processing charges.

Interest costs reduced in 2022-23 by 74.40%, as it stood at ₹ 75 Mn against ₹ 293 Mn in 2021-22.

Taxation

Total tax liability for the year stood at ₹ 16.80 Mn against ₹ 48.45 Mn in 2021-22. The tax rate for the

Company stood at -3.71% during the year under review.

Earnings per share

There is an increase in the company’s earnings per share from ₹ (53.50) per share in 2021-22 to ₹ (6.86) in 2022-23.

Share capital

The equity share capital of the Company comprised ₹ 146.23 Mn equity shares of ₹ 1 each. The equity share capital of the Company during the year under review remained stable.

Reserves and surplus

Reserves and surplus of the Company reduced 43.50% from ₹ 1,664 Mn as on March 31, 2022, to ₹ 940 Mn as on March 31, 2023. The reduction was owing to reduced retained earnings derived on account of loss during the year.

Borrowings

Borrowed funds of the Company reduced by 43.08% from ₹ 585 Mn as on March 31, 2022, to ₹ 333 Mn as on March 31, 2023, largely due to the debt repayments. During the year, the company’s long-term borrowing stood at ₹ 122 Mn as on March 31, 2023, as against ₹ 284 Mn as on March 31, 2022. The Company’s gearing stood at 0.31 in 2022-23 compared to 0.33 in 2021-22.

Working capital

Trade receivables as on March 31, 2023, stood at ₹ 300 Mn against ₹ 815 Mn as on March 31, 2022, showing a reduction of 63.19%. Current investments of the Company is nil as on March 31, 2023 and March 31, 2022. The total Current Liabilities have decreased from ₹ 5,243 Mn as on March 31, 2022 to ₹ 1,009 Mn as on March 31, 2023. The trade payables of the company reduced from ₹ 288 Mn March 31, 2022 to ₹ 236 Mn as on March 31, 2023.

Cash and bank balance

The cash and bank balance decreased by 62.03% as it stood at ₹ 112 Mn as on March 31, 2023 compared to ₹ 295 Mn as on March 31, 2022.

Ratio Analysis

In accordance with the SEBI (Listing Obligations and Disclosure Requirements 2018) (Amendment) Regulations, 2018, The Company is required to give details of significant changes (change of 25% or more as compared to the immediately previous financial year) in key sectorspecific financial ratios. The Company has identified the following ratios as key financial ratios:

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Ratio FY23 FY22 Rev Formula
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	Ratio	FY23	FY22 Rev	Formula

(i)	Debtors Turnover	3.39	2.53	Turnover / Average Trade Receivable
(ii)	Interest Coverage Ratio	(3.70)	(1.66)	EBIT/Interest Expense
(iii)	Current Ratio	0.89	1.08	Current Assets / Current Liabilities
(iv)	Debt EquityRatio	0.31	0.32	Net Debt / Shareholders' Equity
(v)	OperatingProft Margin (%)	-10.05%	1.55%	OperatingEBIDTA / OperatingRevenue
(vi)	Net Proft Margin (%)	-24.85%	-12.69%	PAT / OperatingRevenue
(vii)	Return on Networth (%)	-32.50%	-12.69%	PAT / Average Net worth
(viii)	InventoryTurnover Ratio	NA	NA	NA

TAKE Solutions Limited 13

Details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios are as follows:

Interest Coverage Ratio – There has been a decline in the interest coverage ratio (3.70) in 2022-23 against (1.66) in 2021-22.

Operating Profit Margin (%), Net Profit Margin (%) and Return on Net worth (%) – There is a significant decline on the company’s annual performance.

Cash flow statement

The cash flow statement comprises cash flow from operations and cash flow from investing / financing activities. The cash flow from operations indicates the health of the core business of the company. Cash flow from operations has always been positive in the last 10 years and despite exceptional circumstances it remains positive for the year under review.

As with any CRO, the company needs to invest upfront to generate

prospective revenues. The cash flow from investment and financing activities indicates long-term planning. Our divestitures have enabled us to manage liquidity, extending runway to tide over this storm. The Company invests its cash, which otherwise would have been available as free cash, in growing the business organically and inorganically.

14 TAKE Solutions Limited

STATUTORY SECTION

DIRECTORS’ REPORT

Dear Members,

Your Directors’ are pleased to present the Twenty Second (22nd) Annual Report along with audited financial statements – both Standalone and Consolidated, for the financial year ended March 31, 2023.

1. Financial Performance Summary

The Company’s financial highlights for the year ended March 31, 2023, are summarized below: (₹ in Mn)

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Particulars Consolidated Standalone
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Total Income 1,975.17 6,694.44 652.90 352.73
Total Expenses 2,324.00 7,474.49 551.51 328.85
EBITDA (105.89) 269.01 118.65 39.02
Depreciation & Amortization 168.40 756.25 11.11 12.29
Finance Costs 74.54 292.80 6.15 2.85
Profit before exceptional items (348.83) (780.05) 101.39 23.88
Exceptional Items (103.90) - (54.42) (51.42)
Profit before tax (452.73) (780.05) 46.97 (27.54)
Profit for the year from continuing operations (469.53) (828.50) 42.85 (51.20)
Total comprehensive income attributable to: (972.18) (9,443.02) 42.41 (4,771.01)
Shareholders of the Company
Earnings Per Share (6.86) (53.50) 0.29 (32.26)
Equity Shares (in numbers Mn) 146.22 146.22 147.93 147.93
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2. Material changes and commitments affecting the financial position between the end of the financial year and date of the report

There are no material changes or commitments affecting the financial position of the Company, which has occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

3. Company’s Performance

During the year under review, your Company earned a Consolidated Revenue of ₹ 1975.17 Mn as compared to 6694.44 Mn in the financial year 2021-22. The Profit/Loss for the year from continuing operations of ₹ (469.53) Mn as compared to ₹ (828.50) Mn in the financial year 2021-22.

The Company, during the year, had a Standalone Revenue of ₹ 652.90 Mn compared to ₹ 352.73 Mn in the financial year 2021-22. The profit/loss from the continuing operations for the year is ₹ 42.85 Mn as compared to ₹ (51.20) Mn in the financial year 2021-22.

An analysis of the Business and Financial Results are given in the Management Discussion and Analysis which forms part of this Annual Report.

4. Management Discussion and Analysis Report

The Management Discussion and Analysis Report (MD&A), for the year under review, as per provisions of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, inter-alia, capturing your Company’s performance, industry trends and other material changes with respect to your Company’s and its subsidiaries, wherever applicable, is presented separately, which forms part of this Annual Report.

5. Dividend

The company has not declared any dividend for the year due to inadequate profits during the year.

As per statutory requirements and norms, the Dividend Distribution Policy, in terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulation”), is disclosed in the Corporate Governance Report and is also available on Company’s website at https://www.takesolutions.com/ images/corporate_governance1/Dividend-DistributionPolicy.pdf.

6. Capital Structure:

There was no change in the Capital structure i.e. Authorised, Issued and Paid-up Equity Share Capital of the Company during the year.

TAKE Solutions Limited

7. Transfer to General Reserve

An amount of ₹ 91.47 Mn was transferred to General Reserve on account of ESOP exercised/ lapsed by employees. Apart from this, no other amount has been transferred from Profit and Loss to General Reserve for the financial year 2022-23.

8. Holding Company

As on March 31, 2023, the equity holding of TAKE Solutions Pte Ltd, Singapore, the Holding Company is 52.90%.

9. Subsidiaries, Joint Ventures and Associate Companies

As at March 31, 2023, the Company had 2 subsidiaries and 1 step-down subsidiary, the details of which are given elsewhere in the Annual Report under the relevant sections.

Following changes have occurred during the year under review:

The Company’s entire stake in TAKE Solutions Global holding Pte. Ltd. Singapore was disinvested due to an enforced sale by the receivers to a special purpose vehicle.
Acunova Life Science Inc, US a Step Down Subsidiary was dissolved.
Navitas Life Sciences Company Limited, Thailand a Step Down Subsidiary was disinvested.
The Company invested in TAKE Consultancy Services Inc, US, newly incorporated wholly owned subsidiary of the Company.

10. Change in Nature of Business, if any

There were no changes in the nature of business of the Company and its subsidiaries during the financial year ended March 31, 2023.

11. Particulars of loans, guarantees or investments

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the Listing Regulations, disclosure on particulars relating to Loans, Advances, Guarantees, and Investments are provided as under:

a) As on March 31, 2023, the Company had outstanding Corporate guarantee given on behalf of the entities where control exists (disclosed to the extent of the

borrowing outstanding as on Balance Sheet date) which includes Ecron Acunova Limited - Rs. 245.18 Mn and Navitas LLP - Rs. 87.39 Mn.

b) During the year under review, the Company has not availed any loan.
c) During the Financial year, the Company has not made any investment other than investment made in the wholly owned subsidiary.

12. Related Party Transactions

All related party transactions that were entered into during the financial year were on arm’s length basis and in the ordinary course of business. There were no materially significant related party transactions made by the Company during the year with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All related party transactions were presented to the Audit Committee and Board of the Company, specifying the nature, value and terms and conditions of the transactions. The disclosure pertaining to the same has been provided in Form AOC-2 as Annexure 7.

The Policy on related party transactions as approved by the Board is uploaded in the Company’s website at https:// www.takesolutions.com/images/corporate_governance1/ policy-on-related-party-transactions.pdf.

13. Employee Stock Options Scheme

In accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014, the excess of the market price of the underlying Equity Shares as of date of the grant over the exercise price of the option, including upfront payments, if any, is to be recognized and amortized on a straight-line basis over the vesting period.

During the current Financial Year, the Company has not granted any options to its employees under TAKE Solutions Limited Employee Stock Option Scheme 2007.

Disclosure in compliance with the Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014

TAKE Solutions Ltd

Particulars of the ESOP Scheme 2007 as at March 31 2023

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Particulars Series III Series IV Series V Series VI
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Particulars	Series III	Series IV	Series V	Series VI

Grant Price - ₹	73.00	73.00	73.00	73.00
Grant Date	August 07,2015	March 24, 2016,	May 17, 2018	August 07, 2019
Vesting commences on	August 06,2016	March 23, 2017,	May 16, 2019	August 07, 2020,
Vesting Schedule	30% of grant on August 06, 2016, subsequent 30% of grant on August 06, 2017 and balance 40% of grant on August 06, 2018	30% of grant on March 23, 2017, subsequent 30% of grant on March 23, 2018 and balance 40% of grant on March 23, 2019	30% of grant on May 16, 2019, subsequent 30% of grant on May 16, 2020 and balance 40% of grant on May 16, 2021	30% of grant on August 07, 2020, subsequent 30% of grant on August 07, 2021 and balance 40% of grant on August 07, 2022.

16 TAKE Solutions Limited

Option granted and outstanding at the beginning of the year	419,163	70,000	278,000	425,000
Option granted during the year	NIL	NIL	NIL	NIL
Option lapsed and /or withdrawn during the year	319,163	50,000	253,000	400,000
Option exercised during the year against which shares were allotted	NIL	NIL	NIL	NIL
Option granted and outstanding at the end of the year of which - Option vested - Option yet to vest	100,000 NIL	20,000 NIL	25,000 NIL	25,000 NIL

Other Stock option details and the applicable disclosures as stipulated under Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 with regard to Employees Stock Option Plan of the Company are available on the website of the Company at www.takesolutions.com.

14. Foreign Exchange Earnings and Outgoings

During the financial year 2022-23, your Company’s foreign exchange earnings were ₹ 52.21 Mn and foreign exchange outgoings were ₹ 1.72 Mn as against 80.90 Mn of foreign exchange earnings and ₹ 11.99 Mn of foreign exchange outgoings for the financial year 2021-22.

15. Consolidated Financial Statements

The Consolidated Financial Statements of the Company and its subsidiaries have been prepared in accordance with the provisions of Sec 129(3) and Schedule III of the Companies Act, 2013 and Indian Accounting Standards (“Ind-AS”), and other recognized accounting practices and policies. The Consolidated Financials are also available at the website of the Company http://www.takesolutions. com/.

16. Financials of the Company and its Subsidiaries

The detailed Balance Sheet and Statement of Profit and Loss (both Consolidated and Standalone) are provided along with this Annual Report and are also available on the Company’s website at https://www.takesolutions.com/ investor-relation#finance.

The financial statements of the subsidiary Companies are available for inspection by the shareholders at the Registered Office of the Company. The Company will provide free of cost, the copy of the financial statements of its subsidiary companies to the shareholders upon request of the shareholders. However, as required, the financial data of the subsidiaries have been furnished as per Section 129(3) in Form AOC-1 as Annexure 4, which forms part of this Annual Report.

Further, pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, separate audited financial statements of each subsidiary of the Company in respect to a relevant financial year, are

uploaded at least 21 days prior to the date of the Annual General Meeting and are also available at the website of the Company at https://www.takesolutions.com/investorrelation#finance.

17. Other Disclosures

a) Your Company has not accepted any deposits from the public within the meaning of the Companies’ (Acceptance of Deposits) Rules, 2014 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.
b) Your Company has not issued shares with differential voting rights and sweat equity shares during the year under review.
c) Your Company has complied with the applicable Secretarial Standards relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’ during the year.
d) Maintenance of cost records and requirement of cost Audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable to the business activities carried out by the Company.
e) There are no significant or material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.
f) Your Company has neither made any application nor any proceeding pending under the Insolvency and Bankruptcy Code 2016, during the year.

18. Corporate Governance

Your Company believes in adopting best practices of corporate governance. Your Company strives to maintain high standards of Corporate Governance through interactions with all stakeholders. As per the Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements), Regulation, 2015, a separate section on Corporate Governance followed by your Company, along with a certificate from the auditors confirming the level of compliance with the corporate governance norms under SEBI LODR Regulation 2015 is attached and forms part of the Board’s Report as Annexure 1.

TAKE Solutions Limited

19. Internal Control And Its Adequacy:

Adequate internal control systems commensurate with the nature of the Company’s business, size and complexity of its operations are in place and have been operating effectively. The Directors have laid down policies and procedures which are adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to 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. Apart from this, your Company has also engaged a fullfledged professional Internal Audit firm to test and check the Internal Controls of all systems and suggest corrective and remedial measures.

The Audit Committee deliberated with the members of the Management, considered the systems as laid down and met the internal audit team and statutory auditors to ascertain their views on the internal financial control systems. The Audit Committee satisfied itself as to the adequacy and effectiveness of the internal financial control systems as laid down and kept the Board of Directors informed. However, the Company recognises that no matter how the internal control framework is, it has inherent limitations and accordingly, periodic audits and reviews ensure that such systems are updated at regular intervals. The Statutory Auditors have also issued a report on review of Internal Financial Controls (ICFR) and have expressed that the Internal Controls over Financial Reporting are adequate and operating effectively.

20. Internal Audit

Internal Audit of the company is handled by M/s. Prasan & Associates, an independent Chartered Accountant firm, for evaluating the adequacy of internal controls and concurrently reviews majority of the transactions in value terms. Independence of the firm and compliance is ensured by the direct reporting of the firm to the Audit Committee of the Board.

21. Statutory Audit

M/s. Sundar Srini & Sridhar, Chartered Accountants (ICAI Registration No. 004201S) were appointed as Statutory Auditors of the Company for a term of five years commencing from conclusion of 21st Annual General Meeting till the conclusion of 26th Annual General Meeting. The Statutory Auditors report on the financial statements (Standalone and Consolidated) contains a qualified opinion as provided hereunder:

Qualifcations on Standalone Financial Statements:

(i) The business carried on by Navitas LLP is severely impacted during the year on account of enforced sale of wholly owned subsidiary and other factor as stated in Note No. 2.30 and Note No.13. Further, in accordance with Ind AS 109, the Company has not assessed the changes in risk/expected cash shortfall to determine expected credit loss allowance to be recognised in respect of the financial guarantees given to lenders of LLP for the loans availed by Navitas LLP and the balance outstanding loan in the books of said LLP as on March 31, 2023 is ₹ 87.39 Mn. Hence, we are unable to

comment on the consequential impact, if any, on the standalone financial statements.

(ii) Standalone financial statements show tax assets to an extent of ₹ 90.70 Mn pertaining to the financial period ending upto March 31, 2020. In the absence of sufficient appropriate evidence to corroborate management’s assessment of recoverability of these balances we are unable to comment on the carrying value of above receivables and the shortfall, if any, on the amount that would be ultimately realizable from the tax authorities.

Response by the Management

(i) The Enforced sale by the Creditors of TSL’s overseas subsidiary has impacted the business of Navitas LLP substantially. The management is trying to manage the situation and explore alternative growth options to stabilize the business. These have been tabled at the Board and are pending conclusion at this point of time.
(ii) Tax assets recognised in the Standalone Financial statements are sub-judice in various appellate authorities including the High Court and are recoverable in the opinion of the management, upon completion of the assessment/proceedings by the authorities.

Qualifications on Consolidated Financial Statements:

(i) Tax assets appearing in the consolidated financial statements include an amount of INR 90.70 Mn pertaining to the Holding Company in respect of the financial periods ending upto March 31, 2020. In the absence of sufficient appropriate evidence to corroborate management’s assessment of recoverability of these balances we are unable to comment on the carrying value of above receivables and the shortfall, if any, on the amount that would be ultimately realizable from the tax authorities.
(ii) As stated in Note No 15(b) Contract Assets of INR 240.99 Mn disclosed under current financial assets and deferred revenue to an extent of INR 245.40 Mn disclosed under other current liabilities pertaining to businesses which were novated needs to be reconciled as on March 31, 2023. In the absence of such reconciliation statement, we are unable to comment on the impact on the consolidated financial statements and as stated in Note No 15(b) disclosures in respect of movement in contract balances and deferred revenue and remaining performance obligation as at the end of the reporting period could not be made in accordance with Ind AS.
(iii) No impairment assessment on trade receivables whose net carrying value is INR 122.10 Mn have been carried out by the Navitas LLP as stated in Note No 15(c) as at 31st March 2023 as the business operations are severely impacted as stated in Note No 14 to the consolidated financial statements. In the absence of sufficient appropriate evidence, we are unable to comment on consequential adjustments if any, that may be required to be made in the carrying value of the trade receivables. Further, Considering the business operations of the said LLP are severely impacted, we are unable to comment on the usage/recoverability of indirect tax credit/receivables of INR 36.20 Mn. Further,

18 TAKE Solutions Limited

material uncertainty regarding LLP’s ability to continue as a going concern exist and may require adjustments to the carrying value of its assets and liabilities which could not be quantified in the absence of requisite information.

Response by the Management

(i) Tax assets recognised in the Consolidated Financial statements are sub-judice in various appellate authorities including the High Court and are recoverable in the opinion of the management, upon completion of the assessment/proceedings by the authorities.
(ii) Unbilled Revenue and Deferred revenue referred in Note 5(b) are under reconciliation & confirmation with the customers; According to the management, the adjustments if any required upon completion of the reconciliation, will not be material.
(iii) The management is in discussions with customers exploring options to stabilize the business of Navitas LLP and collect recoverables as well as utilise tax credit.

22. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. AKB & Associates Company Secretaries LLP, Practicing Company Secretary, to carry out the Secretarial Audit for the financial year ended March 31, 2023. The Secretarial Audit Report in Form MR-3 for the financial year ended March 31,2023 is enclosed as Annexure 2 to this Report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report.

23. Reporting of Frauds by Auditors

Pursuant to provisions of the Section 143(12) of the Companies Act, 2013, neither the Statutory Auditors nor the Secretarial Auditor has reported any incident of fraud to the Audit, Risk and Compliance Committee during the year under review.

24. Transfer of Unpaid and Unclaimed Amount to Investor Education and Protection Fund (IEPF)

In accordance with the provisions of Companies Act, 2013 and the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“Rules”), the Company is required to transfer the following amount to IEPF established by the Government of India: -

a) the dividend that remains unpaid or unclaimed for a period of seven (7) years.
b) the shares on which dividend has not been paid or claimed by the shareholders for seven (7) consecutive years or more.
c) Accordingly, your Company in its various communications to the shareholders from time to time, request them to claim their unpaid/unclaimed amount of dividend and shares due for transfer to the IEPF account established by Central Government. Further, in compliance with the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules) including statutory modifications thereof, the Company publishes notice in newspapers and also sends specific letters to all the

shareholders, whose shares are due to be transferred to IEPF, to enable them to claim their rightful dues.

d) During the year under review, the company was required to transfer unclaimed amounts pertaining to the dividend declared for the Financial Years 2014-15 Final, 2015-16 First Interim and 2015-16 Second Interim. Out of the three, unclaimed dividend for the Financial Year 2014-15 Final and 2015-16 First Interim Interim amounting to ₹ 1,45,544 and ₹ 1,16,331 respectively had already been transferred to IEPF account. With respect to 2015-16 Second Interim, the company had transferred the unclaimed dividend amounting to ₹ 1,42,513 on April 4, 2023 as per the stipulated timelines.
e) The unclaimed amount pertaining to the dividend declared for the Financial Year 2015-16 – Final Dividend, 2016-17 - 1st Interim Dividend and 2016-17 - 2nd Interim Dividend shall be transferred to IEPF on October 2, 2023, December 10, 2023, and March 11, 2024, respectively.
f) Details of unclaimed dividend as on March 31, 2023, has been provided under the Corporate Governance Report that forms part of this Annual Report.

Members who have so far not encashed their dividend warrant(s) or those yet to claim their dividend amounts may write to the Company Secretary/Company’s Registrar and Share Transfer Agent (M/s. Link Intime India Private Limited).

25. Business Responsibility and Sustainability Report (BRSR)

Pursuant to Regulation 34(2)(f) of SEBI (LODR) Regulations 2015 and the amendment dated May 5, 2021, with effect from financial year 2022-2023, the top one thousand listed entities based on market capitalization shall submit a Business Responsibility and Sustainability Report (BRSR) in the format as specified by the Board from time to time.

Since the Company was not in top 1000 listed entities as on March 31, 2022 and thereafter, the Company shall not be required to submit BRSR under Regulation 34(2)(f) of the SEBI LODR Regulations.

26. Risk Management

Your Company also has a Risk Management Framework in place covering critical areas of Operations. This framework is reviewed periodically keeping in mind the business dynamics and external environment and provides the guidelines for managing the various risks across the business.

Further details on risk management can be found in the Risk Management Report, a part of this Annual Report.

27. Code for Prevention of Insider Trading

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Company’s website at https://www.takesolutions.com/images/corporate governance/code-of-conduct-for-prohibition-of-insidertrading.pdf.

TAKE Solutions Limited 19

28. Vigil Mechanism/Whistle Blower Policy

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations, to report concerns about unethical behavior. The details of the policy have been disclosed in the Corporate Governance Report, which is part of this report and is also available on Company’s website at https://www. takesolutions.com/images/corporate governance/whistleblower-policy.pdf.

29. Information Required under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

Your Company has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has also instituted a policy and framework for employees to report sexual harassment cases at workplace. The Company’s process ensures complete anonymity and confidentiality of information. Adequate workshops and awareness programmed against sexual harassment are conducted across the organization. There were no complaints pending for the redressal at the beginning of the year and no complaints received during the financial year by the Company’s POSH Committee. The Policy on Sexual Harassment of Women at Workplace is available on Company’s website at https://www.takesolutions.com/ images/corporate governance/policy-on-prevention-ofsexual-harassment-at-workplace.pdf.

30. Particulars of Employees

Information required pursuant to 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 provided as Annexure 6A to this report. Pursuant to Section 197(12) of the Companies Act, 2013 read with the Rule 5 of the Companies (Appointment of Managerial Personnel) Rules, 2014, no employee who draw a remuneration of more than ₹ 1.20 crores per annum or ₹ 8.5 lakh per month, was employed throughout the financial year or part of the Financial Year.

31. Corporate Social Responsibility

Your Company has always been committed to Corporate Social Responsibility (CSR) & sustainability initiatives. As per the provisions of the Companies Act, 2013, a company meeting the specified criteria shall spend at least 2% of its average net profits for three immediately preceding financial years towards CSR activities. Since 2013, Your Company has contributed towards multiple worthy causes, often going above and beyond this mandate.

During the year under review, since the Company has not crossed the thresholds as specified under section 135 of the Companies Act, 2013, the Company is not required to spend any amount towards Corporate Social Responsibility Activities.

Your Company continues to support causes across healthcare, education and environmental sustainability, and we look forward to taking up many more critical projects in better times ahead. The detailed CSR report in terms of Section 135 of the Companies Act, 2013, is a part of this report as Annexure-5.

Contents of CSR Policy is also available on Company’s website, at https://www.takesolutions.com/images/abouttake/Corporate-Social-Responsibility.pdf.

32. Particulars Regarding Conservation of Energy, Research and Development, and Technology Absorption

a. Measures taken to reduce energy consumption:
Continual improvement of 9 % efficiency by optimal cooling of work areas and data centers, preventive maintenance in the UPS and AC plant to ensure efficient working of the equipment, utilization of lights and stand- alone air conditioners only when required and disposal of HW obsolesces.
TAKE corporate office is outfitted with LED lighting with controls programmed for usage and shut-off with manual override by using motion sensor in the cabins and meeting rooms. Cassette AC round flow of 360° air discharge for optimum energy efficiency and comfort.
Motion Sensors have been placed in meeting rooms & cabin areas to control the lighting usage effectively. By turning off the lights when no one is using the room, it helps in lowering energy waste and thereby, safeguarding the environment.
b. Technology Absorption –
Adoption of XDR (Extended Detection and Recovery) to obtain secure better outcomes, Optimize Security Operation, Harmonize and simplify response across Enterprises. It also provides applications, vulnerability and security configuration visibility at Endpoints.
Adoption of Cloud Service better availability and manageability for Business application. It also provides Secure access for authenticated users.
Adoption of DRaaS ( Disaster as a Service ) for onpremise business application backup copy on cloud to provide continuous business application availability in the event of disaster
Adoption of Muti-Factor Authentication for VPN Network to provide secure access to on-prem business application, File server, etc.
Adoption of Multi Factor Authentication to login our O365 Mail service, it provides additional security by requiring a second form of verification and delivers strong authentication through a range of easy-to-use validation methods from the users mobile devices.
Adoption of Microsoft Teams for business as an internal official communication tool along with Integrated audio conference bridge which allows participants to dial into Microsoft Teams meetings via multiple devices for the O365 users.
Adoption of Data loss prevention (DLP) which will ensure that sensitive data is not lost, misused, or accessed by unauthorized users, will also help us to meet compliance and auditing requirements and identify areas of weakness and anomalies for forensics and incident response.
Adoption of ADSelfService which has integrated selfservice password management and single sign on solution. This solution helps domain users perform

20 TAKE Solutions Limited

self-service password reset, self-service account unlocks, employee self-update of personal details in Microsoft Windows Active Directory. It also offers Windows two-factor authentication for all remote and local logins. Administrators find it easy to automate password resets, account unlocks while optimizing IT expenses associated with help desk calls.

Adoption of Next Generation AV solution, Endpoint detection and response (EDR), also known as endpoint threat detection and response (ETDR), is an integrated endpoint security solution that combines real-time continuous monitoring and collection of endpoint data with rules-based automated response and analysis capabilities, which are designed to detect and remove any malware or any other form of malicious activity on a network.
Adoption of enterprise-ready security monitoring solution named “Wazuh” for threat detection, integrity monitoring, incident response and compliance, which will be used to collect, aggregate, index and analyze security data, helping organizations detect intrusions, threats and behavioral anomalies.
Adoption of “UpGuard Breachsight”, which helps to assess our organization’s security posture that is easyto-understand and also helps to improve our security and find leaked employee credentials exposed to the public Internet, typo squatted domains and software vulnerabilities
Adoption of Privileged Access Management (PAM) refers to systems that securely manage the accounts of users who have elevated permissions to critical, corporate resources, those user accounts are high value targets for cyber criminals. It helps to ensure that any unauthorized access to target systems is denied,
Dedicated SOC (Security Operation Center) team has formed to focus on Security Threat Monitoring and Response. This team will closely work with Blue team to fix vulnerabilities found in the IT systems.
Adoption of 3-2-1 Backup Strategy to keep 3 copy of critical data. Two copies will be in two different physically separated storage in on-site and one copy will be available in off-site.
Adoption of SOAR (Security Orchestration, Automation and Response) for Critical Infrastructures services. Also integrated with SIEM (Security Incident & Event Management) for Deep analysis.

33. Extract of Annual Return

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on March 31, 2023, is available in the Company website and can be accessed at https://www.takesolutions.com/images/ reports/2023/Annual_Return_2022-2023.pdf.

34. Board of Directors

a) Board’s Composition and Independence
Your Company’s Board consists of industry leaders and visionaries who provide strategic direction and guidance to the organization. As on March 31 2023, the Board comprised of one Executive Director and

four Non-Executive Independent Directors and two Non-Executive Directors. None of the Directors of your Company are disqualified as per Section 164(2) of the Companies Act, 2013. Your directors have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and Listing Regulations.

Definition of ‘Independence’ of Directors is derived from Regulation 16 of the Listing Regulations and Section 149(6) of the Companies Act, 2013. The Company has received necessary declarations under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the Listing Regulations, from the Independent Directors stating that they meet the prescribed criteria for independence. The Board, after undertaking assessment and on evaluation of the relationships disclosed, considered the following Non-Executive Directors as Independent Directors:
a) Mr. Rangasami Seshadri
b) Mr. Ramesh Gopal
c) Dr. Nagarajan Chandrasekaran
d) Ms. Kiran Sharma

All Independent Directors have also affirmed compliance to the code of conduct for independent directors as prescribed in Schedule IV to the Companies Act, 2013. For the purpose of Rule 8(5(iiia)) of the Companies (Accounts) Rules, 2014, the Board affirms the integrity, expertise and experience (including the proficiency) of the Independent Director appointed during the year ended March 31, 2023. List of key skills, expertise and core competencies of the Board members is provided in Corporate Governance Report, which forms part of the Annual Report.

b) Committees of the Board Your Company’s Board has the following mandatory committees:
i) Audit Committee.
ii) Nomination and Remuneration Committee.
iii) Stakeholders Relationship Committee.
iv) Corporate Social Responsibility Committee; and
v) Risk Management Committee.

Details of terms of reference of the Committees, Committee membership changes, and attendance of Directors at meetings of the Committees etc. are provided in the Corporate Governance report that form part of this Annual Report.

c) Meetings of the Board & Committees

The Board meetings are normally held on a quarterly basis and a calendar of meetings is usually prepared and circulated in advance to the Directors. The Board met eleven (11) times during the financial year 202223 on April 1, 2022, May 13, 2022, May 27, 2022, June 27, 2022, June 30, 2022, September 27, 2022, October 18, 2022, November 7, 2022, December 7, 2022, December 30, 2022 and February 14, 2023. The necessary quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days. The details of the meetings

TAKE Solutions Limited

and the attendance of the Directors are provided in the Corporate Governance Report that forms part of this Annual Report.

d) Directors and Key Managerial Personnel
During the financial year, based on the recommendations of the Nomination and Remuneration Committee (“NRC”) and in accordance with the provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the appointment and resignation of the Directors are as follows:
i. Directors retiring by rotation.
Mr. Chella Gowrishankar retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking shareholders’ approval for his reappointment along with other required details forms part of the Notice.
ii. Appointment of Directors
a) Mr. Srinivasan H R and Mr. Chella Gowrishankar were appointed as Non-Executive Directors and Mr. Ramesh Gopal was appointed as NonExecutive Independent Director of the Company with effect from June 30, 2022 and the same has been approved by shareholders through postal ballot process.
b) Ms. Shobana N S was appointed as Executive Director of the Company with effect from August 18, 2022 and the same has been approved by shareholders through postal ballot process.
c) Mr. Rangasami Seshadri and Mr. Nagarajan Chandrasekaran were appointed as Non-Executive Independent Directors of the Company with effect from September 29, 2022 and the same has been approved by shareholders at the AGM held on December 23, 2022.
d) Ms. Kiran Sharma was appointed as Non-Executive Independent Director of the Company with effect from February 14, 2023 and the same has been approved by shareholders through postal ballot process.
iii. Resignation of Independent Director and NonIndependent & Non-Executive Director
a) Cessation of Ms. Shobana N S as Executive Director of the Company with effect from April 29, 2022
b) Mr. Srinivasan H R resigned as Managing Director of the Company with effect from the close of business hours of June 27, 2022.
c) Mr. Narayanan Kumar, Chairman and Independent Director and Mr. Venkatraman Murali, Independent Director resigned from the Company with effect from the close of business hours of June 29, 2022.
d) Ms. Uma Ratnam Krishnan, Mr. Balasubramanian Srinivasan and Mr. Raghavendra Seetharam Srivatsa resigned as Independent Director with effect from the close of business hours of June 30, 2022.

35. Changes in Key Managerial Personnel

a) Mr. Lalit Kanta Mahapatra resigned from the position of Chief Financial Officer of the Company with effect from the close of business hours of June 30, 2022.
b) After considering the experience, knowledge and skills and taking into account the recommendations of the Nomination and Remuneration Committee, Mr. V Venkatesan was appointed as the Chief Financial Officer (CFO) of the Company w.e.f. December 30, 2022.

36. Board Evaluation

In line with the Corporate Governance Guidelines of the Company and the provisions of the Companies Act, 2013, and Regulations 17 & 19 read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Annual Performance Evaluation was conducted for all the Board Members as well as working of Board and its Committees. The Board evaluation framework has been designed in compliance with the requirements under the Companies Act, 2013 and the Listing Regulations, and in accordance with the Guidance Note on Board Evaluation issued by SEBI in January 2017.

37. Policy on Director’s Nomination and Remuneration

The Policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for appointment of the director (executive/ non-executive/independent) and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and Senior Management of the Company. Details of Nomination, Remuneration & Evaluation policy of the Company is available on the Company website https://www.takesolutions.com. and is provided as Annexure 6 to this Board’s Report.

38. Board Policies

The details of the policies approved and adopted by the Board are available in the Company’s website at https://www.takesolutions.com.

39. Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company, inter alia, confirming that they meet the criteria of Independence as prescribed under Section 149 of the Act and Regulation 16(1)(b) of Listing Regulations, as amended from Independent Directors confirming that they are not disqualified for continuing as an Independent Director

In addition to the declaration by Independent Directors, pursuant to regulation 34(3) and schedule V para-C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 is attached as Annexure-2B and forms part of this Board Report.

40. Familiarization Programme

The Board Members are provided various updates and presentations with respect to Company’s business and

22 TAKE Solutions Limited

operations, its future plans and outlook and other important developments, from time to time. Subject matter experts from the organization also provide regular updates to the Board Members regarding various developments. These details are covered under various minutes and records maintained by the Company. Details regarding Company’s business, operations and other requisite information may be found at the Company’s website at www.takesolutions. com.

41. Directors’ Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory and Secretarial Auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during Financial Year 2022-23.

Pursuant to clause (c) of sub-section (3) and sub-section (5) of Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;
ii. they have selected such accounting policies and applied them consistently and 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 at the end of the financial year and of the profit of the Company for that period;

in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;
v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and
vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

42. Green Initiative

Electronic copy of the Annual Report for FY 2022-2023 and the Notice of the ensuing AGM is being sent to all shareholders whose email addresses are available in demat account and registered with Company’s Registrar and Share Transfer Agent. As per the General Circular No. 20/2020 of Ministry of Corporate Affairs dated May 5, 2020, shareholders holding shares in demat form are requested to update their email addresses with their Depository Participant(s) and for shareholders holding shares in physical form, should get their email registered with Link Intime India Private Limited, Company’s Registrar and Share Transfer Agent.

Acknowledgement

Your Directors wish to thank the Customers Suppliers Bankers, Business Associates and Government Agencies and Shareholders for their continued support and cooperation. The Directors appreciate the contribution made by the employees for their dedication, hard work and support during these challenging times.

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records

For and on behalf of the Board of Directors

Place: Chennai Sd/Date: May 29, 2023 Srinivasan H R Director DIN: 00130277

Sd/Shobana N S Executive Director DIN: 01649318

TAKE Solutions Limited

Annexure-1

CORPORATE GOVERNANCE REPORT

1. Company’s Philosophy on Code of Corporate Governance

Corporate Governance is a set of systems and practices to ensure that the affairs of a Company are being managed in a manner which ensures accountability, transparency, and fairness in all its transactions in the widest sense and meet the aspirations and expectations of the stakeholders and the society as a whole. TAKE is therefore, committed to maintaining the highest standards of Corporate Governance in its conduct towards shareholders, employees, regulators, customers, suppliers, lenders and other stakeholders. The Company strongly believes that good Corporate Governance is a journey which leads to corporate growth and long term gain in shareholder value. The enhancement of these corporate governance standards, through periodic evaluation and change, is one of the most important aspects of ensuring value creation for our stakeholders. Our corporate governance follows the guidelines established by the Board of the Company.

Your Company is in compliance with the requirements stipulated under Regulation 17 to 27 read with Schedule V and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), as amended from time to time.

2. Board of Directors

The Board of Directors of the Company possess highest level of personal and professional ethics, integrity, and values. They provide overall strategic supervision and control by setting the goals & targets, policies, governance standards, reporting mechanism & accountability and decision-making process to be followed by the Company. The Board is fully aware of its fiduciary responsibilities and is committed to represent the long-term interests of the stakeholders. We believe that an effective, well-informed, and independent Board is necessary to ensure the highest level of standards of corporate governance.

a) Size and Composition of the Board

The Board’s composition and size is robust and enables it to deal competently with emerging business development issues and exercise independent judgment. As on March 31, 2023, the Board comprised 7 Directors from diverse fields and professions with an optimum representation of Independent Directors. Of the seven Directors, five were Non-Executive and Independent Directors. The profiles of Directors can be found at www.takesolutions.com. The composition of the Board is in conformity with Regulation 17 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 (“SEBI LODR”) as well as the requirements of Companies Act, 2013.

As per disclosures received from Directors, total Directorships held by the Directors are within the limits prescribed under Section 165 of the Companies Act, 2013 read with Regulation 17A of SEBI LODR. In compliance with Regulation 17A of SEBI LODR, none of the Independent Directors serve as Independent Director in more than seven (7) listed companies and where any Independent Director is serving as WholeTime Director in a listed Company, he / she serves as Independent Director in not more than three (3) listed companies. Similarly, none of the Directors on the Board is a member of more than 10 Committees or Chairperson of more than 5 Committees across all listed and unlisted public companies in which he/she is a Director in terms of Regulation 26 of SEBI LODR. The Directors periodically notify the Company about changes in the Directorship / Committee positions as and when it takes place. In accordance with schedule V of the SEBI LODR, none of the Directors are related to each other.

The table below gives the composition of the Board, category of director and the number of other Directorships, Committee Chairmanship and Committee Memberships held by the Directors as on March 31, 2023.

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S.No Name of Director Category Name of No. of Number of Board
other Indian directorships Committee Memberships
Listed Entities held in held in other Companies
& Category of other Public Member Chairperson
Directorship Companies
----- End of picture text -----

S.No	Name of Director	Category	Name of other Indian Listed Entities & Category of Directorship	No. of directorships held in other Public Companies	Number of Board Committee Memberships held in other Companies	Number of Board Committee Memberships held in other Companies
					Member	Chairperson

1.	Mr. Srinivasan H R	Non-Executive Director	-	2	-	-
2.	Mr. Chella Gowrishankar	Non-Executive Director	-	2	1	1
3.	Ms. Shobana N S	Executive Director	-	1	1	-
4.	Mr. Ramesh Gopal	Non-Executive Independent Director	-	3	1	-
5.	Mr. Rangasami Seshadri	Non-Executive Independent Director	-	-	1	1
6.	Dr. Chandrasekaran Nagarajan	Non-Executive Independent Director	-	-	1	-
7.	Ms. Kiran Sharma	Non-Executive Independent Director	-	3	2	1

24 TAKE Solutions Limited

Does not include Private Limited Companies, Foreign Companies and Companies under Section 8 of the Companies Act, 2013.
Membership in Audit Committee and Stakeholders’ Relationship Committees has only been considered.
Chairpersonship in Audit Committee and Stakeholders’ Relationship Committees has only been considered.
b) Board Meetings and Attendance

The Board meets at regular intervals during the year to discuss and decide on Company’s business policy and strategy apart from other routine Board businesses. The dates of Board and Committee meetings are generally decided in consultation with the Board and Committee members. Once it is approved by the Board and Committee member, the schedule of the Board meetings and Board Committee meetings is circulated well in advance to the Directors and Committee members to enable them to attend the meetings. The Company usually holds at least one

Board Meeting in every three months unless further board meetings are required. 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.

During the financial year 2022-23 under review, eleven (11) board meetings were held and the gap between two meetings did not exceed one hundred and twenty (120) days. The said meetings were held on April 1, 2022, May 13, 2022, May 27, 2022, June 27, 2022, June 30, 2022, September 27, 2022, October 18, 2022, November 7, 2022, December 7, 2022, December 30, 2022 and February 14, 2023. The 21st Annual General Meeting of the Company was held on December 23, 2022.

The attendance records of Directors present in the meetings of the Board and last Annual General Meeting are as follows:

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No.of.Board Meetings Annual General Meeting
S.No Name of the Director
Held Attended
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S.No	Name of the Director	No.of.Board Meetings	No.of.Board Meetings	Annual General Meeting
		Held	Attended

1	Mr. Narayanan Kumar1	11	4	-
2	Mr. Venkatraman Murali2	11	4	-
3	Mr. Uma Ratnam Krishnan3	11	5	-
4	Mr. Balasubramanian Srinivasan4	11	5	-
5	Mr. Raghavendra Seetharam Srivatsa5	11	5	-
6	Ms. Shobana N S6	11	7	√
7	Mr. Srinivasan H R7	11	10	√
8	Mr. Chella Gowrishankar8	11	7	√
9	Mr. Ramesh Gopal9	11	7	√
10	Mr. Rangasami Seshadri10	11	6	√
11	Dr. Nagarajan Chandrasekaran11	11	6	√
12	Ms. Kiran Sharma12	11	1	-

1 Mr. Narayanan Kumar, resigned from the position of Chairman and Independent Director w.e.f 29-06-2022 due to preoccupations.
2 Mr. Venkatraman Murali resigned from the position of Independent Directors w.e.f 29-06-2022 due to pre-occupations.
3 Mr. Uma Ratnam Krishnan resigned from the position of Independent Directors w.e.f from 30-06-2022 due to personal reasons
4 Mr. Balasubramanian Srinivasan resigned from the position of Independent Directors w.e.f from 30-06-2022 due to personal reasons
5 Mr. Raghavendra Seetharam Srinvatsa resigned from the position of Independent Directors w.e.f from 30-06-2022 due to preoccupations.
6 Cessation of Ms. Shobana N S as Executive Director w.e.f 29-04-2022 and re-appointment as Executive Director w.e.f 18-08-2022
7 Mr. Srinivasan H R resigned as Managing Director w.e.f 27-06-2022 due to personal reasons and was re-appointed as NonExecutive Director w.e.f 30-06-2022.
8 Mr. Chella Gowrishankar was appointed as Non-Executive Director w.e.f 30-06-2022.
9 Mr. Ramesh Gopal was appointed as Independent Director w.e.f 30-06-2022.
10 Mr. Rangasami Seshadri was appointed as Non-Executive Independent Director w.e.f 27-09-2022.
11 Dr. Chandrasekaran Nagarajan was appointed as Non-Executive Independent Director w.e.f 27-09-2022.
12 Ms. Kiran Sharma was appointed as Non-Executive Independent Director w.e.f 14-02-2023.

TAKE Solutions Limited

c) Relationship between the Directors

There is no inter-se relationship among the directors of the Company.

d) Information flow to the Board Member

The Board Members are presented with information on a continuous basis for their review, inputs, and approval from time to time. More specifically, we present our annual business plan and operating plans of our business to the Board for their review, inputs, and approval. Likewise, our quarterly financial statements and annual financial statements are first presented to the Audit Committee and subsequently to the Board for their approval. In addition, various matters such as appointment of Directors and Key Managerial Personnel, corporate actions, development and approval of overall business strategy, review of internal and statutory audits, details of investor grievances, acquisitions, important managerial decisions, material positive/negative developments and statutory matters are presented to the respective Committees of the Board and later with the recommendation of Committees to the Board of Directors for their approval.

As a matter of good governance practice, all Board meetings are called by proper notice along with structured agenda papers which is backed by comprehensive background information of the business transaction. Documents containing Unpublished Price Sensitive Information are submitted to the Board and Committee Members, at a shorter notice, as per the general consent taken from the Board, from time to time. The Board has complete, unrestricted access to all information with regards to the Company.

e) Director’s Induction and Familiarization

The Board has adopted the provisions with respect to appointment and tenure of Independent Directors consistent with the Companies Act, 2013 and the Listing Regulations. As per the provisions of the Companies Act, 2013, the Independent Directors shall be appointed for not more than two terms of maximum of five years each and shall not be liable to retire by rotation. At the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities as a Director.

The Company has an orientation/familiarization programme for its director that includes:

a) Briefing on their role, responsibilities, duties, and obligations as a member of the Board;
b) Nature of business and business model of the Company, Company’s strategic and operating plans; and;
c) Providing various updates and presentations with respect to Company’s business and operations, its future plans and outlook and other important developments from time to time.

Subject matter experts from the organization are also called to provide regular updates to the Board Members regarding various developments. These details are covered under various minutes and records maintained by the Company. Details regarding familiarization programmes imparted to independent directors, Company’s business,

operations and other requisite information may be found on Company’s website at https://www.takesolutions. com/images/corporate_governance1/details_of_ familiarisation_programme.pdf.

f) Confirmation on Independent Directors

To the best of its knowledge and on basis of the declarations received from the Independent Directors, the Board hereby confirms that in the opinion of the Board, the Independent Directors fulfil the conditions specified under “Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015” and are independent of the management.

g) Separate Meeting of the Independent Directors

During the year, the Independent Directors had a separate Meeting on May 27, 2022, without the presence of the Management team and the Non-Independent Directors of the Company, in line with the requirements of the Companies Act, 2013.

As and when required, the Independent Directors held discussions through audio visual means.

h) Policy for Selection and Appointment of Directors and their Remuneration

The Nomination and Remuneration Committee has adopted a policy which, inter alia, deals with the manner of selection of Directors and payment of their remuneration as described herein.

The Board usually evaluates the candidature of the prospective Board Members on the criteria mentioned under the Policy at the time of their appointment on the Board of the Company. As of now, all the criteria and other relevant requirements mentioned under the Nomination and Remuneration Policy are being fulfilled by the Board of Directors. The profiles of the Board of Directors are available at Company’s website at https://www.takesolutions.com/ about-us#board.

i) Criteria of Selection of Independent Directors and Key Skills, Expertise, and Core Competencies of the Board

The Board of the Company comprises of eminent personalities and leaders in their respective fields. Directors are nominated based on well-defined selection criteria as per the Policy. The Nomination and Remuneration Committee considers, inter alia, key qualifications, skills, expertise and competencies, whilst recommending to the Board the candidature for appointment as Independent Director. In case of appointment of Independent Directors, the Nomination and Remuneration Committee satisfies itself about the independence of the Directors vis- à-vis the Company to enable the Board to discharge its functions and duties effectively. The Nomination and Remuneration Committee ensures that the candidates identified for appointment as Directors are not disqualified for appointment under Section 164 and other applicable provisions of the Companies Act, 2013. In case of reappointment of Independent Directors, the Board takes into consideration the performance evaluation of the Independent Directors and their engagement level. Extract of some of the core skill set requirements are as below:

26 TAKE Solutions Limited

Personality, skills and professional knowledge
Wide Knowledge and experience relevant to the business of the Company;
Independence of judgement;
Educational and professional qualification(s)
Past performance and credentials, behavior & conduct
Corporate Governance including Board room conduct
Diversity
Communication skills and
Ethics and Values.

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Skill description Mr. Ms. Mr. R. Mr. G. Dr. N. Mr. Chella Ms.
Srinivasan Shobana N S Seshadri Ramesh Chandrasekaran Gowrishankar Kiran
H R Sharma
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Skill description	Mr. Srinivasan H R	Ms. Shobana N S	Mr. R. Seshadri	Mr. G. Ramesh	Dr. N. Chandrasekaran	Mr. Chella Gowrishankar	Ms. Kiran Sharma

Leadershipskills	Y	Y	Y	Y	Y	Y	Y
Knowledge of Industry	Y	Y	Y	Y	Y	Y	-
Governance	Y	Y	Y	Y	Y	Y	Y
Financial	Y	Y	Y	Y	Y	Y	Y
Diversity	Y	Y	Y	Y	Y	Y	Y
Ethics and values	Y	Y	Y	Y	Y	Y	Y
Independence of judgement	Y	Y	Y	Y	Y	Y	Y

3. Committees of the Board

The Committees of the Board play a crucial role in the sound corporate governance practice and focus on specific areas that helps to make decisions within the delegated authority. The Committees of the Board are set up under the formal approval of the Board to carry out clearly defined roles which are considered to be performed by members of the Board, as a part of good governance practice. Each Committee is guided by its Charter, which provides for the composition, scope, powers, duties and responsibilities. The recommendation and/or observations and decisions are placed before the Board for information or approval. The Chairman of respective Committee updates the Board regarding the discussions held / decisions taken at the Committee Meeting.

Your Company’s Board has the following committees:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholders Relationship Committee;

d) Corporate Social Responsibility Committee; and

e) Risk Management Committee.

a) Audit Committee

The Board has constituted an Audit Committee consisting of well-qualified members in line with the requirements of Section 177 of the Companies Act, 2013 & the rules framed thereunder and Regulation 18 of the SEBI (Listing and Disclosure Requirement) Regulations 2015.

The Audit Committee acts as a link among the Management, the Statutory Auditors, Internal Auditors and the Board of Directors to oversee the financial reporting process of the Company. The Committee’s purpose is to oversee the quality and integrity of accounting, auditing and financial reporting process including review of the internal audit reports and action taken report.

i. Composition, Meeting and Attendance of the Audit Committee

The Composition of the Audit Committee as on March 31, 2023 is as follows:

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S. No Name of the Director Position Category
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S. No	Name of the Director	Position	Category

1.	Mr. Rangasami Seshadri	Chairperson	Independent Director
2.	Mr. Ramesh Gopal	Member	Independent Director
3.	Mr. Chella Gowrishankar	Member	Non- Executive Director

During year under review, the Audit Committee met seven (7) times on May 27, 2022, June 30, 2022, October 18, 2022, November 7, 2022, December 7, 2022, December 30, 2022 and February 14, 2023, and the gap between two meetings did not exceed one hundred and twenty days.

Committee invites such of the executives as it considers appropriate, representatives of the statutory auditors and Chief internal auditors, to be present at its meetings. Company Secretary of the Company acts as the Secretary to the Audit Committee.

TAKE Solutions Limited

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S. No Name of the Director Position Category No. of Meeting
Held Attended
----- End of picture text -----

S. No	Name of the Director	Position	Category	No. of Meeting	No. of Meeting
				Held	Attended

1.	Mr. Rangasami Seshadri2	Chairperson	Independent Director	7	5
2.	Mr. Ramesh Gopal1	Member	Independent Director	7	5
3.	Mr. Chella Gowrishankar1	Member	Non- Executive Director	7	5
4.	Ms. Uma Ratnam Krishnan3	Chairperson	Independent Director	7	2
5.	Mr. Balasubramian Srinivasan3	Member	Independent Director	7	2
6.	Mr. Venkataraman Murali4	Member	Independent Director	7	1

1 The Audit Committee was reconstituted by inducting Mr. Ramesh Gopal and Mr. Chella Gowrishankar as a member on June 30, 2022

2 The Audit Committee was reconstituted again by inducting Mr. Rangasami Seshadri as a member on September 27, 2022.

3 Ms. Uma Ratnam Krishnan and Mr. Balasubramanian Srinivasan resigned from Directorship of the Company with effect from closing hours of June 30, 2022

4 Mr. Venkatraman Murali resigned from Directorship of the Company with effect from closing hours of June 29, 2022

ii Powers of Audit Committee

The Audit Committee shall have powers, as delegated by the Board, which includes the following:

To investigate any activity within its terms of reference;
To seek information from any employee;
To obtain outside legal or other professional advice;
To secure attendance of outsiders with relevant expertise, if it considers necessary.
iii Extract of terms of reference of the Audit Committee
Overseeing the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;
Recommending appointment, remuneration and terms of appointment of auditors, to the Board;
Approving payments to statutory auditors;
Reviewing with the management, the annual financial statements and auditor’s report thereon before submission to the Board for approval, with particular reference to:
- (i) Matters required to be included in the Directors’ 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
- (ii) Changes, if any, in accounting policies and practices and reasons for the same
- (iii) Major accounting entries involving estimates based on the exercise of judgment by management
- (iv) Significant adjustments made in the financial statements arising out of audit findings
- (v) Compliance with listing and other legal requirements relating to financial statements
- (vi) Disclosure of any related party transactions
- (vii) Qualifications in the draft audit report
Reviewing with the management, the quarterly financial statements before submission to the

Board for approval;

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 necessary steps in this matter;
Reviewing and monitoring the auditor’s independence and performance and effectiveness of audit process;
Approving any subsequent modification of transactions of the Company with its related parties;
Scrutinizing inter-corporate loans and investments;
Valuation of undertakings or assets of the company, wherever it is necessary;
Evaluation of internal financial controls and risk management systems;
Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
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;
Discussion with internal auditors of any significant findings and follow up there on;
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;
Discussion with statutory auditors before the audit commences, about the nature and scope of

28 TAKE Solutions Limited

audit as well as post-audit discussion to ascertain any area of concern;

Assessing the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
Reviewing the functioning of the Whistle Blower mechanism;
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;
Such other key issues/matters as may be referred by the Board or as may be necessary in view of the provision of the Companies Act 2013 and Rules thereunder.
Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision.
Any other matter as may be assigned by the Board of Directors from time to time.
b) Nomination and Remuneration Committee
The Nomination and Remuneration Committee has been constituted in line with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015.

i. Composition, Meeting and Attendance of Nomination and Remuneration Committee

The Composition of Nomination and Remuneration Committee as on March 31, 2023 is as follows:

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S. No Name of the Director Position Category
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S. No	Name of the Director	Position	Category

1.	Mr. Ramesh Gopal	Chairperson	Independent Director
2.	Mr. Rangasami Seshadri	Member	Independent Director
3.	Mr. Srinivasan H R	Member	Non-Executive Director

The Committee met seven (7) times during the year on April 1, 2022, May 13, 2022, June 27, 2022, June 30, 2022, September 27, 2022, December 30, 2022 and January 30, 2023. The composition of the Nomination & Remuneration Committee and details of meetings attended by the members are given below:

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S. No Name of the Director Position Category No. of Meeting
Held Attended
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S. No	Name of the Director	Position	Category	No. of Meeting	No. of Meeting
				Held	Attended

1.	Mr. Ramesh Gopal1	Chairperson	Independent Director	7	3
2.	Mr. Srinivasan H R1	Member	Non-Executive Director	7	3
3.	Mr. Rangasami Seshadri2	Member	Independent Director	7	3
4.	Mr. Balasubramian Srinivasan3	Chairperson	Independent Director	7	4
5.	Ms. Uma Ratnam Krishnan3	Member	Independent Director	7	4
6.	Mr. Venkataraman Murali4	Member	Independent Director	7	3

1 The Nomination and Remuneration Committee was reconstituted by inducting Mr. Ramesh Gopal, Mr. Srinivasan H R and Mr. Chella Gowrishankar as a member on June 30, 2022.
2 The Nomination and Remuneration Committee was reconstituted again by inducting Mr. Rangasami Seshadri as a member on September 27, 2022.
3 Ms. Uma Ratnam Krishnan and Mr. Balasubramanian Srinivasan resigned from Directorship of the Company with effect from closing hours of June 30, 2022

4 Mr. Venkatraman Murali resigned from Directorship of the Company with effect from closing hours of June 29, 2022

ii. Extract of terms of reference of Nomination and Remuneration Committee
The Nomination and Remuneration Committee shall identify persons who are qualified to become Directors and who may be appointed in senior management position in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every Director’s performance and the Board as a whole.
The Nomination and Remuneration Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration of Directors, key managerial personnel and other employees.
The Nomination and Remuneration Committee shall recommend to the board, all remuneration, in whatever form, payable to senior management.

TAKE Solutions Limited

The Nomination and Remuneration Committee shall, while formulating the policy under Section 178(3) of Companies Act, 2013 ensure that:
i. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;
ii. relationship of remuneration to performance is clear and meets appropriate performance benchmarks;
iii. remuneration to Directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals; and
iv. Such other key issues/matters as may be referred by the Board or as may be necessary in view of the provision of the Companies Act 2013 and Rules thereunder.

iii. Performance evaluation criteria

The Nomination and Remuneration Committee determines and recommends the remuneration payable to the Executive Directors. The Board of Directors approves the remuneration payable to the Executive Directors on the basis of their performance as well as the Company’s performance, subject to consents as may be required.

The performance evaluation of all the Independent directors have been done by the entire Board excluding

the Director being evaluated. On the basis of performance evaluation done by the Committee, the Board determines whether to extend or continue their term of appointment whenever the respective term expires. Some of the important performance evaluation criteria for Independent Directors are as below:

Providing independent view to the Board.
Providing strategic guidance.
Bringing in external expertise in decision making process.
Exercising diligence and efficiency.

iv. Remuneration Policy

The Company’s remuneration policy is driven by the success and performance of the individual employee and the Company. Through its compensation programme, the Company endeavors to attract, retain, develop and motivate a high-performance workforce. The Company follows a compensation mix of fixed pay, benefits and variable pay. Individual performance pay is determined by business performance and the performance of the individuals is measured through the annual appraisal process. The remuneration policy adopted by the Company is hosted on the Company’s website at https:// www.takesolutions.com/images/corporate_governance1/ Nomination-Remuneration-and-Evaluation-Policy.pdf.

The Independent Directors are paid the following sitting fees for attending every Meeting of the Board and Committees:

S. No	Nature of Meetings	(₹) Sitting Fees per Meeting
1.	Board	1,00,000
2.	Audit Committee	50,000
3.	Nomination and Remuneration Committee
4.	Corporate Social Responsibility Committee
5.	Stakeholders’ Relationship Committee
6.	Risk Management Committee

The Independent Directors are paid a commission as per the provisions of Section 197 read with Schedule V of the Companies Act, 2013. The basis of determining the amount of commission to the Independent Directors is related to their attendance and contributions at the meetings and extent of consultations provided by them.

v. Remuneration of Director & Shares held by Director during the financial year ended March 31, 2023 are given below:
i. Non-Executive Directors

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Name of the Director Sitting fees paid for Board and Committee No of Equity Shares/ Convertible
Meetings (Rs.) instruments held
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Name of the Director	Sitting fees paid for Board and Committee Meetings (Rs.)	Sitting fees paid for Board and Committee Meetings (Rs.)	No of Equity Shares/ Convertible instruments held

	Board	Committee
Mr. N. Kumar	4,00,000	50,000	-
Ms. Uma Ratnam Krishnan	5,00,000	3,00,000	-
Mr. V. Murali	4,00,000	2,00,000	-
Mr. Balasubramian Srinivasan	5,00,000	3,00,000	-

TAKE Solutions Limited

Mr. Raghavendra Seetharam Srivatsa	5,00,000	-	-
Mr. Ranagsami Seshadri	4,50,000	3,00,000	1,00,000
Mr. Ramesh Gopal	6,50,000	4,00,000	25,000
Dr. Nagarajan Chandrasekaran	4,50,000	1,00,000	-
Ms. Kiran Sharma	50,000	-	-
Mr. Chella Gowrishankar	-	-	16,635
Mr. Srinivasan H R	-	-	1,35,000

ii. Managing Director and Executive Directors

Name of the Director	Remuneration paid during the Financial year 2021-22	Remuneration paid during the Financial year 2021-22	Remuneration paid during the Financial year 2021-22	Remuneration paid during the Financial year 2021-22	No of Equity Shares/Held
	Salary (₹)	Benefts, Perquisites and Allowances	Commission (₹)	Others (PF & other reimbursements) (₹)
Ms. Shobana N S, Executive Director	1,06,258	-	-	-	89,000

c) Stakeholders’ Relationship Committee

The Stakeholders’ Relationship Committee has been constituted in line with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing and Disclosure Requirement) Regulations 2015.

i. Composition, Meeting and Attendance of the Stakeholders Relationship Committee

The Composition of Stakeholders Relationship Committee as on March 31, 2023 is as follows:

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S. No Name of the Director Position Category
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S. No	Name of the Director	Position	Category

1.	Mr. Chella Gowrishankar	Chairperson	Non-Executive Director
2.	Dr. Nagarajan Chandrasekaran	Member	Independent Director
3.	Ms. Shobana N S	Member	Executive Director

During the year under review, four (4) meetings of the Stakeholders’ Relationship Committee were held on May 27, 2022, October 18, 2022, December 7, 2022 and February 14, 2023. The composition of the Stakeholders’ Relationship Committee and details of meetings attended by the members are given below:

S. No	Name of the Director	Position	Category	No. of Meeting	No. of Meeting
				Held	Attended
1.	Mr. Chella Gowrishankar1	Chairperson	Non-Executive Director	4	3
2.	Dr. Nagarajan Chandrasekaran2	Member	Independent Director	4	3
3.	Ms. Shobana N S2	Member	Executive Director	4	3
4.	Mr. Narayanan Kumar3	Chairperson	Independent Director	4	1
5.	Mr. Srinivasan H R4	Member	ManagingDirector	4	1

1 The Stakeholders Relationship Committee was reconstituted by inducting Mr. Chella Gowrishankar as a member on June 30, 2022.
2 The Stakeholders Relationship Committee was reconstituted again by inducting Dr. Nagarajan Chandrasekaran and Ms. Shobana N S as a member on September 27, 2022

3 Mr. Narayanan Kumar resigned from Directorship of the Company with effect from closing hours of June 29, 2022

4 Mr. Srinivasan H R resigned from Directorship of the Company with effect from closing hours of June 26, 2022

TAKE Solutions Limited

ii. Extract of terms of reference of Stakeholders’ Relationship Committee
To approve transfer/transmission of share/ debentures and such other securities, as may be issued by the Company from time to time;
To issue duplicate certificates for shares/ debentures and other securities reported lost, defaced or destroyed, as per the laid down procedure;
To issue new certificate against subdivision of shares, renewal, split or consolidation of share certificates / certificates relating to other securities;
To oversee the implementation of ESOS Scheme, if any, implemented by the Company;
To approve and monitor dematerialization of shares/debentures/other securities and all matters incidental or related thereto;
To authorize Company Secretary/ Compliance Officer/ other officers of the Share Department to attend to matters relating to non-receipt of annual reports, notices, non- receipt of declared dividend/

interest, change of address for correspondence etc. and to monitor action taken;

To monitor Company Secretary/Compliance Officer/ other officers of the Share Department to attend to matters relating to transfer/transmission of shares, issue of duplicate share certificates for shares reported lost, defaced or destroyed, to issue new certificates against subdivision of shares and renewal, split or consolidation of share certificates;
To monitor Investor Relations activities of the Company and give guidance on the flow of information from the Company to the Investors.
To monitor expeditious redressal of grievances of shareholders/security holders including complaints relating to transfer/ transmission of shares/securities, non-receipt of declared dividends/Annual Reports, issue of duplicate certificates and other complaints;
All other matters incidental or related to shares or debentures and other securities of the Company;
Any other matter as may be assigned to the Committee by the Board of Directors.

iii. Details of investor complaints received and redressed during the financial year 2022-23 are as follows:

Nature of Complaints	Opening Balance	Received	Responded	Pending
Non Receipt of Share Certifcates	-	-	-	-
Non-receipt of Dividend/Interest/ Redemption Warrant	-	-	-	-
Non-receipt of Annual Report	-	-	-	-
SEBI / Scores / Stock Exchange	-	-	-	-
Total complaints	NIL	-	-	NIL

Name, Designation and address of the Compliance Officer:

Mr. Srinivasan. P

Company Secretary TAKE Solutions Limited No.27, Tank Bund Road, Nungambakkam Chennai – 600 034 Phone No: 044 - 6611 0700 Fax No: 044 - 6611 0800 Email ID: [email protected] [email protected]

d) Risk Management Committee

The Risk Management Committee has been constituted in line with the provisions of Regulation 21 of the SEBI (Listing and Disclosure Requirement) Regulations 2015.

i. Composition, Meeting and Attendance of the Risk Management Committee

The Composition of Risk Management Committee as on March 31, 2023 is as follows:

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S. No Name of the Director Position Category
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S. No	Name of the Director	Position	Category

1.	Ms. Shobana N S	Chairperson	Executive Director
2.	Mr. Ramesh Gopal	Member	Independent Director
3.	Mr. Srinivasan H R	Member	Non- Executive Director

TAKE Solutions Limited

During the year under review, two (2) meetings of the Risk Management Committee were held on October 5, 2022 and February 14, 2023. The composition of the Risk Management Committee and details of meetings attended by the members are given below:

S. No	Name of the Director	Position	Category	No. of Meeting	No. of Meeting
				Held	Attended
1.	Ms. Shobana N S2	Chairperson	Executive Director	2	2
2.	Mr. Ramesh Gopal1	Member	Independent Director	2	2
3.	Mr. Srinivasan H R1	Member	Non- Executive Director	2	2

1 The Risk Management Committee was reconstituted by inducting Mr. Srinivasan H R as a member and Mr. Ramesh Gopal as a member on June 30, 2022

2 The Risk Management Committee was reconstituted again by inducting Ms. Shobana N S as a member on September 27, 2022.

ii. Extract of terms of reference of Risk Management Committee

To assist the Board in formulating the Risk Management Policy and practices.
To monitor and review Risk Management Plan of the Company as approved by the Board.
To formulate a detailed risk management policy which shall include:
i. 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.
ii. Measures for risk mitigation including systems and processes for internal control of identified risks.
iii. Business continuity plan.
To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company;
To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems;
To periodically review the risk management policy, at least once in two years or as necessary including consideration of the changing industry dynamics and evolving complexity;
To keep the board of directors informed periodically about the nature and content of its discussions, recommendations and actions to be taken;
To review the appointment, removal and terms of remuneration of the Chief Risk Officer (if any).

e) Corporate Social Responsibility Committee

The Company has always been mindful of its obligations towards society at large and has been pursuing various CSR as required under the Companies Act, 2013. The Corporate Social Responsibility Committee has been duly constituted in line with the provisions of Section 135 of the Companies Act, 2013.

i. Composition, Meeting and Attendance of the Corporate Social Responsibility Committee

The Composition of Corporate Social Responsibility Committee as on March 31, 2023 is as follows:

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S. No Name of the Director Position Category
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S. No	Name of the Director	Position	Category

1.	Mr. Srinivasan H R	Chairperson	Non-Executive Director
2.	Dr. Nagarajan Chandrasekaran	Member	Independent Director
3.	Ms. Shobana N S	Member	Executive Director

During the year under review, CSR Committee Meeting was held on March 28, 2023. The composition of the CSR Committee and details of meetings attended by the members are given below:

S. No	Name of the Director	Position	Category	No. of Meeting	No. of Meeting
				Held	Attended
1.	Mr. Srinivasan H R	Chairman	Non-Executive Director	1	1
2.	Dr. Nagarajan Chandrasekaran	Member	Independent Director	1	1
3.	Ms. Shobana N S	Member	Executive Director	1	1

TAKE Solutions Limited

ii. Extracts of terms of reference of the Corporate Social Responsibility Committee

Corporate Social Responsibility (“CSR”) Committee was constituted to direct and monitor the CSR activities of the Company. The Committee is primarily responsible for formulating and recommending to the Board of Directors a Corporate Social Responsibility (CSR) Policy and monitoring the same from time to time, amount of

expenditure to be incurred on the activities pertaining to CSR and monitoring CSR Projects. A report on the CSR activities during the financial year forms part of the Annual Report.

The CSR Policy is comprehensive and in alignment with the req`uirements of the Act. The CSR Policy Statement and the CSR Report forms part of the Board’s Report to the Members of the Company.

4. General body meetings:

a) Location and dates of the General Meetings held in the past three (3) years:

S. No	AGM /EGM	Location	Date & Time	Special Resolutions
1	21st AGM	Through Video Conferencing (“VC”) /Other Audio-Visual Means (“OAVM”)	23-12-2022 11.00 am	3
2	20th AGM	Through Video Conferencing (“VC”) /Other Audio-Visual Means (“OAVM”)	11-08-2021 11.00 am	1
3	EGM	Through Video Conferencing (“VC”) /Other Audio-Visual Means (“OAVM”)	23-10-2021 4.00 pm	-
4	19th AGM	Through Video Conferencing (“VC”) /Other Audio-Visual Means (“OAVM”)	25-09-2020 4.30pm	-

The Chairman of Audit Committee was present at all the above AGMs.
The Special Resolutions were passed with requisite majority in the last 3 Annual General Meetings.

b) Postal Ballot

i. Details of Resolution

During the year under review, the below resolution was put to vote under Postal Ballot (remote e-voting)

Appointment of Mr. Srinivasan. H.R having DIN: 00130277 as Director (Non-Executive Capacity) of the Company
Appointment of Mr. Chella Gowrishankar having DIN: 00269690 as Director (Non-Executive Capacity) of the Company
Appointment of Mr. Ramesh Gopal having DIN: 00194267 as Non-Executive Independent Director of the Company
Re-appointment and fixing the Remuneration of Ms. Shobana N. S. having DIN: 01649318 as the Whole Time Director.
*5. Appointment of Ms. Kiran Sharma having DIN: 00095745 as a Non-Executive Independent Director of the Company

ii. Details of Voting Pattern:

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Ordinary/Special No. of Votes Polled No. of votes polled No. of votes polled No. of invalid
Resolution No. (remote e-voting) in favour against votes
----- End of picture text -----

Ordinary/Special Resolution No.	No. of Votes Polled (remote e-voting)	No. of votes polled in favour	No. of votes polled against	No. of invalid votes

1	6,05,735	3,93,719	2,12,016	-
2	12,28,306	10,33,723	1,94,583	-
3	12,28,306	12,17,961	10,345	-
4	12,28,306	9,43,891	2,84,415	-
5	7,93,54,090	7,93,52,073	2,017	-

The resolution set forth was approved with the requisite majority.

The resolution was approved by the shareholders on May 10, 2023.

iii. Person who conducted the Postal Ballot:

Ms. Mohan Rao Prathyusha (Membership No. F10960 and

Certificate of Practice No. 15726), Partner, and Ajay Kumar Bantia Partner (Membership No. F10357 and Certificate of Practice No. 13620), M/s. AKB and Associates Company Secretaries LLP, Chennai, was appointed as the Scrutinizer to conduct the Postal Ballot conducted through remote e-voting process in a fair and transparent manner.

iv. Whether any special resolution is proposed to be conducted through postal ballot:

34 TAKE Solutions Limited

No Special Resolution is currently proposed to be conducted through postal ballot.

v. Procedure followed for the Postal Ballot

Pursuant to Sections 108, 110 and other applicable provisions of the Companies Act, 2013 (“Act”) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and read with General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020, General Circular No. 10/2021 dated June 23, 2021 and General Circular No. 20/2021 dated December 8, 2021, General Circular No. 3/2022 dated May 5, 2022 and General Circular No. 11/2022 dated December 28, 2022 issued by the Ministry of Corporate Affairs (‘MCA”), Government of India (hereinafter collectively referred to as “MCA Circulars”), and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘Listing Regulations’) and other applicable provisions of the Act, Rules, Circulars and notifications issued thereunder (including any statutory modifications or re-enactment thereof for the time being in force), the Company provided only remote e-voting facility to its shareholders to enable them to cast their votes electronically.

The Company appointed Central Depositories Services Limited (“CDSL”) for facilitating remote e-voting to enable the Members to cast their votes electronically.

In accordance with the MCA Circulars, the Company sent the Postal Ballot Notice by electronic mode only to those members whose names appear on the Register of Members / List of Beneficial Owners as on the cut-off date received from the Depositories and whose e-mail address is registered with the Company / Depositories.

The remote e-voting period commenced from 9.00 a.m. (IST) and ended at 5.00 p.m. (IST). During this period, Shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-

off date, were eligible to cast their vote electronically. The voting rights of members were reckoned to be proportionate to their shares of the paid-up equity share capital of the Company as on the cut-off date.

The Scrutinizer, after the completion of scrutiny, submitted his report to the Chairman of the Company. The results of the voting by postal ballot (e-Voting) were then announced within 48 working hours and were also made available on the Company’s website at www.takesolutions.com and the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia. com and www.nseindia.com respectively.

5. Means of communication

Financial results are published by the Company in Financial Express and Makkal Kural newspapers.
Results are also displayed at the Company’s website www.takesolutions.com.
Official news releases are also updated at the Company’s website.
All material information about the Company is submitted in website of BSE Limited and The National Stock Exchange of India Ltd.
Presentations if any, made to the institutional investors or to the analysts are hosted on our website www. takesolutions.com.
Pursuant to the Companies (Accounts) Rules, 2014, the Company proposes to send the financial statements for the year ended March 31, 2023, by electronic mode to the Members whose email Ids are registered with the Depository / Company for communication purposes.
The financial results and other information filed by the Company from time to time are also available on the website of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited. The said stock exchanges have introduced BSE Listing center and NSE Electronic Application Processing System (NEAPS). Various compliances as prescribed under the SEBI Listing Regulations are filed through these systems.

6. General shareholder information

a) Annual General Meeting for financial year 2023

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Date, time and mode August 14, 2023
Audio Video
Financial Year April 01, 2022 to March 31, 2023
Date of Book Closure Tuesday, August 8, 2023 to Monday, August 14, 2023 (both days inclusive)
Listing on Stock BSE Limited
Exchanges Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai - 400 001, Maharashtra, India
Tel: 91-22-22721233, 22721234,
Fax: 91-22-22721919
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TAKE Solutions Limited

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National Stock Exchange of India Limited
Regd Office: “Exchange Plaza”, Bandra-Kurla Complex,
Bandra (East), Mumbai - 400 051, Maharashtra, India
Tel: 91-22-26598100, 56418114,
Fax: 91-22-26598120
Listing Fees Listing fees for the financial year 2022-23 has been paid to both the Stock Exchanges
Stock Code BSE Code: 532890 NSE Code : TAKE
ISIN INE142I01023
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b) Monthly high and low quotations along with the volume of shares traded along with BSE & NSE for the financial year 2022-23 are:

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BSE NSE
High Low Volume (No.) High Low Volume (No.)
₹ ₹ ₹ ₹
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	BSE	BSE	BSE	NSE	NSE	NSE
	High	Low	Volume (No.)	High	Low	Volume (No.)
	₹	₹		₹	₹

22-Apr	3	4 29	24,46,488	34	29	1,35,53,958
22-May	3	1 20.65	23,82,991	30.05	20.7	1,08,71,118
22-Jun	25.0	5 20.9	7,64,512	25.1	21	48,92,287
22-Jul	27.8	5 21.55	12,12,505	27.9	21.5	93,30,047
22-Aug	29.5	5 24	15,08,562	29.55	23.15	1,21,54,449
22-Sep	28.8	5 22.95	13,64,576	28.85	23	92,23,349
22-Oct	26.7	5 23	6,56,191	26.25	23	59,37,361
22-Nov	25.	4 22.9	9,05,312	26.1	22.8	47,56,107
22-Dec	27.5	5 22	15,97,541	27.55	22	1,02,44,634
23-Jan	24.2	5 21	5,93,979	24.1	21	33,75,722
23-Feb	22.6	5 17.2	6,80,611	22.65	17.2	40,22,971
23-Mar	18.5	4 12.7	11,18,363	18.7	12.75	70,65,208

Note: The value provided in BSE is not formula derived, the source is from BSE & NSE website.

Source: www.bseindia.com & www.nseindia.com

c) Comparison of broad-based indices with share price of TAKE

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Chart Title
40 70000
35 60000
30
50000
25
40000
20
30000
15
20000
10
5 10000
0 0
TAKE Solu�ons Price (BSE) SENSEX
01-Apr-2201-May-2201-Jun-2201-Jul-2201-Aug-2201-Sep-2201-Oct-2201-Nov-2201-Dec-2201-Jan-2201-Feb-2201-Mar-23
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SENSEX
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TAKE Solutions Limited

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Chart Title
40 20000
18000
35
16000
30
14000
25
12000
20 10000
8000
15
6000
10
4000
5
2000
0 0
TAKE Solu�ons Price (NSE) NIFTY 50
01-Apr-2201-May-2201-Jun-2201-Jul-2201-Aug-2201-Sep-2201-Oct-2201-Nov-2201-Dec-2201-Jan-2201-Feb-2201-Mar-23
SENSEX
SHAREPRICE
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d) Registrar & Share Transfer Agent

Name and Address : M/s. Link Intime India Pvt Limited : C-101, 247 Park, L B S Marg, : Vikhroli West, Mumbai - 400 083 Ph : 022 - 4918 6000 Fax : 022 - 4918 6060 Email : [email protected]

e) Share Transfer System

In terms of Regulation 40(1) of SEBI Listing Regulations, as amended, securities can be transferred only in dematerialized form w.e.f. April 1, 2019, except in case

of request received for transmission or transposition of securities. Members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Transfers of equity shares in electronic form are effected through the depositories with no involvement of the Company. The Directors and certain Company officials (including Chief Financial Officer and Company Secretary) are authorized by the Board severally to approve transfers, which are noted at subsequent Board Meetings.

f) Shareholding as on March 31, 2023:

I. Distribution of Shareholding as at March 31, 2023

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No. of Equity Shares No. of shareholders % of Shareholders No. of Shares held % of shareholding
held
1-500 66129 76.5834 9935239 6.72
501-1000 9697 11.2300 7885371 5.33
1001-2000 5315 6.1553 8172790 5.52
2001-3000 1884 2.1818 4876609 3.30
3001-4000 915 1.0597 3300960 2.23
4001-5000 700 0.8107 3323623 2.25
5001-10000 1013 1.1731 7582827 5.13
10001 & above 696 0.8060 102856581 69.53
Total 86349 100.00 147934000 100.00
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TAKE Solutions Limited

II. Shareholding Pattern as at March 31, 2023

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Category No. of shares held Percentage of
shareholding
A. Promoter Holding
1 Indian 757921 0.51
2 Foreign 78253450 52.90
Sub-total (1 + 2) 79011371 53.41
B Public Shareholding
3 Institutional Investors
A Mutual Funds 661 0.00
B Foreign Portfolio Investors 197628 0.13
Sub-total (3) 198289 0.13
4 Non- Institutions
A Directors and their relatives (excluding independent directors and 105635 0.07
nominee directors)
B Key Managerial Personnel 20000 0.01
C Investor Education and Protection Fund (IEPF) 175700 0.12
D Individuals holding nominal share capital up to INR 2 Lakh 55784334 37.71
E Individuals holding nominal share capital In excess of INR 2 Lakh 1272790 0.86
F Non-Resident Indians (NRIs) 2037762 1.38
G Bodies Corporate 4901827 3.31
H Others 4426292 2.99
Sub-total (4) 68724340 46.46
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Category No. of shares held Percentage of
shareholding
I Other Directors/Relatives 125000 0.08
ii Clearing Members 62206 0.04
iii Trusts 1709066 1.16
HUF 2354640 1.59
LLP 175380 0.12
Sub-total 4426292 2.99
TOTAL (1+2+3+4) 147934000 100.00
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g) Dematerialization of shares

Electronic/Physical	No of Shares	% of Share Capital
NSDL	28442081	19.22
CDSL	118889135	80.37
Physical	602784	0.41
TOTAL	147934000	100

38 TAKE Solutions Limited

Equity Shares of the Company are traded on the Stock Exchanges only in electronic form. As on March 31, 2023, 99.59% of the shares are held in dematerialized form. In order to enable us to serve better, we request the shareholders whose shares are in physical mode to dematerialize their shares. Dematerializing results in marketability.

The Company obtains from a Company Secretary in practice, a half-yearly certificate of compliance with the share transfer formalities as required under Regulation 7(3) of SEBI (LODR) Regulations, 2015 and files a copy of the certificate with the Stock Exchanges.

h) Address for Correspondence:

TAKE Solutions Limited

No.27, Tank Bund Road, Nungambakkam, Chennai – 600 034

Phone No: 044 - 6611 0700 Email ID : [email protected]

i) Credit Rating

The Company has not obtained any Credit rating for the year ended March 31, 2023.

7. Disclosures with respect to demat suspense account/ unclaimed suspense account

There were no unclaimed shares lying with the Company as of March 31,2023 that was required to be transferred to the special demat account for the year.

a) Transfer to the Investor Education and Protection Fund:

i. Unclaimed Dividends

Under the provisions of the Companies Act, 2013 dividends that remain unclaimed for a period of seven consecutive years from the date of declaration are required to be transferred to the Investor Education and Protection Fund (IEPF) administered by the Central Government. The unclaimed dividend as on March 31, 2023 is as follows:

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Financial Year Amount (in ₹) Date of Declaration Due Date for Transfer to IEPF
2015-16 – Final Dividend 321,870.40 August 26, 2016 October 02, 2023
2016-17 – 1st Interim Dividend 130,532.40 November 03, 2016 December 10, 2023
2016-17- 2nd Interim Dividend 138,630.60 February 02, 2017 March 11, 2024
2016-17- Final Dividend 231,417.20 August 11, 2017 September 17, 2024
2017-18-1st Interim Dividend 150,717.00 November 08, 2017 December 15, 2024
2017-18- 2nd Interim Dividend 128,746.20 February 08, 2018 March 17, 2025
2017-18 – Final Dividend 305,869.09 August 10, 2018 September 16, 2025
2018-19 – 1st Interim Dividend 74,328.00 October 30, 2018 December 06, 2025
2018-19 – 2nd Interim Dividend 94,106.98 February 13, 2019 March 19, 2026
2018-19 – Final Dividend 254,817.20 August 08, 2019 September 14, 2026
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During the year under review, the company was required to transfer unclaimed amounts pertaining to the dividend declared for the Financial Years 2014-15 Final, 2015-16 First Interim and 2015-16 Second Interim. Out of the three, unclaimed dividend for the Financial Year 2014-15 Final and 2015-2016 First Interim amounting to ₹ 1,45,544 and ₹ 1,16,331 respectively had already been transferred to IEPF account. With respect to 2015-16 Second Interim, the company had transferred the unclaimed dividend amounting to ₹ 1,42,513 on April 4, 2023 as per the stipulated timelines.

ii. Unclaimed Share s

In terms of Section 124(6) of the Companies Act, 2013 read with Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (as amended from time to time) shares on which dividend has not been paid or claimed by a shareholder for a period of seven consecutive years or more shall be credited to the Demat Account of Investor Education and Protection Fund Authority (“IEPFA”) within a period of thirty days of such shares becoming due to be so transferred. Upon transfer of such shares, all benefits (like bonus, etc.), if any, accruing on such shares shall also be credited to

such Demat Account and the voting rights on such shares shall remain frozen till the rightful owner claims the shares. Shares which are transferred to the Demat Account of IEPFA can be claimed back by the shareholder from IEPFA by following the procedure prescribed under the aforesaid rules.

Therefore, it is in the interest of shareholders to regularly claim the dividends declared by the Company.

The Company has transferred 8848 equity shares to IEPF Account pertaining to Financial year 2022-23 belonging to the Shareholders of the Company who have not claimed their dividends (final) for the last seven consecutive years.

iii. Electronic Clearing Service / Mandates

To prevent fraudulent encashment of dividend warrants, members are requested to provide their bank account details (if not provided earlier) to the Company/Share Transfer Agent (if shares are held in physical form) or to the Depository Participants (if shares are held in electronic form) as the case may be for printing of same on their dividend warrants.

8. Other Disclosures

a) Disclosure on materially significant related party transactions

TAKE Solutions Limited 39

There were no material significant related party transaction and pecuniary transactions that may have potential conflict with the interest of the Company at large, which requires a separate disclosure. The details of Related Party Transaction are disclosed in the financial Section of this Annual Report. The Financial Statement as at March 31, 2023 contains the list of related party transactions as required by Accounting Standards, as applicable, on Related Party Disclosures issued by the Institute of Chartered Accountants of India. Policy dealing with related party transactions is hosted at the Company website at https://www.takesolutions.com/ images/corporate_governance1/policy-on-related-partytransactions.pdf.

b) Details of non-compliance by the Company, penalties, and strictures imposed on the Company by Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.

The Company has complied with all the requirements of the Stock Exchanges as well as the regulations and guidelines prescribed by the Securities and Exchange Board of India (SEBI) and any statutory authority on matters related to Capital Markets, as applicable. However, during the financial year, the stock exchanges imposed penalty in publishing first quarter and second quarter financials for the delayed period of 64 days and 22 days respectively. In addition to the same, the stock exchanges imposed penalty towards appointment of Women Independent Director for the delayed period of 136 days respectively. There were no other penalties or strictures imposed by Stock Exchanges or SEBI and any statutory authority on any matter related to capital markets during last three years.

c) Vigil Mechanism and Whistle Blower Policy

The Company has formulated a vigil mechanism and framed a whistle blower policy wherein the directors and employees are free to report any concerns about unethical behavior or improper activity resulting in violations of laws, rules, regulations or code of conduct. The policy provides a framework for adequate safeguard against victimization of employees.

The Whistle Blower Policy has been disclosed on the Company’s website under the web link www.takesolutions. com/images/corporate%20governance/whistle-blowerpolicy.pdf

We affirm that no employee of the Company has been denied access to the Audit Committee in respect of any incident.

d) Compliance with corporate governance requirements

The Company has complied with all the corporate governance requirements specified in Regulations 17 to 27 and clauses (b) to (i) of sub – regulation (2) of Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

e) Policy on Determination of Material Subsidiaries for Disclosures

The Company has adopted a policy on determination of Material Subsidiaries in accordance with regulation 24 of SEBI (Listing Obligation and Disclosure Requirement)

Regulations 2015. The policy on Material Subsidiary of the Company is hosted on the Company website at www. takesolutions.com/images/corporate_governance1/ Policy-on-Determination-of-Material-Subsidiary.pdf.

f) Policy on Archival and Preservation of Documents The Company has adopted a policy on Archival and Preservation of Documents in accordance with regulation 9 of SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015. The policy on Archival and Preservation of Documents of the Company is hosted on the Company website at https://www.takesolutions.com/images/ corporate governance/Policy-on-Preservation-ofDocuments-and-Archival-of-Documents.pdf.

g) Code of Conduct

The Company has adopted a Code of Conduct as required under Regulation 17(5) of the SEBI (LODR) Regulations 2015 with Stock Exchanges, which applies to all the Board Members and Senior Management of the Company. The Board Members and Senior Management personnel affirm their compliance on an annual basis and their confirmations have been duly received in this regard. A declaration to this effect signed by the Managing Director & CEO is provided as an annexure to this Report. The Code of Conduct is available on the Company’s website at https://www. takesolutions.com/images/corporate%20governance/ Code%20of%20conduct%20for%20Directors%20%20 &%20SMP.pdf.

h) Certificates from Auditor

The certificate dated May 29, 2023, issued by Mr. V. Vijay Krishna, Partner, M/s. Sundar Srini & Sridhar, Chartered Accountants, is attached to this Annual Report in compliance with corporate governance norms prescribed under the Listing Regulations.

The Company has received certificate from Mr. Ajay Kumar Bantia, Partner, AKB & Associates Company Secretaries LLP, Practicing Company Secretaries, confirming that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as director of companies by the SEBI/Ministry of Corporate of Affairs or any such authority. The certificate is attached to this Annual Report.

i) Accounting Treatment

In the preparation of the financial statements, the Company has followed the accounting policies and practices as prescribed in the Accounting Standards. There have been no deviations from the treatment prescribed in the Accounting Standards as per Schedule III of the Companies Act, 2013. Significant Accounting Policies are provided elsewhere in the Annual Report.

j) CEO / CFO Certification

As required under Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a Certificate duly signed by Ms. Shobana N S, Executive Director and Mr. V Venkatesan, Chief Financial Officer (CFO) was placed at the meeting of the Board of Directors held on May 29, 2023.

k) Utilization of funds raised through preferential allotment or qualified institutions placement

40 TAKE Solutions Limited

During the year under review, there were no fund raised through preferential allotment or qualified institutional placement.

l) Management Discussion and Analysis Report The Management Discussion and Analysis Report’ forms part of this Annual Report.

m) Prohibition of Insider Trading: [Regulation 9 of the SEBI (Prohibition of Insider Trading) Regulations,2015]

In pursuance of the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board had approved the “Code of Conduct for prevention of insider trading”. The Policy also includes practices and procedures for fair disclosure of unpublished price sensitive information, initial and continual disclosures. The Board has designated Company Secretary as the Compliance Officer. The Code of Conduct for prevention of insider trading is available in the Company website at https://www.takesolutions.com/images/corporate%20 governance/code-of-conduct-for-prohibition-of-insidertrading.pdf

n) Disclosure on Dividend Distribution policy

The Company has adopted a policy on dividend distribution in accordance with regulation 43A of SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015. The policy on dividend distribution of the Company is hosted on the Company website at https:// www.takesolutions.com/images/corporate_governance1/ Dividend-Distribution-Policy.pdf.

o) Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has adopted a policy on Sexual Harassment of Women at Workplace and the same is available in Company’s website at https://www.takesolutions.com/ images/corporate%20governance/policy-on-preventionof-sexual-harassment-at-workplace.pdf.

The following is the summary of the complaints received and disposed of for the financial year ended 31st March 2023:

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Description Complaints Received in Year 2022-23
Number of Complaints filed during the financial year Nil
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Description Number of Complaints fled duringthe fnancialyear	Complaints Received in Year 2022-23 Nil
Number of complaints disposed of duringthe fnancialyear	Nil
Number of complaintspendingas on end of the fnancialyear	Nil

p) Transaction with Senior Management Personnel

The designated Senior Management Personnel of the Company have disclosed to the Board that no material, financial and commercial transactions have been made during the year under review in which they have personal interest, which may have a potential conflict with the interest of the Company at large.

q) Director Seeking Appointment & Re- Appointment As required under Regulation 36(3) of the SEBI Listing Regulations, particulars of Directors seeking appointment

/ re-appointment at the forthcoming AGM are given herein and in the Annexure to the Notice of the 22nd AGM to be held on August 14, 2023.

r) Audit Fee Paid by Company & Its Subsidiaries

Total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to the statutory auditors and all entities in the network firm / network entity of which the statutory auditor is a part, is given below:

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Sundar Srini & Sridhar Financial Year 2022-23 (₹ In Mn.)
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Sundar Srini & Sridhar	Financial Year 2022-23 (₹ In Mn.)

Audit Fees	32,80,323
Taxation Matters	Nil
Other Services	Nil
Reimbursement of Expenses	Nil
Total	32,80,323

s) Website

The Company’s website www.takesolutions.com/ contains a separate dedicated section namely “Investors Relationship” where shareholders information is available. The Annual Report of the Company is also available on the website of the Company www.takesolutions.com in a downloadable form.

t) Intimation to Stock Exchanges:

The Company also regularly intimates to the Stock Exchanges all price sensitive and other information which are material and relevant to the investors.

u) Compliance with mandatory requirements and adoption of the non-mandatory requirements.

The Board of Directors periodically reviewed the compliance of all applicable laws and steps taken by the Company to rectify instances of non- compliance, if any. The Company is in compliance with all mandatory requirements of Listing Regulations.

v) No loans or advances which are in the nature of loans have been granted by company to promoters, directors and KMPs (as defined under the Companies Act, 2013) either severally or jointly with any other person

TAKE Solutions Limited

w) Details of the Material Subsidiaries

Disclosure on Material Subsidiaries	Disclosure on Material Subsidiaries
Name of the Material Subsidiary	Ecron Acunova Limited
Date of Incorporation	17/12/2004
Place of Incorporation	Bangalore
Name of the Statutory Auditor	Sundar Srini & Sridhar
Date of Appointment	30.09.2022

For and on behalf of the Board of Directors

Sd/Sd/Srinivasan H R Shobana N S Place: Chennai Director Executive Director Date: May 29, 2023 DIN: 00130277 DIN: 01649318

42 TAKE Solutions Limited

Certificate on Corporate Governance

Code of Conduct Certification

The Board of TAKE Solutions Limited has laid down a Code of Conduct for all Board Members and Senior Management. The Code of Conduct has been posted in the Company’s website www.takesolutions.com/images/corporate governance/Code of conduct for Directors & SMP.pdf All the Board Members and the Senior Management Personnel have affirmed compliance with the Code.

Place: Chennai Date: May 29, 2023

INDEPENDENT AUDITOR’S CERTIFICATE ON CORPORATE GOVERNANCE

This Certificate is issued in accordance with your letter dated 23[rd] May 2023
We, Sundar Srini & Sridhar, Chartered Accountants, the Statutory Auditors of TAKE Solutions Limited (“the Company”), have examined the compliance of conditions of Corporate Governance by the Company, for the year ended on March 31, 2023, as stipulated in Regulations 17 to 27 and clauses (b) to (i) of regulation 46 (2) and para C and D of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

Management’s Responsibility

The compliance of conditions of Corporate Governance is the responsibility of the Management. This responsibility includes the design, implementation and maintenance of internal control and procedures to ensure the compliance with the conditions of the Corporate Governance stipulated in the Listing Regulations.

Auditor’s Responsibility

Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring the compliance with the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
We have examined the books of account and other relevant records and documents maintained by the Company for the purposes of providing reasonable assurance on the compliance with Corporate Governance requirements by the Company.
We have carried out an examination of the relevant records of the Company in accordance with the Guidance Note on Certification of Corporate Governance issued by the Institute of Chartered Accountants of India (the “ICAI”), the Standards on Auditing specified under Section 143(10) of the Companies Act 2013, in so far as applicable for the purpose of this certificate and as per the Guidance Note on Reports or Certificates for

Sd/Shobana N S Executive Director

Special Purposes issued by the ICAI which requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.

We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements issued by ICAI.

Qualified Opinion

Based on our examination of the relevant records and according to the information and explanations provided to us and the representations provided by the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C and D of Schedule V of the Listing Regulations during the year ended March 31, 2023 except the non-compliance of Regulation 17(1) (a) of the Listing Regulations, with respect to Composition of Board of Directors, whereby the Company is required to have atleast one Independent Woman Director. The aforementioned non-compliance was from October 1, 2022 till February 13, 2023 and as at the end of the financial year, the Company is fully compliant with the above.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Restriction on Use

The certificate is addressed and provided to the members of the Company solely for the purpose to enable the Company to comply with the requirement of the Listing Regulations, and it should not be used by any other person or for any other purpose. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this certificate is shown or into whose hands it may come without our prior consent in writing. We have no responsibility to update this Certificate for any events or circumstances occurring after the date of this Certificate.

For Sundar Srini & Sridhar Chartered Accountants

Firm Registration Number: 004201S

V. Vijay Krishna, Partner Membership Number: 216910 UDIN: 23216910BGXQLS3665

Place: Chennai Date: May 29, 2023

TAKE Solutions Limited

Annexure-2

FORM NO. MR-3

SECRETARIAL AUDIT REPORT

For the Financial Year ended 31st March 2023

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

M/s. TAKE Solutions Limited, CIN: L63090TN2000PLC046338 Reg. Off.: No.27,Tank Bund Road, Nungambakkam, Chennai-600 034, Tamil Nadu, India.

I/We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. TAKE Solutions Limited (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided me/us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my/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, I/We hereby report that in my/our opinion, the Company has, during the audit period covering the financial year ended on 31st March 2023 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliancemechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I/We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March 2023 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 Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
(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;
(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 (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
(f) The Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements), 2015;
(g) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008Not Applicable;
(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009- Not Applicable; and
(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018- Not Applicable;

During the period under review, we observed that the Company has complied with the applicable statutory provisions as stated above, Rules, Regulations, Guidelines made thereunder except otherwise provided below:

Financial Results for the Quarter 1 & Quarter 2 of the Financial Year ended 31st March 2023, Independent Women Director appointment as per requirement, Regulation 17(7) of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements), 2015 have been complied with a delay and a penalty has been levied by the NSE and BSE.

On matters stated on basis for Qualified Opinion and Material uncertainty relating to Going concern in the Standalone and Consolidated report of the Statutory Auditor dated 29th May 2023.

We further report that based on the explanation given, information received, and process explained, 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 labour laws, rules, regulations and guidelines as listed hereunder;

The Contract Labour (Regulation and Abolition) Act, 1970

44 TAKE Solutions Limited

The Employees’ Compensation Act, 1923
The Employees’ Provident Funds & Miscellaneous Provisions Act, 1952
The Equal Remuneration Act, 1976 and The Equal Remuneration Rules, 1976
The Maternity Benefit Act, 1961
The Minimum Wages Act, 1948
The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Tamil Nadu Labour Welfare Fund Act, 1972
The Tamil Nadu Shops and Establishments Act, 1947
The Tamil Nadu Tax on Professions, Trades & Callings & Employments Act, 1992

I/We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with National Stock Exchange and Bombay Stock Exchange(s);

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, 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.

I/We further report that 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.

I/we further report that during the audit period the Company has specific events / actions having a major bearing on the company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. referred to above:

I/We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive

Place : Chennai Date : 29th May 2023

(A. Ajay Kumar Bantia) Company Secretary in practice FCS No. 10357; C.P. No.: 13620 Peer Review No.: 3214/2023 UDIN: F010357E000416147

This Report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.

TAKE Solutions Limited

‘Annexure A’

To,

The Members, M/s. TAKE Solutions Limited, CIN: L63090TN2000PLC046338 Reg. Off.: No.27, Tank Bund Road, Nungambakkam, Chennai-600 034, Tamil Nadu, India.

My report of even date is to be read along with this letter.

Maintenance of Secretarial record is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on our audit.
Due to the post CoVID – 19 norms, audit was performed through virtual data sharing. Further, I have followed the audit practices and process 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. I believe that the process and practices, I followed provide a reasonable basis for my opinion.
I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
Where ever required, I have obtained the Management representation about the Compliance of laws, rules and regulations and happening of events etc.
The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedure on test basis.
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.

Place : Chennai Date : 29[th] May 2023

(A. Ajay Kumar Bantia) Company Secretary in practice FCS No. 10357; C.P. No.: 13620 Peer Review No.: 3214/2023 UDIN: F010357E000416147

46 TAKE Solutions Limited

Annexure-2A

SECRETARIAL COMPLIANCE REPORT OF TAKE SOLUTIONS LIMITED FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2023

We have examined:

(a) all the documents and records made available to us and explanation provided by TAKE Solutions 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 certification, for the year ended 31st March 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) 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;
(e) 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 Debt Securities) Regulations, 2008;
(g) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021;
(h) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; and circulars/ guidelines issued thereunder;

I/We hereby report that, during the Review Period, the compliance status of the listed entity is appended as below:

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----- Start of picture text -----

S. No. Particulars Compliance Observations
Status (Yes/ No/ / Remarks by
NA) PCS
----- End of picture text -----

S. No.	Particulars	Compliance Status (Yes/ No/ NA)	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 Company Secretaries India (ICSI), as notifed by the Central Government under section 118 (10) of the Companies Act, 2013 and mandatorilyapplicable.	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 have been reviewed & updated on time, as per the regulations/ circulars/ guidelines issued bySEBI	Yes	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 specifc which re- directs to the relevant document(s)/ section of the website	Yes	NIL
4.	Disqualifcation of Director: None of the Director(s) of the Company is / are disqualifed under Section 164 of Companies Act, 2013 as confrmed bythe listed entity.	Yes	NIL

TAKE Solutions Limited 47

5.	Details related to Subsidiaries of listed entities have been examined w.r.t.: (a) Identifcation of material subsidiary companies (b) Disclosure requirement of material as well as other subsidiaries	Yes	As per information provided by the management, the material subsidiary companies were identifed
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 fnancial year/duringthe fnancialyear asprescribed 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; or (b) The listed entity has provided detailed reasons along with confrmation whether the transactions were subsequently approved/ ratifed/ rejected bythe Audit Committee, in case noprior approval has been obtained.	Yes	NIL
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 limitsprescribed thereunder.	Yes	NIL
10.	Prohibition of Insider Trading: The listed entity is in compliance with Regulation 3(5) & 3(6) SEBI (Prohibition of Insider Trading) Regulations, 2015.	Yes	NIL
11.	Actions taken by SEBI or Stock Exchange(s), if any: No action(s) has been 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 except as provided under separate paragraph herein (**).	No	NSE & BSE has imposed a monetary penalty due to non-compliance of SEBI(LODR) Regulation
12.	Additional Non-compliances, if any: No additional non-compliance observed for any SEBI regulation/ circular/ guidance note etc.	No	NIL

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:

48 TAKE Solutions Limited

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----- Start of picture text -----

S. No. Particulars Compliance Observations
Status (Yes/ / Remarks by
No/ NA) PCS
----- End of picture text -----

S. No.	Particulars	Compliance Status (Yes/ No/ NA)	Observations / Remarks by PCS

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 fnancial year, the auditor before such resignation, has issued the limited review/ audit report for such quarter; or ii. If the auditor has resigned after 45 days from the end of a quarter of a fnancial year, the auditor before such resignation, has issued the limited review/ audit report for such quarter as well as the next quarter; or iii. If the auditor has signed the limited review/ audit report for the frst three quarters of a fnancial year, the auditor before such resignation, has issued the limited review/ audit report for the last quarter of such fnancial year as well as the audit report for such fnancialyear.	N.A. N.A. N.A.	NIL NIL NIL
Other conditions relating to resignation of statutory auditor
	Reporting of concerns by Auditor with respect to the listed entity/its material subsidiary to the Audit Committee: 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 specifcally 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 company, 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 specifed by ICAI / NFRA, in case where the listed entity/ its material subsidiary has not provided information as required bythe auditor.	N.A.	NIL
	The listed entity / its material subsidiary has obtained information from the Auditor upon resignation, in the format as specifed in Annexure- A in SEBI Circular CIR/ CFD/CMD1/114/2019 dated 18th October, 2019.	N.A.	NIL

TAKE Solutions Limited

Remarks	NIL.	NIL.	NIL
Management Response	The Company has paid the fne and subsequently published its fnancial results for the frst quarter ended June 2022 on October 18, 2022. Further due to delay in publication of fnancial results for the quarter 1 & 2, the promoters holding were freezed by stock exchanges and later on the same has been released upon payment of fne and compliance of Regulation 33.	The Company has paid the fne amount and subsequently published its fnancial results for the second quarter ended September 2022 on December 7, 2022	The Company has paid the fne amount of Rs. 5,42,800 to NSE and subsequently appointed Women Independent Director on February 14, 2023 The balance fne amount will be paid within the stipulated time period to both NSE & BSE.
Obser- vations/ Remarks of the Practicing Company Secretary	Due to delay in publication of fnancial results, the promoters holding were freezed Non- Compliance has been rectifed and penalty has been paid.	Non- Compliance has been rectifed and penalty has been paid.	Non- Compliance has been rectifed and the Company is in process of paying its penalty.
Fine Amount	BSE - Rs. 2,65,600 NSE – Rs. 3,71,700	BSE - Rs. 1,35,700 NSE – Rs. 1,35,700	BSE – Rs. 2,59,600 NSE – Rs. 8,02,400
Details of Violation	The Company has delayed in submission of its fnancial results for the frst quarter ended June 2022	The Company has delayed in submission of its fnancial results for the second quarter ended September 2022	The has been a delay in appointment of Women Independent Director
Type of Action	SOP Fine	SOP Fine	SOP Fine
Action Taken by	BSE & NSE	BSE & NSE	BSE & NSE
Deviations	Delay in submission of fnancial results for the frst quarter ended June 2022	Delay in submission of fnancial results for the second quarter ended September 2022	Delay in appointment of Women Independent Director
Regu lation/ Circular No.	33	33	17(1)(a)
Compliance Requirement (Regulations/ circulars/ guidelines including specifc clause)	SEBI (LODR) Regulations, 2015	SEBI (LODR) Regulations, 2015	SEBI (LODR) Regulations, 2015
S. No.	1	2	3

50 TAKE Solutions Limited

Re- marks	NA	Place: Chennai Date: 29.05.2023 (A. Ajay Kumar Bantia) PRACTISING COMPANY SECRETARY FCS: 10357;CP No: 13620 UDIN: F010357E000416158 Peer Review No:3214/2023
Manage- ment Re-sponse	NA
Obser- vations/ Remarks of the Practicing Company Secretary	NA
Fine Amount	NA
Details of Violation	NA
Type of Action	NA
Action Taken by	NA
Deviations	NA
Regulation/ Circular No.	NA
Compliance Requirement (Regulations/ circulars/ guide- lines including specifc clause)	NA
S. No.	NA

TAKE Solutions Limited

Annexure-2B

CERTIFICATE OF NON-DISQUALIFICATION OF

DIRECTORS

(Pursuant to Regulation 34 (3) read with Schedule V Para-C Sub Clause (10)(i) of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To,

The Members,

M/s. TAKE Solutions Limited,

CIN: L63090TN2000PLC046338 No. 27, Tank Bund Road, Nungambakkam, Chennai – 600 034, Tamil Nadu, India.

We have examined the following documents:

i. Declaration of Non-Disqualification as required under Section 164 of Companies Act, 2013 (‘the Act’)
ii. Disclosure of concern or interests as required under Section 184 of the Act;

(Hereinafter referred to as ‘relevant documents’)

as submitted to the Company by the Directors of TAKE Solutions Limited (‘the Company’) bearing CIN: L63090TN2000PLC046338, currently having its Registered Office at No. 27, Tank Bund Road, Nungambakkam, Chennai – 600 034,Tamil Nadu, India, to the Board of Directors of the Company (‘the Board’) for the Financial Year 20222023 and relevant registers, records, minute books, forms, returns and other records maintained by the Company, its Officers, Agents and Authorised Representatives of the Company and as made available to us for the purpose of issuing this Certificate pursuant to Regulation 34(3)

read with Para C(10)(i) of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. We have considered non-disqualification to include non-debarment by Regulatory / Statutory Authorities. Based on our examination as aforesaid and verifications carried out by us as deemed necessary and adequate (including Directors Identification Number (DIN) status at the portal https://www.mca.gov.in), in our opinion and to the best of our information and knowledge and according to the information and explanations furnished to us by the Company, its Officers and Authorised Representatives, we hereby certify that during the Financial Year ended 31st March 2023, none of the Directors as stated below on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India (SEBI)/ Ministry of Corporate Affairs or any such other statutory authority.

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S. No. Name of Director Director Identification Designation Date of
Number (DIN) Appointment
----- End of picture text -----

S. No.	Name of Director	Director Identifcation Number (DIN)	Designation	Date of Appointment

1.	Srinivasan Ramani Harikesanallur	00130277	Director	30.06.2022
2.	Shobana	01649318	Whole Time Director	18.08.2022
3.	Ramesh Gopal	00194267	Independent Director	30.06.2022
4.	Rangasami Seshadri	00197586	Independent Director	27.09.2022
5.	Chella Gowrishankar	00269690	Director	30.06.2022
6.	Chandrasekaran Nagarajan	01774322	Independent Director	27.09.2022
7.	Kiran Sharma	00095745	Independent Director	14.02.2023

*The date of appointment is as per the MCA Portal

It is the responsibility of the Directors to submit relevant documents with complete and accurate information in accordance with the provisions of the Act. Ensuring the eligibility 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 based on our verification. We further state that 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.

This Certificate has been issued at the request of the Company to make disclosure in its Corporate Governance Report for the Financial Year ended 31st March, 2023.

Disclaimer: Our Certificate is limited to the details made available to us. Details related to any debarment or disqualification, if any, pursuant to any order from civil or criminal court does not form part.

Place : Chennai Date : 29th May 2023

(A. Ajay Kumar Bantia) Company Secretary in practice FCS No. 10357; C.P. No.: 13620 Peer Review No.: 3214/2023 UDIN: F010357E000416171

TAKE Solutions Limited

Annexure-3

FORM NO. MR-3

SECRETARIAL AUDIT REPORT

For the Financial Year ended 31st March 2023

[Pursuant to Section 204(1) of the Companies Act, 2013 and

Rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members, M/s. Ecron Acunova Limited,

CIN: U73100KA2004PLC035260 Reg. Off.: Mobius Towers, SJR -I Park, EPIP Whitefield, Bangalore-560 066, Karnataka, India.

I/We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. Ecron Acunova Limited (hereinafter called “ the Company ”). Secretarial Audit was conducted in a manner that provided me/us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

I/We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March 2023 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-Not Applicable;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-
(j) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; -Not Applicable;
(k) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; -Not Applicable;
(l) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018-Not Applicable;
(m) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021-Not Applicable;
(n) 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-Not Applicable;
(o) The Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements), 2015-Not Applicable
(p) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008Not Applicable
(q) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009- Not Applicable; and
(r) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018- Not Applicable;

During the period under review, we observed that the Company has complied with the applicable statutory provisions as stated above, Rules, Regulations, Guidelines made thereunder.

The Contract Labour (Regulation and Abolition) Act, 1970
The Employees’ Compensation Act, 1923
The Employees’ Provident Funds & Miscellaneous Provisions Act, 1952
The Equal Remuneration Act, 1976 and The Equal Remuneration Rules, 1976
The Maternity Benefit Act, 1961
The Minimum Wages Act, 1948
The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Registration Act, 1908
The Indian Stamp Act, 1899
The Income Tax Act, 1961

TAKE Solutions Limited

11. The Sale of Goods Act, 1930

The Information Technology Act, 2000
The Trade Marks Act, 1999
The Central Goods and Services Tax Act, 2017

I/We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India ICSI).

In my opinion and best of my information and according to the explanation given to me by the Company, I report that the Company has complied with the requirements of applicable secretarial standards issued by ICSI with respect to the General Meeting and Board Meeting.

My examination of the applicable financial laws, including direct and indirect taxation laws, maintenance of records and books of accounts and their reporting are limited to the extent of reporting made by the management to the Board of Directors of the Company. Further for ascertaining compliance with applicable financial laws we have relied on the Statutory Auditor of the Company and other designated professionals.

Place : Chennai Date : 29th May 2023

I/We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive 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 were given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, 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.

(A. Ajay Kumar Bantia) Company Secretary in practice FCS No. 10357; C.P. No.: 13620 Peer Review No.: 3214/2023 UDIN: F010357E000416191

This Report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.

54 TAKE Solutions Limited

‘Annexure A’

To,

The Members, M/s. Ecron Acunova Limited, CIN: U73100KA2004PLC035260 Reg. Off.: Mobius Towers, SJR -I Park, EPIP Whitefield, Bangalore-560 066, Karnataka, India.

My report of even date is to be read along with this letter.

Maintenance of Secretarial record is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on our audit.
Due to the post CoVID – 19 norms, audit was performed through electronic mode. Further, I have followed the audit practices and process 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. I believe that the process and practices, I followed provide a reasonable basis for my opinion.

Place : Chennai Date : 29th May 2023

I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
Where ever required, I have obtained the Management Representation about the Compliance of laws, rules and regulations and happening of events etc.
The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards are the responsibility of management. My examination was limited to the verification of procedure on test basis.
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.
(A. Ajay Kumar Bantia)
Company Secretary in practice FCS No. 10357; C.P. No.: 13620 Peer Review No.: 3214/2023 UDIN: F010357E000416191

TAKE Solutions Limited

Annexure-4

FORM AOC - 1

Statement containing salient features of financial statement of subsidiaries (Pursuant to first proviso to sub-section (3) of Section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

1	Name of Subsdiary	Navitas LLP
2	Reporting period of the subsidiaryconcern	April 01, 2022 to March 31, 2023
		Amount in ₹ Mn
3	Share Capital	10.00
4	Reserves and Surplus	0.90
5	Total Assets	216.28
6	Total Liabilities	205.38
7	Investments	-
8	Turnover	400.29
9	Proft/(Loss) before Taxation	(521.76)
10	Provision for Taxation	(1.37)
11	Proft/(Loss) after Taxation	(520.39)
12	% of Shareholding	100%

1	Name of Subsdiary	Ecron Acunova Limited
2	Reporting period of the subsidiaryconcern	April 01, 2022 to March 31, 2023
		Amount in ₹ Mn
3	Share Capital	429.82
4	Reserves and Surplus	(604.80)
5	Total Assets	1,131.99
6	Total Liabilities	1,306.97
7	Investments	10.00
8	Turnover	1,043.73
9	Proft/(Loss) before Taxation	(933.82)
10	Provision for Taxation	14.05
11	Proft/(Loss) after Taxation	947.87
12	% of Shareholding	100%

1	Name of Subsidiary	TAKE Solutions Limited ESOP Trust
2	Reporting period of the subsidiaryconcern	April 01, 2022 to March 31, 2023
		Amount in ₹ Mn
3	Share Capital	-
4	Reserves and Surplus	75.28
5	Total Assets	126.71
6	Total Liabilities	51.43
7	Investments	-
8	Turnover	-
9	Proft/(Loss) before Taxation	0.01
10	Provision for Taxation	-
11	Proft/(Loss) after Taxation	0.01
12	% of Shareholding	100%

56 TAKE Solutions Limited

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1 Name of Subsidiary TAKE Consultancy Services Inc
----- End of picture text -----

1	Name of Subsidiary	TAKE ConsultancyServices Inc

2	Reporting currency and Exchange rate as on the last date of the relevant fnancialyear
3	Reporting period of the subsidiaryconcern	April 01, 2022 to March 31, 2023
		Amount in ₹ Mn
4	Share Capital	82.17
5	Reserves and Surplus	(39.54)
6	Total Assets	43.90
7	Total Liabilities	1.27
8	Investments	-
9	Turnover	1.62
10	Proft/(Loss) before Taxation	(38.65)
11	Provision for Taxation	-
12	Proft/(Loss) after Taxation	(38.65)
13	% of Shareholding	100%

TAKE Solutions Limited

Annexure - 5

Corporate Social Responsibility Report

Pursuant to Section 135 of the Companies Act, 2013

1. A Brief outline of the Company’s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web- link to the CSR policy and project or programs:

Our Corporate Social Responsibility (CSR) Policy reiterates our commitment to be a socially and environmentally conscious organization. Further, it gives the details of the governance structure of our CSR initiatives and the details

of the CSR projects we have undertaken. The CSR Policy of the Company is hosted in our website at https://www. takesolutions.com/images/about-take/Corporate-SocialResponsibility.pdf.

The projects inter-alia covers the following.

a) Ensuring environmental sustainability

  - b) Promotion of preventive healthcare.

2. Composition of the CSR Committee:

The Company has a CSR committee of Directors comprising of (3) Members namely:

S. No.	Name of the Director/ Key Managerial Personnel	Designation	DIN	Number of meetings of CSR Committee held during the year	Number of meetings of CSR Committee attended during theyear
1.	Mr. Srinivasan. H. R	Chairperson (Non- Executive Director)	00130277	1	1
2.	Dr. Nagarajan Chandrasekaran*	Member (Independent Director)	01774322	1	1
3.	Ms. Shobana N S	Member (Executive Director)	01649318	1	1

* During the year, Dr. Nagarajan Chandrasekaran was appointed as Member with effect from September 27, 2022 in view of resignation of Mr. Venkatraman Murali from Directorship of the Company.

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company.

https://www.takesolutions.com/about-
us#sustainability

4. Provide the executive summary along with web link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if applicable: Not Applicable

5. (a) Average net profit of the Company as per subsection(5) of section 135: Nil

(b) Two percent of average net profit of the Company as per sub-section (5) of section 135: Nil
(c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: Nil
(d) Amount required to be set off for the financial year, if any: Nil
(e) Total CSR obligation for the financial year (5a+5b5c): Nil

6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): Rs. 38,96,000

(b) Amount spent in Administrative Overheads: Nil
(c) Amount spent on Impact Assessment, if applicable: Nil
(d) Total amount spent for the Financial year [(a)+(b)+(c)]: Rs. 38,96,000
(e) CSR amount spent or unspent for the financial year:

Total Amount	Amount Unspent (in Rs.)	Amount Unspent (in Rs.)	Amount Unspent (in Rs.)	Amount Unspent (in Rs.)	Amount Unspent (in Rs.)
Spent for the Financial Year (Rs.)	Total Amount transferred to Unspent CSR Account as per sub-section (6) of section 135		Amount transferred to any fund specifed under Schedule VII as per second proviso to sub-section (5) of section 135
	Amount	Date of transfer	Name of the Fund	Amount	Date of transfer
Rs. 38,96,000	NA	NA	NA	NA	NA

TAKE Solutions Limited

(f) Excess amount for set-off, if any: Not Applicable

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----- Start of picture text -----

Sl. No. Particulars Amount
(in Rs.)
----- End of picture text -----

Sl. No.	Particulars	Amount (in Rs.)

(1)	(2)	(3)
(i)	Twopercent of average netproft of the Companyasper sub-section (5) of section 135	Nil
(ii)	Total amount spent for the Financial Year	Nil
(iii)	Excess amount spent for the Financial Year [(ii)-(i)]	Nil
(iv)	Surplus arising out of the CSR projects or programmes or activities of the previous Financial Years, if any	Nil
(v)	Amount available for set-of in succeedingFinancial Years [(iii)-(iv)]	Nil

7. (a) Details of Unspent Corporate Social Responsibility amount for the preceding three Financial Years:

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----- Start of picture text -----

1 2 3 4 5 6 7 8
S.No Preceding Amount Balance Amount Amount transferred Amount Deficiency, if
Financial transferred Amount in spent to any fund specified remaining any
Year(s) to Unspent Unspent in the under Schedule VII as to be
CSR CSR Financial per second proviso spent in
Account Account Year (in Rs.) to sub-section (5) of succeeding
under sub- under sub- section 135, if any Financial
section (6) section (6) Amount Date of Years (in Rs.)
of Section of section
(in Rs.) transfer
135 (in Rs.) 135 (in Rs.)
1 2020-2021 40,00,000 13,80,000 26,20,000 Nil Nil 13,80,000 Nil
2 2021-2022 12,76,000 Nil 12,76,000 Nil Nil Nil Nil
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8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year:

Yes No

If Yes, enter the number of Capital assets created/acquired

Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year:

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----- Start of picture text -----

Sl. No. Short particulars of the Pincode Date of Amount Details of entity/Authority/
property or asset(s) of the creation of CSR beneficiary of the registered owner
[including complete property amount
address and location of or asset(s) spent
the property]
(1) (2) (3) (4) (5) (6)
CSR Name Registered
Registration address
Number, if
applicable
Nil Nil Nil Nil Nil Nil Nil Nil
----- End of picture text -----

(All the fields should be captured as appearing in the revenue record, flat no, house no, Municipal Office/Municipal

Corporation/Gram panchayat are to be specified and also the area of the immovable property as well as boundaries)

9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section subsection 5 of section 135: Not Applicable

Place: Chennai Date: May 29, 2023

By Order of the Board Srinivasan H R Director Chairman – CSR Committee DIN: 00130277

TAKE Solutions Limited 59

Annexure - 6

NOMINATION AND REMUNERATION POLICY

1. BACKGROUND AND APPLICABILITY

This Policy is in compliance with Section 178 of the Companies Act, 2013, read with applicable rules made thereunder.

This Nomination, Remuneration and Evaluation Policy (the “Policy”) applies to the Board of Directors (the “Board”), Key Managerial Personnel (the “KMP”) and the Senior Management Personnel of TAKE Solutions Limited (TSL).

2. DEFINITION

4. ACCOUNTABILITY

The Board is ultimately responsible for the appointment of Directors and Key Managerial Personnel. However, the Board, in terms of requirements of Companies Act, 2013 and rules made thereunder, has delegated responsibility for assessing and selecting the candidates for the role of Directors, Key Managerial Personnel and the Senior Management of the Company to the Nomination and Remuneration Committee which makes nominations & recommendations to the Board.

a) Nomination and Remuneration Committee (NRC):

It means a Committee of Directors constituted under the requirements of Companies Act, 2013, read with rules made thereunder.

b) Key Managerial Personnel” (KMP):

KMP means and includes:

(i). the Chief Executive Officer or the Managing Director or the Manager;
(ii). the Company Secretary;
(iii). the Whole-time Director;
(iv). the Chief Financial Officer; and
(v). such other officer as may be prescribed.

c) Senior Management Personnel (SMP):

The expression “senior management” shall mean officers/ personnel of the listed entity who are members of its core management team excluding board of directors and normally this shall comprise all members of management one level below the chief executive officer/managing director/whole time director/manager (including chief executive officer/manager, in case they are not part of the board) and shall specifically include company secretary and chief financial officer.

3. OBJECTIVE

The Nomination and Remuneration Committee shall provide a policy framework for:

a) Identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board for their appointment and removal;
b) Carrying out evaluation of every Director’s performance;
c) Identifying the criteria for determining qualifications, positive attributes and independence of a director;
d) Finalizing the remuneration for the Directors, Key Managerial Personnel and Sr. Management Personnel;
e) Assessing the independence of Independent Directors; and
f) Such other key issues/matters as may be referred by the Board or as may be necessary in view of the provision of the Companies Act 2013 and Rules thereunder.

5. APPOINTMENT OF DIRECTORS AND KMPS/SENIOR OFFICIALS

a) Directors

Enhancing the competencies of the Board and providing strategic inputs to the management of the Company should be the main criteria/focus area while selecting Directors of the Company. The proposed person should be assessed against a range of criteria which includes but not limited to:

Personality, skills and professional knowledge
Knowledge and experience relevant to the business of the Company;
Understanding of and experience in performing his roles and responsibilities;
Independence of judgment;
Educational and professional qualification(s)
Past performance and credentials, behavior & conduct
Ability to work individually as well as a member of team;
Ability to represent the Company;
Interaction and relationship with the other members of the Board, KMPs and key stakeholders.
Board room conduct
Communication skills and
Ethics and Values.

Independence of Directors:

Independence of Directors shall be decided on the basis of criteria provided under the relevant provisions of the Companies Act, 2013, read with rules made thereunder, and any modification/amendments done from time to time. A declaration of Independence shall also be taken from the Independent Directors before their induction on the Board of Directors and at certain periodic intervals.

b) KMP/Sr. Officials

KMP and Sr. Officials shall be identified by the Company and informed to the Nomination and Remuneration Committee from time-to -time. Their Individual job descriptions shall also be updated from time-to-time based on the business and legal requirements.

6. LETTERS OF APPOINTMENT

The Company will issue a formal letter of appointment to each Director, KMP/Senior Officials which will, inter-alia,

60 TAKE Solutions Limited

contain the terms of appointment and the role assigned by the Company and get it accepted and signed by the concerned individual.

7. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

While fixing the remuneration, the guiding principle should be that the level and composition of remuneration should be reasonable and sufficient to attract, retain and motivate Directors, Key Management Personnel and other senior officials. The Directors, Key Management Personnel and other senior official’s salary shall be based and determined on the basis of individual’s responsibilities and performance and in accordance with the limits as prescribed statutorily, if any. Individual remuneration packages for Directors, KMPs and Senior Officials of the Company will be determined after taking into account relevant factors, including but not limited to:

Qualification and experience
Level of engagement in the affairs of the Company,
Market conditions,
Financial and commercial health of the Company,
Practice being followed in comparable companies,
Prevailing laws and government/other guidelines.

Remuneration Structure

The remuneration structure would depend upon the roles and responsibilities as well as the prevailing market practices. In normal circumstances, the remuneration of an individual shall be divided between fixed and variable components.

a) Base Compensation (fixed salaries): It should be competitive and reflective of the individual’s role, responsibility and experience in relation to performance of day -to-day activities, usually reviewed on an annual basis; (includes salary, allowances and other statutory/non-statutory benefits which are normal part of remuneration package in line with market practices).
b) Variable salary: The NRC may in its discretion, structure any portion of remuneration to link rewards to corporate and individual performance, fulfilment of specified improvement targets or the attainment of certain financial or other objectives set in this regard.
c) Any other component/benefits as may be recommended by the management and approved by the NRC Committee.

8. EVALUATION/ ASSESSMENT OF DIRECTORS:

The evaluation/assessment of the Directors is to be conducted on an annual basis. The following criteria may assist in determining how effective the performances of the Directors have been:

a) Vision and clarity of roles & responsibility: The Individual Director should have awareness of fiduciary and statutory requirements and a clearly articulated vision. This includes clarity of role as a member of the Board of the Company.
b) Board Processes: The quality of board processes such as decision making (i.e. how directors ensure they are well informed to be able to make the decisions in the best interest of the Company and its stakeholders) selection and induction etc.
c) Engagement with Management: How well the board engages with the management to ensure it is well supported and able to meet the needs of its members.
d) Board dynamics: At the heart are the board dynamics. It is the quality of individual relationships and dialogues that directly influences the quality of decision making and relationships with key stakeholders.
e) Frequency of participation: The Individual should make him /her available for attending the Board meetings of the Company and be available for providing his/her guidance and support in case of need.

9. REVIEW AND REVISION

The policy shall be reviewed by the Nomination & Remuneration Committee at appropriate intervals and based on its recommendations; the Board may revise the same from time to time.

TAKE Solutions Limited

Annexure - 6A

Disclosure pursuant to Companies

(Appointment & Remuneration) Rules, 2014

(Information provided pertains to employees of TAKE Solutions Limited as a Standalone entity)

i) The ratio of the remuneration and percentage increase in remuneration of each Director to the median remuneration of the employees of the company for the financial year:

Sl. No	Name of the Director	Remuneration paid (₹) *	Ratio of remuneration of director to the median employee remuneration	% increase / (Decrease)
1	Ms. Shobana N S	1,06,258	1:0.07	-

*Sitting fees paid to the Directors has not been considered

The percentage increase in remuneration of Chief Executive Officer, Chief Financial Officer & Company Secretary in the financial year:

Name	Designation	% increase/decrease
Mr. Srinivasan. P	CompanySecretary	-
Mr. Venkatesan V*	Chief Financial Ofcer	-

*Mr. Venkatesan V was appointed as Chief Financial Officer of the Company with effect from December 30, 2022
ii) The percentage increase in the median remuneration of employees in the financial year: 8.47%
iii) The number of permanent employees on the rolls of the Company: 8 (Standalone basis)
iv) Average percentile 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 if there are any exceptional circumstances for increase in managerial remuneration): Average Percentage Ratio of Employees and Managers is 3:5
v) Key parameters for variable component of remuneration availed by the Directors - It is based on performance of the individual, organization and participation in meetings, contribution made in decision making process and other relevant factors.
vi) The remuneration paid is as per the remuneration policy of the Company.

62 TAKE Solutions Limited

Annexure - 7

FORM AOC – 2

(Pursuant to Section 134(3)(h) of the Companies Act, 2013 read with 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 Section 188(1) of the Companies Act, 2013 including certain arms’ length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm’s length basis:

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----- Start of picture text -----

S. No Particulars Amount
----- End of picture text -----

S. No	Particulars	Amount

A	Name(s) of the relatedpartyand nature of relationship	Nil
B	Nature of contracts/arrangements/transactions
C	Duration of the contracts / arrangements/transactions
D	Salient terms of the contracts or arrangements or transactions including the value, if any
E	Justifcation for enteringinto such contracts or arrangements or transactions
F	Date(s) of approval bythe Board
G	Amountpaid as advances, if any
H	Date on which (a) the special resolution was passed in general meeting as required under frstproviso to Section 188 of the Companies Act, 2013

2. Details of material contracts or arrangement or transactions at arm’s length basis:

S. No	Particulars	Amount
A	Name(s) of the relatedpartyand nature of relationship	Nil
B	Nature of contracts/arrangements/transactions
C	Duration of the contracts/arrangements/transactions
D	Salient terms of the contracts or arrangements or transactions including the value, if any
E	Date(s) of approval bythe Board, if any
F	Amountpaid as advances, if any

TAKE Solutions Limited

FINANCIAL SECTION

INDEPENDENT AUDITOR’S REPORT

To

The Members of TAKE Solutions Limited

Report on the Audit of the Consolidated Financial Statements

Qualified Opinion

We have audited the accompanying consolidated financial statements of TAKE Solutions Limited (hereinafter referred to as “the Holding Company”) and its subsidiaries (Holding Company and its subsidiaries together referred to as “the Group”), which comprise the Consolidated Balance Sheet as at March 31, 2023, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows for the year then ended on that date and notes to the consolidated financial statements including summary of significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the Basis for Qualified Opinion section of our report, the aforesaid consolidated financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at March 31, 2023, of its consolidated loss and other comprehensive income, consolidated changes in equity and consolidated cash flows for the year ended on that date.

Basis for Qualified Opinion

Tax assets appearing in the consolidated financial statements include an amount of ₹ 90.70 Mn pertaining to the Holding Company in respect of the financial periods ending upto March 31, 2020. In the absence of sufficient appropriate evidence to corroborate management’s assessment of recoverability of these balances we are unable to comment on the carrying value of above receivables and the shortfall, if any, on the amount that would be ultimately realizable from the tax authorities.
As stated in Note No 15(b) Contract Assets of ₹ 240.99 Mn disclosed under current financial assets and deferred revenue to an extent of ₹ 245.40 Mn disclosed under other current liabilities pertaining to businesses which were novated needs to be reconciled as on March 31, 2023. In the absence of such reconciliation statement, we are unable to comment on the impact on the consolidated financial statements and as stated in

Note No 15(b) disclosures in respect of movement in contract balances and deferred revenue and remaining performance obligation as at the end of the reporting period could not be made in accordance with Ind AS.

No impairment assessment on trade receivables whose net carrying value is ₹ 122.10 Mn have been carried out by the Navitas LLP as stated in Note No 15(c) as at 31st March 2023 as the business operations are severely impacted as stated in Note No 14 to the consolidated financial statements. In the absence of sufficient appropriate evidence, we are unable to comment on consequential adjustments if any, that may be required to be made in the carrying value of the trade receivables. Further, Considering the business operations of the said LLP are severely impacted, we are unable to comment on the usage/recoverability of indirect tax credit/ receivables of ₹ 36.20 Mn. Further, material uncertainty regarding LLP’s ability to continue as a going concern exist and may require adjustments to the carrying value of its assets and liabilities which could not be quantified in the absence of requisite information.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in terms of the Code of Ethics issued by the Institute of Chartered Accountants of India and the relevant provisions of the Act, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion on the consolidated financial statements.

Material Uncertainty Related to Going Concern

We draw your attention to Note No 14 to the consolidated financial statements, which indicates that the Group has incurred huge loss for the years ended March 31, 2022 & March 31, 2023 on account of recognition of impairment loss on certain financial assets consequent to the enforced sale during May, 2022 of 100% shareholding held in erstwhile subsidiary TAKE Solutions Global Holdings Pte Ltd by the receivers duly appointed by the lenders of the said subsidiary and other step down subsidiaries. The said transactions have significantly impacted the revenue and business operations of TAKE Solutions Limited and its subsidiaries. Further, during the year, significant number

64 TAKE Solutions Limited

of employees of Ecron Acunova Limited (EAL) and Navitas LLP (LLP) have resigned which could affect the future business operations and cash flows of EAL and LLP and the said entities have exposure to banks which have been guaranteed by the Holding Company. Furthermore, the Group has significant unpaid statutory dues. These indicate the existence of a material uncertainty that may cast significant doubt on the Group’s ability to continue as a going concern. However, the Group is exploring various funding options for expansion and also expects improvement in the overall level of operations in the Generics Development Capabilities vertical as evidenced by capex and other expansion plans undertaken during the reporting period in the said business. In view thereof and expecting favourable market conditions in future, the consolidated financial statements have been prepared on a “going concern basis” and no adjustment has been made to the carrying value of assets and liabilities.

Our opinion is not modified in respect of the above matter.

Emphasis of Matter

We draw your attention to Note 2.37(d) to the consolidated financial statements, regarding outstanding purchase consideration as on March 31, 2023 pertaining to the disposal group(s) classified as held for sale as at the end of

the previous financial year of ₹ 82.17 Mn which according to the management is fully recoverable and accordingly, no adjustment has been made in the Consolidated Financial Statements.

We draw your attention to Note 2.37(e) to the consolidated financial statements, wherein it is stated that the management has reviewed the terms and conditions of transfer of shares and believes that control on the disposal group(s) ceases w.e.f. 1st of April 2022 and hence the Group is not liable to recognise any profits/ losses earned/ incurred thereafter.

Our opinion is not modified in respect of the above matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matters described in the ‘Basis for Qualified Opinion’ paragraph, we have determined the matters described below to be the key audit matters to be communicated in our report

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----- Start of picture text -----

S No The Key Audit Matter How the matter was addressed in our audit
(Other than those given in Basis for Qualified Opinion)
----- End of picture text -----

S No	The Key Audit Matter (Other than those given in Basis for Qualifed Opinion)	How the matter was addressed in our audit
1	Impairment assessment of Goodwill (Refer Note No 1.17(b)(i) & Note No 2.4 to the consolidated fnancial Statements) As at March 31, 2023, the Group’s assets include goodwill aggregating to ₹ 522.92 Mn. The Group has performed annual impairment test for the goodwill as per the applicable accounting standard, Ind AS 36, Impairment of Assets. The determination of the recoverable value requires management to make certain key estimates and assumptions including forecast of future cash fows, long-term growth rates, proftability levels and discount rates. Changes in these assumptions could lead to an impairment to the carrying value of the goodwill. Considering that goodwill balance is signifcant to the consolidated fnancial information and auditing management judgement and estimates as stated above involves high degree of subjectivity and requires signifcant auditor judgement, assessment of carrying value of goodwill is considered as a key audit matter for the current year audit	Our procedures included, but were not limited to the following: • Obtained an understanding from the management through detailed discussions on its impairment assessment process, assumptions used and estimates made by management and tested the operating efectiveness of the controls implemented by management around this. • Obtained the impairment analysis carried out by the management and reviewed the valuation report prepared by management. • Evaluated inputs used by the management with respect to revenue and cash fow forecasts, among others, for reasonableness thereof. • Evaluated the competency and capabilities of the external management’s valuation expert performing the investment impairment assessment. • Evaluated the sensitivity analysis performed by the management in respect of the key assumptions used such as discount and growth rates to ensure that there would be no major impact on the valuation. We have evaluated the appropriateness and adequacy of disclosures made by the Group in the consolidated fnancial statements in accordance with the applicable Indian accountingstandards.

TAKE Solutions Limited

2 Revenue Recognition Our procedures included, but were not limited to the following: (Refer Note No 1.6 to the consolidated financial Statements) • Evaluated the design and operating effectiveness of internal controls relating to the application Accuracy of recognition, measurement, presentation and disclosures of revenue and other related balances of revenue accounting standard specifically, in view of the principles laid down under Ind AS 115 those relating to identification of the distinct “Revenue from Contracts with Customers”. performance obligations and determination of transaction price. Procedures performed included The application of the revenue accounting standard enquiry and observation, reperformance and (Ind AS 115) involves significant judgements/ inspection of evidence in respect of operation of material estimates relating to identification of distinct these controls. performance obligations, determination of transaction price of the identified performance obligations, the • Selected a sample of continuing and new appropriateness of the basis used to measure revenue contracts and performed the following recognised over a period. procedures: Additionally, the standard requires disclosures,  Read, analysed and identified the which involve collation of information in respect of distinct performance obligations in these disaggregated revenue, and periods over which the contracts. remaining performance obligations will be satisfied  Compared such performance obligations subsequent to the Balance Sheet date. with those identified and recorded by the Company.

Evaluated the design and operating effectiveness of internal controls relating to the application of revenue accounting standard specifically, those relating to identification of the distinct performance obligations and determination of transaction price. Procedures performed included enquiry and observation, reperformance and inspection of evidence in respect of operation of these controls.
Reviewed contracts terms to determine the transaction price
Samples in respect of revenue recorded for time and material contracts were tested through a review of approved tracker sheets including customer acceptances, subsequent invoicing and historical trend of collections and disputes.
In respect of samples relating to fixed price contracts, progress towards satisfaction of performance obligation used to compute recorded revenue was verified with actual and estimated efforts from the time recording and contracting systems.

Necessary disclosures have not been made in accordance with Ind AS 115, refer para 2 under Basis for Qualified Opinion Section of our Report.

Other Information

The Holding Company’s Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Holding Company’s annual report, but does not include the financial statements and auditor’s report thereon. The Holding Company’s annual report is expected to be made available to us after the date of this auditor’s report.

Our opinion on the consolidated financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above when it becomes available

and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

When we read the Holding Company’s annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take necessary actions, as applicable under the relevant laws and regulations.

Management's and Board of Directors' Responsibility for the standalone Financial Statements

The Holding Company’s Management and Board of Directors are responsible for the preparation and presentation of these consolidated financial statements in

66 TAKE Solutions Limited

term of the requirements of the Act that give a true and fair view of the consolidated state of affairs, consolidated profit/loss and other comprehensive income, consolidated statement of changes in equity and consolidated cash flows 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. The respective Management and 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 the assets of each Company and for preventing and detecting frauds and other irregularities; the 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 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 financial statements by the Management and Board of Directors of the Holding Company, as aforesaid.

In preparing the consolidated financial statements, the respective Management and Board of Directors of the Companies included in the Group are responsible for assessing the ability of each Company to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the Companies included in the Group are responsible for overseeing the financial reporting process of each Company.

Auditor’s Responsibility for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated 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 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 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 the Management and Board of Directors.
• Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting in preparation of standalone financial statements 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 standalone 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 financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatement in the financial statements that individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of financial statements may be influenced. We consider qualitative materiality and qualitative factors in (i) planning the scope of our work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatement in the standalone financial statements.

TAKE Solutions Limited

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 financial statements of the current period 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 & Regulatory Requirements

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 A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
A. As required by Section 143(3) of the Act, we report that:
(a) We have sought and except for the matters described in the Basis for Qualified Opinion paragraph above, have 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 financial statements.
(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books.
(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss including Other Comprehensive Income, the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements.
(d) Except for the matters described in basis for qualified opinion paragraph above , in our opinion, the aforesaid consolidated financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.
(e) The matters described in the basis for qualified

opinion section may have an adverse effect on the functioning of the Group ;

(f) On the basis of the written representations received from the directors of the Holding Company as on 31 March 2023 taken on record by the Board of Directors of the Holding Company and on the basis of written representations received by the management from directors of its subsidiary companies incorporated in India, none of the directors of the Group companies incorporated in India is disqualified as on 31 March 2023 from being appointed as a director in terms of Section 164(2) of the Act.
(g) The qualifications relating to the maintenance of accounts and other matters connected therewith are as stated in the “Basis for qualified opinion” paragraph above;
(h) With respect to the adequacy of the internal financial controls with reference to financial statements of the Holding Company and its subsidiary companies incorporated in India and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”. Our report expresses a qualified opinion on the adequacy and operating effectiveness of the Group’s internal financial controls over financial reporting;
B. 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, in our opinion and to the best of our information and according to the explanations given to us:
a. The consolidated financial statements disclose the impact of pending litigations as at 31 March 2023 on the consolidated financial position of the Group. Refer Note No 5 to the consolidated financial statements;
b. The Group does not have any material foreseeable losses on long-term contracts including derivative contracts;
c. According to the information and explanations given to us and based on the audit procedures conducted by us, we report that there has been no delay in transferring amounts required to be transferred to the Investor Education and protection Fund by the Holding Company. According to the information and explanations given to us, there were no amounts required to be transferred to the Investor Education and Protection Fund by the subsidiary company incorporated in India;
d. (i) The respective management of the Holding Company and its subsidiary companies incorporated in India whose financial statements/ financial information have been audited under the Act have represented that, to the best of their knowledge and belief, as disclosed in Note No. 13(i) to the consolidated financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or

68 TAKE Solutions Limited

any other sources or kind of funds) by the Holding Company or any of such subsidiary companies to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:

directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Holding Company or any of such subsidiary companies (“Ultimate Beneficiaries”) or
provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(ii) The respective management of the Holding Company and its subsidiary companies incorporated in India whose financial statements/ financial information have been audited under the Act have represented that, to the best of their knowledge and belief, as disclosed in Note No 13(i) to the consolidated financial statements, no funds have been received by the Holding Company or any of such subsidiary companies from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Holding Company or any of such subsidiary companies shall:

directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Parties (“Ultimate Beneficiaries”) or

(iii) Based on the 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 (i) and (ii) of Rule 11(e), as provided under (i) and (ii) above, contain any material misstatement

e. The Holding Company has not declared or paid any dividend during the year; and
f. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Holding Company and its subsidiary companies incorporated in India only with effect from 1 April 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is not applicable.
C. With respect to the matter to be included in the Auditor’s Report under Section 197(16) of the Act:

In our opinion and according to the information and explanations given to us, the remuneration paid during the current year by the Holding Company and its subsidiary companies incorporated in India to its directors is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director by the Holding Company and its subsidiary companies incorporated in India, is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us

provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

For Sundar Srini & Sridhar Chartered Accountants

Firm Registration Number:004201S

V Vijay Krishna Partner

Place: Chennai Date: May 29, 2023

Membership No: 216910 UDIN: 23216910BGXQLO3167

TAKE Solutions Limited

Annexure A to the Independent Auditor’s Report on the consolidated financial statements of TAKE Solutions Limited for the year ended 31 March 2023

(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

3(xxi) Qualifications by the respective auditors in the Companies (Auditors Report) Order (CARO) reports of the companies included in the consolidated financial statements are:

S No	Name	CIN	Holding company/ subsidiary	Clause number of the CARO report which is qualifed
1	TAKE Solutions Limited	L63090TN2000PLC046338	HoldingCompany	3(vii)(a), 3(xix)
2	Ecron Acunova Limited	U73100KA2004PLC035260	SubsidiaryCompany	3(vii)(a), (ix)(a), 3(xix)

For Sundar Srini & Sridhar Chartered Accountants

Firm Registration Number:004201S

V Vijay Krishna Partner

Place: Chennai Date: May 29, 2023

Membership No: 216910 UDIN: 23216910BGXQLO3167

70 TAKE Solutions Limited

Annexure B to the Independent Auditor’s Report on the consolidated financial statements of TAKE Solutions Limited for the year ended 31 March 2023

Report on the internal financial controls with reference to the aforesaid consolidated financial statements under Clause (i) of Sub-section 3 of Section 143 of the Act

(Referred to in paragraph 2(A)(h) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

In conjunction with our audit of the consolidated financial statements of TAKE Solutions Limited (hereinafter referred to as “the Holding Company”) as of and for the year ended 31 March 2023, we have audited the internal financial controls with reference to financial statements of the Holding Company and such companies incorporated in India under the Act which are its subsidiary companies, as of that date.

Management’s and Board of Directors’ Responsibilities for Internal Financial Controls

The respective Company’s Management and the Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to financial statements criteria established by the respective company considering the essential components of internal control stated in the Guidance Note. 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 Act.

Auditor’s Responsibility

Our responsibility is to express an opinion on the internal financial controls with reference to consolidated financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to financial statements. 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 financial statements were 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 consolidated financial

statements and their operating effectiveness. Our audit of internal financial controls with reference to consolidated financial statements included obtaining an understanding of internal financial controls with reference to consolidated 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 consolidated 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 qualified audit opinion on the internal financial controls with reference to consolidated financial statements.

Meaning of Internal Financial Controls with Reference to Financial Statements

A company’s internal financial controls with reference to consolidated financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial controls with reference to consolidated financial statements include 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 consolidated 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 consolidated financial statements.

Inherent Limitations of internal financial controls over financial reporting

Because of the inherent limitations of internal financial

TAKE Solutions Limited

controls with reference to 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 financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Qualified Opinion

In our opinion, according to the information and explanations given to us and based on our audit, the following material weaknesses have been identified as at March 31, 2023:

(a) The Subsidiary Company’s internal financial controls over the reconciliation of unbilled receivables and deferred revenue in respect of contracts with customers during the year were not effective. This could potentially result in the misstatement of its assets and liabilities and relevant disclosures to be made in accordance with Ind AS on Revenue from Contracts with Customers.
(b) The Holding Company’s internal financial controls over assessment of impairment in carrying value of tax assets were not effective. This could potentially result in the misstatement of its tax assets.

A ‘material weakness’ is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

In our opinion, except for the possible effects of material weaknesses described above on the achievement of the objectives of the control criteria, the Holding Company and such companies incorporated in India which are its subsidiary companies, have, in all material respects, adequate internal financial controls with reference to consolidated financial statements and such internal financial controls were operating effectively as at 31 March 2023, based on the internal financial controls with reference to consolidated financial statements criteria established by such companies considering the essential components of such internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the “Guidance Note”).

We have considered the material weaknesses identified and reported above in determining the nature, timing and extent of audit tests applied in our audit of the consolidated financial statements of the Group for the year ended March 31, 2023 and these material weaknesses have affected our opinion on the consolidated financial statements of the Group and we have issued a qualified opinion on the consolidated financial statements.

For Sundar Srini & Sridhar Chartered Accountants

Firm Registration Number:004201S

V Vijay Krishna Partner

Place: Chennai Date: May 29, 2023

Membership No: 216910 UDIN: 23216910BGXQLO3167

72 TAKE Solutions Limited

Notes forming part of Consolidated Financial Statements

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TAKE Solutions Limited
Consolidated Balance Sheet as at March 31, 2023
Particulars Note As at March As at March
31, 2023 31, 2022
₹ Mn
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TAKE Solutions Limited Consolidated Balance Sheet as at March 31, 2023	TAKE Solutions Limited Consolidated Balance Sheet as at March 31, 2023	TAKE Solutions Limited Consolidated Balance Sheet as at March 31, 2023	TAKE Solutions Limited Consolidated Balance Sheet as at March 31, 2023	TAKE Solutions Limited Consolidated Balance Sheet as at March 31, 2023
Particulars		Note	As at March 31, 2023	As at March 31, 2022
			₹ Mn

I. 1. 2. 3 II. 1. 2.	ASSETS Non-current assets (a) Property, plant and equipment (b) Right of Use Assets (c) Capital work-in-progress (d) Goodwill (e) Other intangible assets (f) Intangible assets under development (g) Financial assets (i) Investments (ii) Other Financial Assets (h) Deferred tax assets (net) (i) Income tax assets (net) (j) Other non-current assets Sub-Total Non-Current Assets Current assets (a) Inventories (b) Financial assets (i) Trade receivables (ii) Contract Assets (iii) Cash and cash equivalents (iv) Bank balances other than cash and cash equivalents (v) Other fnancial assets (c) Other current assets Sub-Total Current Assets Assets included in disposal group(s) held for sale TOTAL ASSETS (1+2+3) EQUITY AND LIABILITIES Equity (a) Equity share capital (b) Other equity Equity attributable to shareholders of the Company (c) Non-controlling interests Total Equity Liabilities Non-current liabilities (a) Financial liabilities (i) Borrowings (ii) Lease liabilities (b) Provisions Sub-Total Non-Current Liabilities	2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 2.9 2.9 2.10 2.11 2.12 2.13 2.14 2.15 2.16 2.17 3 2.18 2.19 2.20 2.21 2.22	83.71 111.59 100.34 522.92 13.75 6.81 - 36.88 26.84 183.09 255.91	282.58 168.10 31.03 538.48 22.16 2.86 - 70.90 25.69 215.90 10.08
			1,341.84 7.76 300.40 240.99 107.23 4.50 103.22 137.84	1,367.78 6.49 815.05 361.37 289.97 4.98 59.94 357.60
			901.94 -	1,895.40 8,967.78
			2,243.78	12,230.96
			146.22 939.80	146.22 1,664.21
			1,086.02 -	1,810.43 (4.19)
			1,086.02 57.62 81.53 9.60	1,806.24 151.85 126.12 79.23
			148.75	357.20

TAKE Solutions Limited

Notes forming part of Consolidated Financial Statements

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TAKE Solutions Limited Consolidated Balance Sheet as at March 31, 2023	TAKE Solutions Limited Consolidated Balance Sheet as at March 31, 2023	TAKE Solutions Limited Consolidated Balance Sheet as at March 31, 2023	TAKE Solutions Limited Consolidated Balance Sheet as at March 31, 2023	TAKE Solutions Limited Consolidated Balance Sheet as at March 31, 2023
Particulars		Note	As at March 31, 2023	As at March 31, 2022
			₹ Mn

3. 4	Current liabilities (a) Financial liabilities (i) Borrowings (ii) Lease liabilities (iii) Trade payables - Dues of small enterprises and micro enterprises - Dues of creditors other than small enterprises and micro enterprises (iv) Other fnancial liabilities (b) Other current liabilities (c) Provisions Sub-Total Current Liabilities Liabilities included in disposal group(s) held for sale TOTAL EQUITY AND LIABILITIES (1+2+3+4)	2.23 2.24 2.25 2.26 2.27 2.28 3	274.95 49.59 10.52 225.66 97.20 348.35 2.74	433.24 68.69 14.68 273.18 289.30 389.40 10.38
			1,009.01 -	1,478.87 8,588.65
			2,243.78	12,230.96
Notes forming part of the Standalone Financial Statements 1 to 17 As per our report of even date attached For Sundar Srini & Sridhar For and on behalf of the Board of Directors of Chartered Accountants TAKE Solutions Limited Firm Registration Number: 004201S CIN: L63090TN2000PLC046338 V. Vijay Krishna Srinivasan H.R N.S. Shobana Partner Director Executive Director Membership Number: 216910 DIN: 00130277 DIN: 01649318 Place: Chennai V. Venkatesan P. Srinivansan Date : May 29, 2023 Chief Financial Officer Company Secretary MembershipNo: F8391

74 TAKE Solutions Limited

Notes forming part of Consolidated Financial Statements

TAKE Solutions Limited Consolidated Statement of Profit and Loss for theyear ended March 31, 2023	TAKE Solutions Limited Consolidated Statement of Profit and Loss for theyear ended March 31, 2023	TAKE Solutions Limited Consolidated Statement of Profit and Loss for theyear ended March 31, 2023	TAKE Solutions Limited Consolidated Statement of Profit and Loss for theyear ended March 31, 2023	TAKE Solutions Limited Consolidated Statement of Profit and Loss for theyear ended March 31, 2023
Particulars		Note	For the year ended March 31, 2023	For the year ended March 31, 2022
			₹ Mn, except per share data
A.	CONTINUING OPERATIONS
I.	Revenue from operations	2.29	1,890.70	6,526.46
II.	Other income	2.30	84.47	167.98
III.	Total income (I+II)		1,975.17	6,694.44

IV.	Expenses
	Cost of revenue	2.31	830.11	1,928.54
	Employee benefits expenses	2.32	479.14	3,081.82
	Finance costs	2.33	74.54	292.80
	Depreciation and Amortisation	2.34	168.40	756.25
	Other expenses	2.35	771.81	1,415.08
	Total expenses		2,324.00	7,474.49

V.	Profit/(Loss) before exceptional items and tax (III-IV)		(348.83)	(780.05)

VI.	Exceptional items	2.36	(103.90)	-

VII.	Profit/(Loss) before tax (V+VI)		(452.73)	(780.05)

VIII.	Tax expense	2.9
	(i) Current tax		36.18	64.09
	(ii) Deferred tax		(15.39)	(11.03)
	(iii) Short/(Excess) Provsion for earlier years		(3.99)	(4.61)

IX.	Profit/(Loss) for the year from continuing operations (VII-VIII)		(469.53)	(828.50)

B.	DISCONTINUED OPERATIONS
X.	Profit/(Loss) from discontinued operations before tax	2.37	(534.01)	(6,930.13)
XI.	Less: Tax expense on discontinued operations		-	64.31
XII.	Profit/(Loss) for the year from discontinued operations after tax (X-XI)		(534.01)	(6,994.44)

XIII.	Profit/(Loss) for theyear (IX+XII)		(1,003.54)	(7,822.94)

XIV.	Other Comprehensive Income from continuing operations
	Items not to be reclassified toprofit or loss
	(a) Re-measurement gains / (losses) on defined employee benefitplans		40.79	6.64
	(b) Income tax effect on the above		(14.24)	(1.88)
	Items to be reclassified toprofit or loss
	(a) Exchange differences on translation of financial statements of foreign operations		1.07	(1,672.48)

TAKE Solutions Limited

Notes forming part of Consolidated Financial Statements

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TAKE Solutions Limited Consolidated Statement of Profit and Loss for theyear ended March 31, 2023	TAKE Solutions Limited Consolidated Statement of Profit and Loss for theyear ended March 31, 2023	TAKE Solutions Limited Consolidated Statement of Profit and Loss for theyear ended March 31, 2023	TAKE Solutions Limited Consolidated Statement of Profit and Loss for theyear ended March 31, 2023	TAKE Solutions Limited Consolidated Statement of Profit and Loss for theyear ended March 31, 2023
Particulars		Note	For the year ended March 31, 2023	For the year ended March 31, 2022
			₹ Mn, except per share data

	(b) Netgain/(losses) on cash flow hedges		-	0.53
	(c) Income tax effect on the above		-	(0.13)
	Total Other Comprehensive Income for the year from continuing operations		27.62	(1,667.32)

XV.	Other Comprehensive Income from discontinued operations
	Items not to be reclassified toprofit or loss
	(a) Re-measurement gains / (losses) on defned employee beneft plans		-	52.22
	(b) Income tax efect on the above		-	-
	Items to be reclassifed toproft or loss		-	-
	(a) Exchange diferences on translation of fnancial statements of foreign operations		3.74	(4.98)
	(b) Netgain/(losses) on cash fow hedges		-	-
	(c) Income tax efect on the above		-	-
	Total Other Comprehensive Income for the year from Discontinuing Operations		3.74	47.24

XVI.	Total Other Comprehensive Income for theyear (XIV+XV)		31.36	(1,620.08)
XVII.	Total comprehensive income for theyear (XIII+XVI)		(972.18)	(9,443.02)
XVIII.	Proft/ (Loss) for theyear attributable to:
	Owners of the Parent		(1,002.65)	(7,822.53)
	Non-controllinginterest		(0.89)	(0.41)
			(1,003.54)	(7,822.94)
XIX.	Other Comprehensive Income attributable to:
	Owners of the Parent		31.55	(1,620.35)
	Non-controllinginterest		(0.19)	0.27
			31.36	(1,620.08)
XX.	Total Comprehensive Income attributable to:
	Owners of the Parent		(971.10)	(9,442.88)
	Non-controllinginterest		(1.08)	(0.14)
			(972.18)	(9,443.02)
XXI.	Earnings per equity share (ofpar value ₹ 1/- each)
A.	Continuing Operations
	Basic (₹)		(3.21)	(5.67)
	Diluted (₹)		(3.21)	(5.67)
B.	Discontinued Operations
	Basic (₹)		(3.65)	(47.83)

76 TAKE Solutions Limited

Notes forming part of Consolidated Financial Statements

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TAKE Solutions Limited
Consolidated Statement of Profit and Loss for the year ended March 31, 2023
Particulars Note For the For the
year ended year ended
March March
31, 2023 31, 2022
₹ Mn, except per share data
Diluted (₹) (3.65) (47.83)
C. Total of Continuing and Discontinued Operations
Basic (₹) (6.86) (53.50)
Diluted (₹) (6.86) (53.50)
Notes forming part of the Standalone Financial Statements 1 to 17
As per our report of even date attached
For Sundar Srini & Sridhar For and on behalf of the Board of Directors of
Chartered Accountants TAKE Solutions Limited
Firm Registration Number: 004201S CIN: L63090TN2000PLC046338
V. Vijay Krishna Srinivasan H.R N.S. Shobana
Partner Director Executive Director
Membership Number: 216910 DIN: 00130277 DIN: 01649318
Place: Chennai V. Venkatesan P. Srinivansan
Date : May 29, 2023 Chief Financial Officer Company Secretary
Membership No: F8391
----- End of picture text -----

TAKE Solutions Limited Consolidated Statement of Changes in Equity for theyear ended March 31, 2023	TAKE Solutions Limited Consolidated Statement of Changes in Equity for theyear ended March 31, 2023	TAKE Solutions Limited Consolidated Statement of Changes in Equity for theyear ended March 31, 2023	TAKE Solutions Limited Consolidated Statement of Changes in Equity for theyear ended March 31, 2023	TAKE Solutions Limited Consolidated Statement of Changes in Equity for theyear ended March 31, 2023
(a) Equity Share Capital
Particulars	As at March 31, 2023		As at March 31, 2022
	No. of Shares	₹ Mn	No. of Shares	₹ Mn
Balance at the beginning of theyear	146,224,984	146.22	146,224,984	146.22
Changes in Equity Share Capital due to prior period errors	-	-	-	-
Restated balance at the beginning of theyear	146,224,984	146.22	146,224,984	146.22
Changes in equity share capital during the currentyear	-	-	-	-
Balance at the end of theyear	146,224,984	146.22	146,224,984	146.22

TAKE Solutions Limited 77

Notes forming part of Consolidated Financial Statements

			Total Equity	₹ Mn	11,096.79 - 11,096.79 (7,822.94) (1,620.08) 2.61 - 3.64	1,660.02	1,660.02 - 1,660.02 (1,003.54)	31.36
			Non- Controlling Interest	₹ Mn	(3.91) - (3.91) (0.41) 0.27 - - (0.14)	(4.19)	(4.19) - (4.19) (0.89)	(0.19)
		Total		₹ Mn	11,100.70 - 11,100.70 (7,822.53) (1,620.35) 2.61 - 3.78	1,664.21	1,664.21 - 1,664.21 (1,002.65)	31.55
3		f OCI	Other Items of Other Comprehensive Income	₹ Mn	11.28 - 11.28 - 56.98 - - (52.22)	16.04	16.04 - 16.04 -	26.74
rch 31, 202		Other items o	Foreign Currency Translation Reserve	₹ Mn	1,611.41 - 1,611.41 - (1,677.73) - - 56.01	(10.31)	(10.31) - (10.31) -	4.81
nded Ma			Cash Flow Hedge Reserve	₹ Mn	(4.29) - (4.29) - 0.40 - - -	(3.89)	(3.89) - (3.89) -	-
mited or the year e	the Company		Retained Earnings	₹ Mn	2,827.07 - 2,827.07 (7,822.53) - - - 13.88	(4,981.58)	(4,981.58) - (4,981.58) (1,002.65)	-
lutions Li in Equity f	e to Owners of		Securities Premium Reserve	₹ Mn	6,266.91 - 6,266.91 - - - - -	6,266.91	6,266.91 - 6,266.91 -	-
TAKE So of Changes	Attributabl	rplus	Stock Option Outstanding Account	₹ Mn	106.90 - 106.90 - - 2.61 (5.20) -	104.31	104.31 - 104.31 -	-
tatement		erves and Su	General Reserve	₹ Mn	182.17 - 182.17 - - - 5.20 -	187.37	187.37 - 187.37 -	-
nsolidated S		Res	Capital Reserve on Consolidation	₹ Mn	13.89 - 13.89 - - - - (13.89)	-	- - - -	-
Co			Capital Redemption Reserve	₹ Mn	49.11 - 49.11 - - - - -	49.11	49.11 - 49.11 -	-
			Capital Reserve	₹ Mn	36.25 - 36.25 - - - - -	36.25	36.25 - 36.25 -	-
	Particulars				Balance as at April 01, 2021 Change due to prior period errors Restated balance at the beginning of the year Proft / (Loss) for the year Other Comprehensive Income (net of taxes) Compensation cost related to employee share based payment Transfer from/(to) General Reserve Adjustments on account of Disposal Group(s) held for sale	Balance as at March 31, 2022	Balance as at April 01, 2022 Changes due to prior period errors Restated balance at the beginning of the year Proft / (Loss) for the year	Other Comprehensive Income (net of taxes)

78 TAKE Solutions Limited

Notes forming part of Consolidated Financial Statements

					Compensation cost related to employee share based payment - - - - 0.05 - - - - - 0.05 - 0.05 Transfer from/(to) General Reserve - - - 90.62 (90.62) - - - - - - - - Impact on adjustment of deemed share capital recognised by subsidiaries - - - 54.44 - - - - - - 54.44 - 54.44 Other Adjustments - Upon Reclassifcation - - - - - - - 3.89 - - 3.89 - 3.89 Adjustments on account of disposal/dissolution of Subsidiaries - - - (1.74) 2.16 - 181.32 - 5.84 0.73 188.31 5.27 193.58 Balance as at March 31, 2023 36.25 49.11 - 330.69 15.90 6,266.91 (5,802.91) - 0.34 43.51 939.80 - 939.80	Compensation cost related to employee share based payment - - - - 0.05 - - - - - 0.05 - 0.05 Transfer from/(to) General Reserve - - - 90.62 (90.62) - - - - - - - - Impact on adjustment of deemed share capital recognised by subsidiaries - - - 54.44 - - - - - - 54.44 - 54.44 Other Adjustments - Upon Reclassifcation - - - - - - - 3.89 - - 3.89 - 3.89 Adjustments on account of disposal/dissolution of Subsidiaries - - - (1.74) 2.16 - 181.32 - 5.84 0.73 188.31 5.27 193.58 Balance as at March 31, 2023 36.25 49.11 - 330.69 15.90 6,266.91 (5,802.91) - 0.34 43.51 939.80 - 939.80
			Total Equity	₹ Mn	0.05 - 54.44 3.89 193.58	939.80
			Non- Controlling Interest	₹ Mn	- - - - 5.27	-
		Total		₹ Mn	0.05 - 54.44 3.89 188.31	939.80
3		f OCI	Other Items of Other Comprehensive Income	₹ Mn	- - - - 0.73	43.51
rch 31, 202		Other items o	Foreign Currency Translation Reserve	₹ Mn	- - - - 5.84	0.34
nded Ma			Cash Flow Hedge Reserve	₹ Mn	- - - 3.89 -	-
mited or the year e	the Company		Retained Earnings	₹ Mn	- - - - 181.32	(5,802.91)
lutions Li in Equity f	e to Owners of		Securities Premium Reserve	₹ Mn	- - - - -	6,266.91
TAKE So of Changes	Attributabl	rplus	Stock Option Outstanding Account	₹ Mn	0.05 (90.62) - - 2.16	15.90
tatement		erves and Su	General Reserve	₹ Mn	- 90.62 54.44 - (1.74)	330.69
nsolidated S		Res	Capital Reserve on Consolidation	₹ Mn	- - - - -	-
Co			Capital Redemption Reserve	₹ Mn	- - - - -	49.11
			Capital Reserve	₹ Mn	- - - - -	36.25
	Particulars				Compensation cost related to employee share based payment Transfer from/(to) General Reserve Impact on adjustment of deemed share capital recognised by subsidiaries Other Adjustments - Upon Reclassifcation Adjustments on account of disposal/dissolution of Subsidiaries	Balance as at March 31, 2023

TAKE Solutions Limited

Notes forming part of Consolidated Financial Statements

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TAKE Solutions Limited
Consolidated Statement of Cash Flows for the year ended March 31, 2023
Particulars For the year ended For the year ended
March 31, 2023 March 31, 2022
₹ Mn
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TAKE Solutions Limited Consolidated Statement of Cash Flows for theyear ended March 31, 2023	TAKE Solutions Limited Consolidated Statement of Cash Flows for theyear ended March 31, 2023	TAKE Solutions Limited Consolidated Statement of Cash Flows for theyear ended March 31, 2023
Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
	₹ Mn

A) CASH FLOW FROM OPERATING ACTIVITIES PROFIT/ (LOSS) BEFORE TAX (Continuing and Discontinued Operations) Adjustments for Depreciation & Amortisation Finance Cost Interest income Reversal of of Provisions (Proft)/Loss on sale of PPE Employee stock option expense Loss on Re-measurement of ROU / Lease Liabilities Provision for Expected credit loss and bad debts Impairment - Others Impairment Loss on assets held for sale / Disccontinued operations Operating Proft before Working Capital Changes (Increase)/Decrease in loans and advances, trade receivables and other assets Increase/ (Decrease) in trade payables, liabilities and provisions Cash fow from/ (used in) Operations Direct taxes paid, net of refunds NET CASH FROM /(USED) IN OPERATING ACTIVITIES B) CASH FLOW FROM INVESTING ACTIVITIES Purchase of Property, Plant and Equipment Proceeds from sale of PPE Proceeds from Disposal Group(s) held for sale Capital Advances Paid Interest income Reduction/ (Increase) of bank deposits NET CASH FROM /(USED) IN INVESTING ACTIVITIES C) CASH FLOW FROM FINANCING ACTIVITIES Net Increase/ (Repayment) of borrowings Dividend of earlier years paid / transferred Payment of Lease Liability Finance Cost NET CASH FROM /(USED) IN FINANCING ACTIVITIES Net Increase/(Decrease) in Cash & Cash equivalents Add: Cash and cash equivalents as at the beginning of the year Exchange diference on translation of foreign currency cash and cash equivalents Less: Cash & Cash equivalents of Subsidiaries disposed/liquidated	(986.74) 168.40 74.54 (8.30) (16.46) (2.47) 0.05 0.13 415.35 103.90 492.77	(7,710.18) 958.89 349.48 (7.47) - - 3.82 - 77.63 6,953.42 -
	241.17 246.09 (272.49)	625.59 (127.66) 920.58
	214.77 (14.62)	1,418.51 (215.40)
	200.15	1,203.11
	(78.13) 5.14 296.96 (245.83) 1.29 (0.68)	(312.12) 0.04 - - 7.47 (1.73)
	(21.25)	(306.34)
	(252.52) (0.68) (58.50) (45.51)	(80.88) (0.07) (154.66) (309.56)
	(357.21)	(545.17)
	(178.31) 289.97 - (4.43)	351.60 389.74 2.10 -

80 TAKE Solutions Limited

Notes forming part of Consolidated Financial Statements

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TAKE Solutions Limited Consolidated Statement of Cash Flows for theyear ended March 31, 2023	TAKE Solutions Limited Consolidated Statement of Cash Flows for theyear ended March 31, 2023	TAKE Solutions Limited Consolidated Statement of Cash Flows for theyear ended March 31, 2023
Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
	₹ Mn

Total	107.23	743.44
Cash & Cash equivalents included in disposal group(s) classifed as Held for sale - Note No. 3	-	453.47
Cash & Cash equivalents as at the end of theyear - Note No. 2.14	107.23	289.97
Total	107.23	743.44

Notes forming part of the Standalone Financial Statements 1 to 17 As per our report of even date attached For Sundar Srini & Sridhar For and on behalf of the Board of Directors of Chartered Accountants TAKE Solutions Limited Firm Registration Number: 004201S CIN: L63090TN2000PLC046338 V. Vijay Krishna Srinivasan H.R N.S. Shobana Partner Director Executive Director Membership Number: 216910 DIN: 00130277 DIN: 01649318 Place: Chennai V. Venkatesan P. Srinivansan Date : May 29, 2023 Chief Financial Officer Company Secretary MembershipNo: F8391

TAKE Solutions Limited

Notes forming part of Consolidated Financial Statements

Group Information

The consolidated financial statements comprise financial statements of TAKE Solutions Limited (‘the Company’ or ‘TAKE’) and its subsidiaries, collectively referred to as ‘the TAKE Group’ or ‘the Group’. TAKE and its Subsidiaries deliver domain-intensive services as a full-service CRO supporting pharma, biotech and devices companies across the globe. In the fast-growing Life Sciences space, TAKE offers clients a unique combination of full-service Clinical Research, Generics Development, Data Sciences, Regulatory Affairs, and Pharmacovigilance/Safety services backed by distinctive technology expertise. Our extent of services spans from clinical trials to regulatory submissions to postmarketing safety, all backed by insights derived through proprietary industry networks forums. With a team of leading Life Sciences experts, best-in-class systems and

processes, and bespoke, industry-specific technology and analytics, TAKE transforms human health by supporting efficient clinical trials. Our global roster of clients includes large and small innovator biopharmaceutical and devices companies, U.S federal agencies like Centres for Disease Control and Prevention (CDC) and The U.S. Department of Defence (DoD), as well as generics manufacturers.

TAKE is a Public Company, listed in India on the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange Limited (NSE). The registered office of the Company is located at No 27, Tank Bund Road, Nungambakkam, Chennai, TamilNadu, India – 600034.

As of March 31, 2023, TAKE Solutions Pte Ltd owned 52.90% of the Company’s equity share capital and has the ability to control its operating and financial policies.

The consolidated financial statements for the year ended March 31, 2023 were approved by the Board of Directors and authorized for issue on May 29, 2023.

List of subsidiaries with percentage holding

S. No.	Particulars	Country of	Parent	% of holding
		Incorporation		As at March 31, 2023
1	Ecron Acunova Limited	India	TAKE Solutions Limited	100.00%
2	TAKE Solutions Limited ESOP Trust	India	TAKE Solutions Limited	100.00%
3	Navitas LLP	India	Ecron Acunova Limited	100.00%
4	TAKE Consultancy Services Inc	USA	TAKE Solutions Limited	100.00%

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S. No. Particulars Country of Parent % of holding
Incorporation As at March 31, 2022
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S. No.	Particulars	Country of Incorporation	Parent	% of holding
				As at March 31, 2022

1	Ecron Acunova Limited	India	TAKE Solutions Limited	100.00%
2	TAKE Solutions Limited ESOP Trust	India	TAKE Solutions Limited	100.00%
3	Navitas LLP	India	Ecron Acunova Limited	100.00%
4	TAKE Solutions Global Holdings Pte Ltd	Singapore	TAKE Solutions Limited	100.00%
5	TAKE Enterprise Services Inc	USA	TAKE Solutions Global Holdings Pte Ltd	100.00%
6	NLS Holdings SG Pte Ltd	Singapore	TAKE Solutions Global Holdings Pte Ltd	100.00%
7	Navitas Inc	USA	Navitas Life Sciences Holdings Limited	100.00%
8	Navitas Life Sciences S.A.S. Colombia	Colombia	Navitas Inc	100.00%
9	Navitas Life Sciences Holdings Limited	United Kingdom	TAKE Solutions Global Holdings Pte Ltd	100.00%
10	Navitas Life Sciences Limited	United Kingdom	Navitas Life Sciences Holdings Limited	100.00%
11	Navitas Life Sciences Services Inc	USA	Navitas Life Sciences Holdings Limited	100.00%
12	TAKE Innovations Inc	USA	TAKE Solutions Global Holdings Pte Ltd	100.00%
13	Navitas Life Sciences SG Pte Ltd	Singapore	TAKE Solutions Global Holdings Pte Ltd	100.00%
14	Navitas Life Sciences Services Limited	United Kingdom	Navitas Life Sciences SG Pte Ltd	100.00%

82 TAKE Solutions Limited

Notes forming part of Consolidated Financial Statements

15	Intelent Inc	USA	TAKE Innovations Inc	100.00%
16	Navitas Life Sciences, LLC	Russia	Navitas Life Sciences Limited	100.00%
17	Acunova Life Science Inc	USA	Ecron Acunova Limited	100.00%
18	Navitas Life Sciences Company Limited	Thailand	Ecron Acunova Limited	82.00%

Significant Accounting Policies

1.1 Basis of Preparation and Presentation

(a) Statement of Compliance

The consolidated financial statements of the group as at and for the year ended 31st March, 2023 have been prepared and presented in accordance with Indian Accounting Standards (“Ind AS”) notified under Section 133 of the Companies Act, 2013 (“the Act”) [Companies (Indian Accounting Standards) Rules, 2015], and presentation requirements of Division II of Schedule III to the Companies Act, 2013 as amended from time to time, guidelines issued by the Securities and Exchange Board of India (SEBI) and other relevant provisions of the Act and accounting principles generally accepted in India.

(b) Basis of Measurement

The consolidated financial statements have been prepared on a historical cost convention and on an accrual basis of accounting, except for the following assets and liabilities which have been measured at fair value:

Financial Assets and Liabilities are measured at fair value or at amortised cost depending on the classification;
Asset held for sale measured at fair value less cost to sell;
Lease liabilities and Right of Use Asset; and
Share based payments.

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. 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.

For financial reporting purposes, fair value measurements are categorized into Level 1, 2, or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;
Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and
Level 3 inputs are unobservable inputs for the asset or liability.

(c) Consistency of Accounting Policy

The accounting policies are applied consistently to all the periods presented in the consolidated financial statements, except where a newly issued accounting standard is initially adopted or a revision to an existing standard requires a change in the accounting policy hitherto in use.

(d) Functional Currency and Rounding of amounts

The consolidated financial statements are presented in INR (‘₹’) which is also the functional currency of the Company and all the values are rounded off to the nearest Mn (INR 000,000) except when otherwise indicated.

1.2 Current and Non-Current classification

The Group presents assets and liabilities in the balance sheet based on current/non-current classification. An asset is classified as current if:

(a) it is expected to be realized or sold or consumed in the Groups’s normal operating cycle;
(b) it is held primarily for the purpose of trading;
(c) it is expected to be realized within twelve months after the reporting period; or
(d) it is cash or a cash equivalent unless it is 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 classified as current if:
(a) it is expected to be settled in normal operating cycle;
(b) it is held primarily for the purpose of trading;
(c) it is expected to be settled within twelve months after the reporting period;
(d) it has no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

All other liabilities are classified as non-current.

The operating cycle is the time between acquisition of assets for processing and their realization in cash and cash equivalents. The Group’s normal operating cycle is twelve months.

1.3 Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Parent Company and its subsidiaries. For this purpose, an entity which is, directly

TAKE Solutions Limited

Notes forming part of Consolidated Financial Statements

or indirectly, controlled by the Parent Company is treated as subsidiary. The Parent Company together with its subsidiaries constitute the Group. Control exists when the Parent Company, directly or indirectly, has power over the investee, is exposed to variable returns from its involvement with the investee and has the ability to use its power to affect its returns.

Consolidation of a subsidiary begins when the Parent Company, directly or indirectly, obtains control over the subsidiary and ceases when the Parent Company, directly or indirectly, loses control of the subsidiary. Income and expenses of a subsidiary acquired are included in the Consolidated Statement of Profit and Loss from the date the Parent Company, directly or indirectly, gains control until the date when the Parent Company, directly or indirectly, ceases to control the subsidiary.

The consolidated financial statements of the Group combine financial statements of the Parent Company and its subsidiaries line-by-line by adding together the like items of assets, liabilities, income and expenses. All intra-group assets, liabilities, income, expenses and unrealised profits/losses on intra-group transactions are eliminated on consolidation. The accounting policies of subsidiaries are harmonised to ensure the consistency with the policies adopted by the Parent Company. The consolidated financial statements are presented to the extent possible, in the same manner as Parent Company’s standalone financial statements.

Profit or loss and other comprehensive income are attributed to the owners of the Parent Company and to the non-controlling interests, shown separately in the financial statements

Non-controlling interests represent that part of the total comprehensive income and net assets of subsidiaries attributable to the interest which is not owned, directly or indirectly, by the Parent Company

The gains/losses in respect of part divestment/dilution of stake in subsidiary companies not resulting in ceding of control, are recognised directly in other equity attributable to the owners of the Parent Company in the Consolidated Financial Statements of the Group.

The gains/losses in respect of divestment of stake resulting in ceding of control in subsidiary companies are recognised in the Statement of Profit and Loss. The investment representing the interest retained in a former subsidiary, if any, is initially recognised at its fair value with the corresponding effect recognised in the Statement of Profit and Loss as on the date the control is ceded. Such retained interest is subsequently accounted as investment in an associate or a joint venture or as a financial asset.

1.4 Business combinations and goodwill

The Group accounts for business combinations under acquisition method of accounting. Acquisitionrelated costs are recognised in the Statement of Profit and Loss as incurred. The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the condition for recognition are recognised at their fair values at the acquisition date.

Goodwill arising on consolidation of acquisitions represents the excess of (a) consideration paid for acquiring control and (b) acquisition date fair value of previously held ownership interest, if any, in a subsidiary over the Group’s share in the fair value of the net assets (including identifiable intangibles) of the subsidiary as on the date of acquisition of control. Where the fair value of the identifiable assets less liabilities exceed the cost of acquisition, the excess is recognised as Capital Reserve.

Goodwill on consolidation is allocated to cash generating units or group of cash generating units that are expected to benefit from the acquisition.

Goodwill arising on consolidation is tested for impairment annually and not amortised. In the event of cessation of operations of a subsidiary, the unimpaired goodwill is written off fully.

Business combinations arising from transfers of interests in entities that are under common control are accounted using pooling of interest method. The difference between consideration given and the aggregate historical carrying amounts of assets and liabilities of the acquired entity are recorded in shareholders’ equity.

1.5 Use of Estimates

The preparation of the Consolidated Financial Statements in conformity with Ind AS requires the Management to make estimates, judgement and assumptions. These estimates, judgements and assumptions affect the application of accounting policies and the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the Consolidated Financial Statements and reported amounts of revenue and expenses during the year. Application of accounting policies requires critical accounting estimates involving complex and subjective judgements. Accounting estimates could change from period to period. Actual results could differ from those estimates. Appropriate changes in estimates are made as the Management becomes aware of changes in circumstances surrounding the estimates. Changes in estimates are reflected in the Consolidated Financial Statements in the period in which changes are made and, if material, their effects are disclosed in the notes to the Consolidated Financial Statements. Application of accounting policies that require critical accounting estimates involving judgements and the use of assumptions in the Consolidated Financial Statements have been disclosed below:

(a) Revenue Recognition

The Group uses the percentage-of-completion method in the accounting for its fixed-price contracts. The use of the percentage-of-completion method requires the Group to estimate the efforts or costs to be expended till the reporting date as a proportion of the total efforts or costs to be expended. Efforts or costs expended 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

84 TAKE Solutions Limited

Notes forming part of Consolidated Financial Statements

recorded in the period in which such losses become probable, based on the expected contract estimates at the reporting date.

(b) Income Taxes

The Group’s two major tax jurisdictions are India and USA, though the Group also files tax returns in other foreign jurisdictions. Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws, and the amount and timing of future taxable income of the Group’s operations in India. The Group establishes provisions, based on reasonable estimates, for possible consequences of audits by the tax authorities and reflects uncertainties relating to income taxes, if any. The amount of such provisions is based on various factors, such as experience of previous tax audits and differing interpretations of tax regulations by the taxable entity and the responsible tax authority. A tax assessment could involve complex issues, which can only be resolved over extended time periods. Deferred tax assets are recognized for unused tax losses to the extent that it is probable that future taxable profit will be available against which the losses can be utilized. Significant management judgement is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits.

(c) Business Combinations and Intangible Assets

In accounting for business combinations, judgement is required in identifying whether an identifiable intangible asset is to be recorded separately from goodwill. Estimating the acquisition date ,fair value of the identifiable assets acquired and useful life thereof involves management judgement. These measurements are based on information available at the acquisition date and are based on expectations and assumptions that have been deemed reasonable by management. Significant estimates are required to be made in determining the value of contingent consideration. Changes in these judgements, estimates and assumptions can materially affect the results of operations. (d) Useful lives of property, plant and equipment and Intangible Assets

Property, plant and equipment and intangibles assets represent a significant proportion of the asset base of the Group. The charge in respect of periodic depreciation is derived after determining an estimate of an asset’s expected useful life and the expected residual value at the end of its life. The useful lives and residual values of Group’s assets are determined by the management at the time the asset is acquired and reviewed periodically, including at each financial year end. The lives are based on historical experience with similar assets as well as anticipation of future events, which may impact their life, such as changes in technology.

(e) Impairment of Goodwill

Goodwill is tested for impairment on an annual basis and whenever there is an indication that the

recoverable amount of a cash-generating unit (CGU) is less than its carrying amount, based on a number of factors including operating results, business plans, future cash flows and economic conditions. The recoverable amount of CGUs is determined based on the higher of value-in-use and fair value less cost to sell. The goodwill impairment test is performed at the level of the CGU or groups of CGUs which are benefiting from the synergies of the acquisition and which represent the lowest level at which goodwill is monitored for internal management purposes.

Market-related information and estimates are used to determine the recoverable amount. Key assumptions on which the Management has based its determination of recoverable amount include estimated long-term growth rates, weighted average cost of capital and estimated operating margins. The cash flow projections take into account past experience and represent the Management’s best estimate about future developments.

(f) Allowance for Trade Receivables and Other Financial Assets

The impairment provisions for trade receivables are based on assumptions about risk of default and expected loss rates. The Group uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on its past history, credit risk, existing market conditions as well as forward looking estimates at the end of each reporting period. For recognition of impairment loss on other financial assets and risk exposure, the Group determines that whether there has been a significant increase in the credit risk since initial recognition. The Group uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the its past history of collections, customer’s credit-worthiness, existing market conditions as well as forward looking estimates at the end of each reporting period.

(g) 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.

(h) Defined Benefit Plans

The cost of the defined benefit gratuity plan, compensated absences and the present value of the defined benefit obligation and plan assets are determined based on an actuarial valuation carried out by an independent actuary using the projected unit credit method. 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, future attrition rates and mortality rates.

TAKE Solutions Limited 85

Notes forming part of Consolidated Financial Statements

Due to the complexities involved in the valuation, the underlying assumptions 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.

(i) Fair Value Measurement of Financial Instruments

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, the fair value is measured using appropriate valuation techniques. The inputs to these models are taken from observable sources 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.

(j) Leases

The Group evaluates if an arrangement qualifies to be a lease based on the requirements of the relevant standard. Identification of a lease requires significant management judgement. Computation of the lease liabilities and right-to-use assets requires management to estimate the lease term (including anticipated renewals), and the applicable discount rate. Management estimates the lease term based on the non-cancellable lease-term, options for future renewals if the Group is reasonably certain to exercise and options to terminate the lease if the Group is reasonably certain not to exercise. In performing this assessment, the discount rate is generally based on the incremental borrowing rate specific to the lease being evaluated or for a portfolio of leases with similar characteristics.

(k) Provisions and Contingent liabilities

A provision is recognized if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation. Judgements include estimating the probability of the cash outflows for the present obligations and accordingly provisions are determined and reviewed at the end of each reporting period and are adjusted to reflect current best estimates.

The Group uses significant judgement to identify and measure contingent liabilities. Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or nonoccurrence of one or more uncertain future events not wholly within the control of the Group or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made. Contingent liabilities in relation to assessment/litigations can

involve complex issues, which can only be resolved over extended time periods.

1.6 Revenue Recognition

The Group earns revenue primarily from providing Services in Life Sciences sector across the spectrum of Clinical, Regulatory, Safety and Pharmacovigilance, Networks and Consulting to deliver transformative end-to-end solutions and services across processes, technology and analytics to both domestic and global clients. The group also earns revenue from IT Infrastructure and support, Supply Chain Management, Engineering, designing and sourcing services.

A. Life Science Sector:

Drug development is a lengthy and complex process. This process demands extensive collaboration among both internal and external stakeholders. Crossfunctional groups within an organization—including research and development (R&D), clinical research, quality assurance, manufacturing, supply chain, marketing, and sales must work together to advance drug compounds from initial development to store shelves.

a. Clinical studies

The operational success and the long-term impact of a clinical trial depends on the ability to deliver high-quality data, quickly and cost-effectively, to enable timely and informed decision making by the study teams and sponsors. In addition, it has become essential to leverage trial data using analytics to improve decision-making capabilities. Quality by design and a risk-based approach are imperative to the success of clinical trials. An effective clinical trial requires a deep understanding of how to identify and mitigate risks from start to finish, how to identify the right parameters to drive trial progress and stay patient-centric, and how to set up trial endpoints to ensure a meaningful study.

i. Full-Service Clinical Trials

Serves as an integrated development partner for faster and more cost-effective management of Phase II-IV trials. Right from study start-up, to conduct, to closure. Our clinical trials services include feasibility, start-up, project management, traditional monitoring, centralized statistical monitoring driven by concepts of risk-based monitoring, data management and biostatistics, medical & PV services, and publishing and submissions.

ii. Medical Imaging Services

Medical Imaging Services are either bundled into our full service or delivered as stand-alone and provide high quality outcomes that speed up your global Phase I - IV clinical trials. Services also include Site and CRA training. We assist with study planning, setup, conduct, and central independent review (including safety and efficacy for primary and secondary endpoints).

86 TAKE Solutions Limited

Notes forming part of Consolidated Financial Statements

iii. Non-Interventional Studies (NIS)

Services range from study setup - conduct - to closure, market surveys, pre-launch screenings, classical NonInterventional Studies, post-authorisation safety studies, and post-authorisation effectiveness studies. Help collect prospective and retrospective data for marketed products; evaluate product effectiveness, patient compliance, patient/physician satisfaction etc., identified, characterised and quantified safety hazards; confirmed safety profile of the product; and even measured the effectiveness of risk-management measures.

iv. Clinical Data Services (CDS)

Provide sponsors the flexibility of either full-service or stand-alone Clinical Data Services, as per their individual requirements. We deliver cost-effective data management services to address increasingly complex clinical data sets while conforming to the regulatory requirements of CDISC submissions. Cloud-enabled, clinical analytics platform is proven to deliver near real time, high-quality data for delivering better insights and enabling proactive decision making, resulting in successful outcomes. Designed for, and delivered via, cloud, and in compliance with regulatory and data privacy requirements, our technology platform enables end to end clinical trial data management, data visualization, analytics, monitoring and submission services.

b. Generics including Bio Availability and Bio Equivalence (BA/BE) Studies

Provide end-to-end services for BA/BE studies viz: Writing the protocol for a study by referring to Guidelines, obtaining approval from regulatory for conducting the study, Conducting the study in own facility (clinic) located in Manipal, Mangalore, Chennai and Bangalore and analysing the samples in our lab.

c. Regulatory Services

In each phase of development, drug companies are obligated to demonstrate the safety and efficacy of their drugs for human use. This requires nearconstant correspondence between regulatory affairs departments and external health authorities through the delivery of many dossiers called regulatory submissions.

A regulatory submission is a series of documents sent by a drug company to a health authority as evidence of compliance. Laws and regulations influence many aspects of the drug development processes. They impact how drug companies manufacture their drugs, design clinical trials, report safety findings, and create promotional material.

Regulatory submissions begin in preclinical development, years before an investigational drug is given to a human subject. They are not only common throughout the various stages of clinical development but also when the investigational drug become a marketed product, can continue as long as the product remains on the market.

Services include providing, submission of an original

IND, NDA or ANDA, an amendment or supplement, submission of a variation to an existing application, converting an existing application to eCTD format, ANDAs, 510Ks, DMFs, IMPDs, Annual Reports, Amendments, Orphan Drug Designation Requests, Clinical Study Reports, Investigator Brochures, Clinical Protocols, Case Report Forms, SOPs, publishing activities included formatting, proofreading and correction of typographical and grammatical errors, insertion of appendix pieces into documents, scanning, clean-up of PDF files, QC of each publishing step as well as published product, documents and dossiers for submission to clients and regulatory authorities, compilation, printing, print QC, page numbering, tab creation, assembly/binding, label creation and application and packing for shipment to clients and/or regulatory authorities.

d. Pharmacovigilance Services (PV)

A full-service Pharmacovigilance provider, offering Services along the PV Value chain right from Case Intake to Safety Risk Management.

e. Consulting

To the life sciences industry to guide them in developing their global strategies, evolving their organizational structures, identifying technology solutions and optimizing their operations.

f. Nets Forum

Hosting unique ten neutral platforms for various requirement and challenges facing the industry, like workload balancing with rising resource constraints, managing divergent global regulatory requirements, implementing continuous benefit risk management, leveraging new tools and big data and modernizing PV in the context of Industry shifts.

1.6.1 Recognition:

Revenue is recognised upon transfer of control of promised products or services to customers in an amount that reflects the consideration which the Group expects to receive in exchange for those products or services. Revenue for services, as rendered, is recognised only after persuasive evidence of an arrangement exists, the sales price is fixed or determinable and collectability is reasonably assured.

i. Clinical trials management:

Revenue is recognised on a proportional performance method. Depending on the contractual terms revenue is either recognised on the percentage of completion method based on the relationship between hours incurred and the total estimated hours of the trial or on the unit of delivery method. Contract costs equate to the product of labour hours incurred and compensation rates. For the percentage of completion method, the input (effort expended) method has been used to measure progress towards completion as there is a direct relationship between input and productivity. Contract revenue is the product of the aggregated

TAKE Solutions Limited 87

Notes forming part of Consolidated Financial Statements

labour hours required to complete the specified contract tasks at the agreed contract rates. The Company regularly reviews the estimate of total contract time to ensure such estimates remain appropriate taking into account actual contract stage of completion, remaining time to complete and any identified changes to the contract scope. Remaining time to complete depends on the specific contract tasks, the complexity of the contract and can include geographical site selection and initiation, patient enrolment, patient testing and level of results analysis required. While the Company may routinely adjust time estimates, the Company’s estimates and assumptions historically have been accurate in all material respects in the aggregate. Where revenue is recognised on the unit of delivery method, the basis applied is the number of units completed as a percentage of the total number of contractual units.

ii. Clinical Data Services:

Revenue is recognised on a fee-for-service basis, over the time the related service is performed, or in the case of permanent placement, once the candidate has been placed with the client.

iii. Laboratory Services for Generics and Bio Availability and Bio Equivalence Studies

Revenue is recognised on a fee-for-service basis. The Company accounts for laboratory service contracts as multiple element arrangements, with contractual elements comprising laboratory kits and laboratory testing, each of which can be sold separately. Sales prices for contractual elements are determined by reference to objective and reliable evidence of their sales price. Revenues for contractual elements are recognised on the basis of the number of deliverable units completed in the period.

iv. Regulatory Services

a) Time and Material Contracts:

Revenue from time and material and job contracts is recognised on output basis measured by units delivered, efforts expended, number of transactions processed, etc.

b) Fixed Price Contracts:

Revenue related to fixed price contracts where the Group is standing ready to provide services is recognised based on time elapsed mode and revenue is straight lined over the period of performance. In respect of other fixed-price contracts, revenue is recognised using percentage-of-completion method (‘POC method’) of accounting with corresponding contract costs incurred determining the degree of completion of the performance obligation.

c) License Sale:

Revenue from the sale of distinct internally developed life sciences software and systems is recognised upfront at the point in time when the system / software is delivered to the customer. In

cases where implementation and / or customisation services rendered significantly modifies or customises the life science software, these services and software are accounted for as a single performance obligation and revenue is recognised over time on a POC method.

d) Operation and Maintenance Contracts:

Revenues from operation and maintenance contracts are recognised pro-rata over the period of the contract and when services are rendered.

v. Consulting Services:

Revenue is recognised on a fee-for-service basis as each hour of the related service is performed.

v. Nets Subscription:

Revenue generated from this service is a subscription based model and fee is fixed in nature. Revenue is recognised over the tenure of the subscription.

Contracts generally contain provisions for renegotiation in the event of changes in the scope, nature, duration, or volume of services of the contract. Renegotiated amounts are recognised as revenue by revision to the total contract value arising as a result of an authorised customer change order.

B. Other Income

Other income is comprised primarily of interest income, dividend income, gain/loss on forward and options contracts and on translation of other assets and liabilities.

Recognition of Other Income

i. Interest Income

When calculating the effective interest rate, the Company estimates the expected cash flows by considering all the contractual terms of the financial instrument (for example, prepayment, extension, call and similar options) but does not consider the expected credit losses. Interest income is included in other income in the statement of profit and loss.

ii. Dividend Income

Dividend income from investments is recognised when the right to receive the payment is established.

1.6.2 Measurement:

Revenue is measured based on the transaction price, which is the consideration, adjusted for volume discounts, service level credits, performance bonuses, price concessions and incentives, if any, as specified in the contract or arrangements with

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the customer which create rights and performance obligations and are legally enforceable. Revenue excludes taxes collected from customers. Contracts are subject to modification to account for changes in contract specification and requirements. The Group reviews modification to contract in conjunction with the original contract, on the basis of which the transaction price could be allocated to a new performance obligation, or transaction price of an existing obligation could undergo a change. In the event transaction price is revised for existing obligation, a cumulative adjustment is accounted for. The Group renders services to the customers carrying on the business of life sciences and hence disaggregation of revenue industry wise is not provided.

1.6.3 Principal versus Agent Considerations in Revenue from Operations

The Group has recorded revenue on gross basis when it has the primary responsibility to provide the service, has the right or determines the vendors and contracts independent of the customer, bears the risk of unsold stock and has the latitude in determination of price.

1.6.4 Billed/ Unbilled Trade Receivable and Deferred Revenue:

Billed trade receivables represent amounts invoiced to clients based on contract terms. In general, prerequisites for billings and payments are established by contractual provisions including predetermined payment schedules, which may or may not correspond to the timing of the performance of services under the contract. Unbilled services arise when services have been rendered for which revenue has been recognized but the customers have not been billed. Deferred revenue represents

payments received in excess of revenue recognized. These payments received in advance of services being provided are classified as deferred revenue/ customer advance in the consolidated balance sheet and include amounts billed based on contractual provisions such as milestone payments or customer advances at the beginning of a project. As the contracted services are subsequently performed and the associated revenue is recognized, the deferred revenue balance is reduced by the amount of the revenue recognized during the period. The Group maintains a provision for losses on receivables based on historical collectability and specific identification of potential problem accounts. Uncollectible receivables are written off when collection efforts have been exhausted.

1.6.5 Billable/Unbillable Costs

Costs directly associated with revenue mainly comprise of cost of resources in the nature of employee benefits, professional fees, logistics, infrastructure and IT related services and supplies. The billable cost are recognised as revenue when incurred according to the terms and conditions of the contracts or the customary practices accepted by the clients. The Unbillable costs are treated as expenditure as and when incurred.

1.7 Property, Plant and Equipment and Depreciation

Property, plant and equipment are measured at cost or its deemed cost less accumulated depreciation and impairment losses, if any. Cost includes expenditures directly attributable to the acquisition of the asset. The Company depreciates property, plant and equipment over their estimated useful lives using the straightline method. The estimated useful lives of assets are as follows

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Asset Life (in years)
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Asset	Life (inyears)

Computers & Servers	3-6
Furniture, Fixtures and Ofce Equipment	4-10
Plant and Equipment	5-10
Vehicles	4-10
Leasehold improvements, Right of Use Assets	Period of Lease
Buildings	60

Depreciation methods, useful lives and residual values are reviewed periodically at the end of each financial year.

Advances paid towards the acquisition of property, plant and equipment outstanding at each Balance Sheet date is classified as capital advances under other non-current assets in situations where the work for development of that asset has not commenced or the asset, being a standard/shelf product, is not delivered and ready for the intended use as desired by the company. In situations, where the work for development of the asset has been commenced but still under progress, the cost of development incurred

till the reporting date is disclosed under ‘Capital workin-progress’.

Subsequent expenditures relating to property, plant and equipment are capitalized only when it is probable that future economic benefits associated with these will flow to the Company and the cost of the item can be measured reliably. Repairs and maintenance costs are recognized in the Statement of Profit and Loss when incurred. The cost and related accumulated depreciation are eliminated from the financial statements upon sale or retirement of the asset and the resultant gains or losses are recognised in the Statement of Profit and Loss.

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1.8 Discontinued Operation and Non-Current Assets held for sale
Discontinued operation is a component of the Group that has been disposed off or classified as held for sale and:
represents a separate major line of business or geographical area of operations and;
is part of a single coordinated plan to dispose of such a line of business or area of operations.
Non-current assets and disposal groups are classified as held for sale if their carrying amount is intended to be recovered principally through a sale (rather than through continuing use) when the asset (or disposal group) is available for immediate sale in its present condition subject only to terms that are usual and customary for sale of such asset (or disposal group) and the sale is highly probable and is expected to qualify for recognition as a completed sale within one year from the date of classification.
Non-current assets and disposal groups classified as held for sale are measured at lower of their carrying amount and fair value less costs to sell. Non-current assets and disposal groups held for sale are presented separately in the consolidated balance sheet.

Non-current assets are not depreciated or amortised while they are classified as held for sale. The results of

the discontinued operations are disclosed as a single amount in the statement of profit and loss comprising the total of:

(i) the post-tax profit or loss of discontinued operations and
(ii) the post-tax gain or loss recognised on the measurement to fair value less costs to sell or on the disposal of the assets or disposal group(s) constituting the discontinued operation.

1.9 Intangible Assets and Amortisation

Intangible assets are stated at cost less accumulated amortization and impairment. Intangible assets are amortized over their respective individual estimated useful lives ranging between 3 to 7 years on a straightline basis, from the date that they are available for use. The estimated useful life of an identifiable intangible asset is based on a number of factors, including the effects of obsolescence, demand, competition, and other economic factors (such as the stability of the industry, are known technological advances), and the level of maintenance expenditure required to obtain the expected future cash flows from the assets. Amortization methods, and useful lives are reviewed periodically, including at each financial year end. The estimated useful lives of assets are as follows:

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Particulars Life (in years)
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Particulars	Life (inyears)

Customer relationship	15
Technology, Technical Knowhow	7
Customer contract	5
Computer Software and Software Product Costs	3-7

Research costs are expensed as incurred. Software product development costs are expensed as incurred unless technical and commercial feasibility of the projects is demonstrated, future economic benefits are probable, the Group has an intention and ability to complete and use or sell the software and the costs can be measured reliably. The costs which can be capitalized include the cost of material, direct labour, overhead costs that are directly attributable to preparing the assets for its intended use. Research and development costs and software development costs incurred under contractual arrangements with customers are accounted in the Statement of Profit and Loss.

1.10 Leases

The Group as a lessee

The Group’s lease asset classes primarily consist of leases for buildings. The Group assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether:

(i) The contract involves the use of an identified asset

(ii) The Group has substantially all of the economic benefits from use of the asset through the period of the lease and
(iii) The Group has the right to direct the use of the asset.

At the date of commencement of the lease, the Group recognizes a right-of-use asset (“ROU”) and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and low value leases. For these short-term and low value leases, the Group recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease. Certain lease arrangements includes the options to extend or terminate the lease before the end of the lease term. ROU assets and lease liabilities includes these options when it is reasonably certain that they will be exercised.

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depreciation and impairment losses. Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset.

The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates. After the commencement date, the lease liability is adjusted by increasing the carrying amount to reflect interest on the lease liability; reducing the carrying amount to reflect the lease payments made; and remeasuring the carrying amount to reflect any reassessment or lease modifications. The lease liability is also remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee, or if the Group changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero. The interest on the lease liability is recognised in the statement of Profit & Loss except to the extent that it can be allocated to any Property, Plant & Equipment.

The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low-value assets (assets of less than INR 0.10 Mn in value). The Group recognises the lease payments associated with these leases as an expense over the lease term.

The Group as a lessor

Leases for which the Group is a lessor is classified as a finance or operating lease. Whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases. When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sublease separately. The sublease is classified as a finance or operating lease by reference to the rightof-use asset arising from the head lease. For operating leases, rental income is recognized on a straight line basis over the term of the relevant lease.

1.11 Borrowing costs

Borrowing cost includes interest, amortization of ancillary costs incurred in connection with the arrangement of borrowings and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost.

as part of the cost of the respective asset. All other borrowing costs are expensed in the year they occur.

1.12 Inventories

Inventories of stores and spares and consumables are valued at the lower of cost and estimated net realisable value. Cost is determined on first in first out basis. Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.

1.13 Provisions & Contingencies

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event; it is probable that the Group will be required to settle the obligation in respect of which a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the management’s best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not require an outflow of resources embodying economic benefits or the amount of such obligation cannot be measured reliably. When there is a possible obligation or a present obligation in respect of which likelihood of outflow of resources embodying economic benefits is remote, no provision or disclosure is made.

Contingent assets: A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group. Contingent assets are not recognised but disclosed only when an inflow of economic benefits is probable.

1.14 Financial Instruments

1.14.1 Initial Measurement

The Group recognizes financial assets and financial liabilities when it becomes a party to the contractual provisions of the instrument. All financial assets and liabilities are recognized at fair value on initial recognition. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities, that are not fair valued through profit or loss, are added to the fair value on initial recognition. Regular way purchase and sale of financial assets are accounted for at trade date.

1.14.2 Subsequent Measurement

i) Non-Derivative Financial Instruments

a) Financial Assets Carried at Amortized Cost

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A financial asset is subsequently measured at amortized cost if it is held within a business model whose objective is to hold the asset 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.

b) Financial Assets at Fair Value through Other Comprehensive Income (FVTOCI)

A financial asset is subsequently measured at fair value through other comprehensive income if it is held within a business model whose objective is achieved by both collecting contractual cash flows that are solely payments of principal and interest on the principal amount outstanding on specified dates and by sale. Further, in cases where the Group has made an irrevocable election based on its business model, for its investments which are classified as equity instruments, the subsequent changes in fair value are recognized in other comprehensive income (OCI).

c) Financial Assets at Fair Value through Profit and Loss (FVTPL)

A financial asset which is not classified in any of the above categories are subsequently fair valued through profit and loss.

d) Other Equity Investments

All equity investments in scope of Ind AS 109 - Financial Instruments are measured at fair value. Equity instruments which are held for trading are classified as FVTPL. For all other equity instruments, the Group decides to classify the same either as at FVTOCI or FVTPL. The Group makes such election on an instrument-by-instrument basis. The classification is made on initial recognition and is irrevocable.

If the Group decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognised in the OCI. There is no recycling of the amounts from OCI to consolidated profit or loss, even on sale of investment. However, the Group may transfer the cumulative gain or loss within equity. Equity instruments included within the FVTPL category are measured at fair value with all changes recognised in the consolidated profit or loss. Transaction cost of financial assets at FVTPL are expensed in the consolidated profit or loss.

d) 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 and loss. For trade and other payables maturing within one year from the Balance Sheet date, the carrying amounts approximate the fair value due to the short maturity of these instruments.

ii) Derivative Financial Instruments

a) Initial Recognition and Subsequent Measurement

The derivative financial instruments are initially recognized 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, except for the effective portion of cash flow hedges, which is recognized in OCI and later reclassified to profit or loss when the hedge item affects the profit or loss.

For the purpose of hedge accounting, hedges are classified as:

Fair value hedges when hedging the exposure to changes in the fair value of a recognised asset or liability or an unrecognised firm commitment.
Cash flow hedges when hedging the exposure to variability in cash flows that is either attributable to a particular risk associated with a recognised asset or liability.

Hedges that meet the criteria for hedge accounting are accounted for as described below:

Fair Value Hedges

The change in the fair value of a hedging instrument is recognised in the Statement of Profit and Loss as finance costs. The change in the fair value of the hedged item attributable to the risk hedged is recorded as part of the carrying value of the hedged item and is also recognised in the Statement of Profit and Loss as finance costs. For fair value hedges relating to items carried at amortised cost, any adjustment to carrying value is amortised through profit or loss over the remaining term of the hedge using the EIR method. EIR amortisation may begin as soon as an adjustment exists and no later than when the hedged item ceases to be adjusted for changes in its fair value attributable to the risk being hedged.

If the hedged item is derecognised, the unamortised fair value is recognised immediately in profit or loss.

Cash Flow Hedges

The effective portion of the gain or loss on the hedging instrument is recognised is OCI in the cash flow hedge reserve, while any ineffective portion is recognised immediately in the Statement of Profit or Loss.

Amounts recognised as OCI are transferred to profit or loss when the hedged transaction affects profit or loss, such as when the hedged financial income or financial expense is recognised.

1.14.3 Derecognition of Financial Instruments

The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership

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of the asset to another party and does not retain control of the asset.

On derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in the Consolidated Statement of Profit and Loss if such gain or loss would have otherwise been recognised in the Consolidated Statement of Profit and Loss on disposal of that financial asset.

The Group derecognises financial liabilities when, and only when, the its obligations are discharged, cancelled or have expired. An exchange with a new lender of debt instruments with substantially different terms is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. Similarly, a substantial modification of the terms of an existing financial liability (whether or not attributable to the financial difficulty of the debtor) is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in the Consolidated Statement of Profit and Loss.

1.14.4 Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amounts are presented in the Consolidated balance sheet when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.

1.15 Impairment

a) Financial Assets

The Group assesses at each date of statement of financial position whether a financial asset in form of trade receivables and unbilled receivables is impaired. In accordance with Ind AS 109, the Group applies Expected Credit Loss (ECL) model for measurement and recognition of impairment loss. As a practical expedient, the Group uses a provision matrix to determine impairment loss on portfolio of its trade receivables and unbilled receivables. The provision matrix is based on available external and internal credit risk factors such as credit default, credit rating from credit rating agencies and Group’s historically observed default rates over the expected life of trade receivables and unbilled receivables. ECL impairment loss allowance or reversal is recognised during the period as expense or income respectively in the consolidated statement of profit and loss.

b) Non-Financial Assets

i) Goodwill

Goodwill is tested for impairment on an annual basis and whenever there is an indication that goodwill may be impaired, relying on a number of factors including operating results, business plans and future cash flows. For the purpose of impairment testing, goodwill acquired in a business combination is allocated to Group’s CGU or groups of CGUs expected to benefit from the synergies arising from the business combination. A CGU is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or group of assets. Impairment occurs when the carrying amount of CGU is the higher of its fair value less cost to sell and its value-in-use. Value– in-use is the present value of future cash flows expected to be derived from the CGU.

Total Impairment loss of a CGU is allocated first to reduce the carrying amount of goodwill allocated to the CGU and then to the other assets of the CGU pro rata on the basis of the carrying amount of each asset in the CGU. An impairment loss on goodwill is recognized in the Consolidated Statement of Profit and Loss.

ii) Property, Plant and Equipment and Intangible Assets

Property, Plant and Equipment and Intangible Assets are evaluated for recoverability whenever events or change in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the 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.

An impairment loss is reversed in the Consolidate Statement of Profit and Loss if there has been a change in the estimates used to determine the recoverable amount. The carrying amount of the asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net if any accumulated amortization or depreciation) had no impairment loss been recognized for the asset in prior years.

1.16 Foreign Currencies

a. Functional currency

The Group’s consolidated financial statements are presented in INR, which is also the Company’s functional currency. For all other entites, the Group determines the functional currency based on the

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primary economic environment in which the entity operates, and items included in the financial statements of each entity are measured using that functional currency.

b. Transactions and balances

Foreign currency transactions are recorded at exchange rates prevailing on 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 restatement of foreign currency denominated monetary assets and liabilities are included in the consolidated statement of profit and loss. Non-monetary assets and liabilities denominated in a foreign currency and measured at historical cost are translated at an exchange rate that approximates the rate prevalent on the date of the transaction.

Transaction gains or losses realized upon settlement of foreign currency transactions are included in determining net profit for the period in which the transaction is settled. Revenue, expense and cash-flow items denominated in foreign currencies are translated into the relevant functional currencies using the exchange rate in effect on the date of the transaction.

c. Translations

For the purposes of presenting consolidated financial statements, the assets and liabilities of the Company’s foreign operations that have a functional currency other than INR are translated into INR using exchange rates prevailing at the reporting date. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising, if any, are recognized in other comprehensive income and held in foreign currency translation reserve (‘FCTR’), a component of equity, except to the extent that the translation difference is allocated to non-controlling interest. When a foreign operation is disposed off, the relevant amount recognized in FCTR is transferred to the consolidated statement of profit or loss as part of the profit or loss on disposal. Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the exchange rate prevailing at the reporting date.

1.17 Earnings Per Equity Share

Basic earnings per equity share is computed by dividing the net profit attributable to the equity holders of the Company by the weighted average number of equity shares outstanding during the period. Diluted earnings per equity share is computed by dividing the net profit attributable to the equity holders of the Company by the weighted average number of equity shares considered for deriving basic earnings per equity share and also the weighted average number of equity shares

that could have been issued on conversion of all dilutive potential equity shares are adjusted for the proceeds receivables had the equity shares been actually issued at fair value (i.e. the average market value of the outstanding equity shares). Dilutive potential equity shares are deemed converted as of the beginning of the period, unless issued at a later date. Dilutive potential equity shares are determined independently for each period presented.

The number of equity shares and potentially dilutive equity shares are adjusted retrospectively for all periods presented for any shares splits and bonus share issues including for changes effected prior to the approval of the financial statements by the Board of Directors.

1.18 Income Taxes

Income tax expenses comprise current and deferred income tax. Income tax expense is recognized in net profit in the Statement of Profit and Loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in other comprehensive income. Current income tax for current and prior periods recognized at the amount expected to be paid to or recovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the Balance Sheet date. Deferred income tax asset and liabilities are recognized for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements 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 and loss at the time of the transaction.

Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Deferred tax assets and liabilities are measured using tax rates and tax laws that have been enacted or substantively enacted by the Balance Sheet date and are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of changes in tax rates on deferred income tax assets and liabilities is recognized as income or expense in the period that includes the enactment or the substantive enactment date. A deferred income tax asset is recognized to extent that it is probable future taxable profit will be available against which the deductible temporary differences and tax losses can be utilized. The Group offsets current tax assets and current tax liabilities, where it has a legally enforceable right to set off the recognized amounts and where it intends either to settle on a net basis or to realize the asset and settle the

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liability simultaneously. Deferred income taxes are not provided on the undistributed earnings of subsidiaries where it is expected that the earnings of the subsidiary will not be distributed in the foreseeable future.

1.19 Cash and Cash Equivalents

For the purpose of presentation in Consolidated statement of cash flows, cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other short term highly liquid investments with original maturities of 3 months or less that are readily convertible to known amount of cash and which are subject to an insignificant risk of change in value.

1.20 Employee Benefits

1.20.1 Gratuity

The Holding Company and its subsidiaries provide for gratuity, a defined benefit retirement plan (‘the Gratuity Plan’) covering eligible employees of the Group. The Gratuity Plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee’s salary and the tenure of employment with the Group.

Liabilities with regard to the Gratuity Plan are determined by actuarial valuation, performed by an independent actuary, at each Balance Sheet date using the projected unit credit method.

The entities cencerned 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 liability/ (assets) are recognized in the other comprehensive income and are not reclassified to profit or loss in subsequent periods. The actual return of portfolio of plan assets, in excess of the yields computed by applying the discount rate used to measure the defined benefit obligation, is recognized in other comprehensive income. The effect of any plan amendment is recognized in net profits in the Consolidated Statement of Profit and Loss.

1.20.2 Provident Fund

In respect of Holding and Indian subsidiaries, eligible employees receive benefits from a provident fund, which is defined contribution plan. Both the eligible employee and the respective companies make monthly contributions to this provident fund plan equal to a specified percentage of the covered employee’s salary. Amounts collected under the provident fund plan are deposited in a government administered provident fund. The Companies have no further obligation to the plan beyond its monthly contributions.

1.20.3 Compensated Absences

The employees of the Group are entitled to compensated absences. The employees can carry

forward a portion of the unutilised accumulating compensated absences and utilise it in future periods or receive cash at retirement or termination of employment.

The Group records an obligation for compensated absences in the period in which the employee renders the services that increase this entitlement. The Group measures the expected cost of compensated absences as the additional amount that the Group expects to pay as a result of the unused entitlement that has accumulated at the end of the reporting period. The Group recognises accumulated compensated absences based on actuarial valuation. Non-accumulating compensated absences are recognised in the period in which the absences occur. The Group recognises actuarial gains and losses immediately in the Consolidated Statement of Profit and Loss.

1.20.4 Share-Based Payments

The Group recognizes compensation expense relating to share- based payments in Consolidated Statement of Profit and Loss using fair value in accordance with Ind AS 102, Share-Based Payments. The estimated fair value of awards in charged to the Consolidated Statement of Profit and loss on a straight-line basis over the requisite service period for each separately vesting portion of the award with the corresponding increase to share options outstanding account.

1.20.5 Short-Term Employee Benefits

All employee benefits payable wholly within twelve months of the rendering of services are classified as short term employee benefits. Benefits such as salaries, allowances, expected cost of bonus etc., are recognised in the period in which the employee renders the related service.

1.21 Statement of Cash Flows

Cash flows are reported using the indirect method, whereby profit or loss for the period is adjusted for the effects of transaction of a non-cash nature, 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.

1.22 Segment Reporting

Operating Segments are reported in a manner consistent with the reporting to the Chief Operating Decision Maker (CODM). The CODM as identified by the Board of Directors include the Executive and other Directors but do not include the Independent Directors.

The Group operates in a single segment viz Life Sciences and Support Services, disclosures under Ind AS 108. ‘Segment Reporting’ are not required.

1.23 Exceptional items

Exceptional Items include income/expenses that

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are considered to be part of ordinary activities, however of such significance and nature that separate disclosure enables the users of financial statements to understand the impact in more meaningful manner. Exceptional Items are identified by virtue of their size, nature and incidence.

1.24 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.

1.25 Prior Period Adjustment

Errors of material amount relating to prior period(s) are disclosed by a note with nature of prior period errors, amount of correction of each such prior period presented retrospectively, to the extent practicable along with change in basic and diluted earnings per share. However, where retrospective restatement is not practicable for a particular period then the circumstances that lead to the existence of that condition and the description of how and from where the error is corrected are disclosed in Notes on Accounts.

1.26 Recent pronouncements

Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. On 31 March 2023, MCA amended the Companies (Indian Accounting Standards) Rules, 2015 by issuing

the Companies (Indian Accounting Standards) Amendment Rules, 2023, applicable from 1 April, 2023, as below:

Ind AS 1 – Presentation of Financial Statements

The amendments require companies to disclose their material accounting policies rather than their significant accounting policies. Accounting policy information, together with other information, is material when it can reasonably be expected to influence decisions of primary users of general-purpose financial statements. The Company does not expect this amendment to have any significant impact in its consolidated financial statements.

Ind AS 12 – Income Taxes

The amendments clarify how companies account for deferred tax on transactions such as leases and decommissioning obligations. The amendments narrowed the scope of the recognition exemption in paragraphs 15 and 24 of Ind AS 12 (recognition exemption) so that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences. The Company is evaluating the impact, if any, in its consolidated financial statements.

Ind AS 8 – Accounting Policies, Changes in Accounting Estimates and Errors

The amendments will help entities to distinguish between accounting policies and accounting estimates. The definition of a change in accounting estimates has been replaced with a definition of accounting estimates. Under the new definition, accounting estimates are “monetary amounts in financial statements that are subject to measurement uncertainty”. Entities develop accounting estimates if accounting policies require items in financial statements to be measured in a way that involves measurement uncertainty. The Company does not expect this amendment to have any significant impact in its consolidated financial statements.

96 TAKE Solutions Limited

Notes forming part of Consolidated Financial Statements

Total	4,597.15 31.59 0.01 (3,404.53) 101.36	1,325.58	1,325.58 4.80 (1,063.82) 9.62	276.18	2,653.28 516.28 16.99 (2,204.12) 60.57	1,043.00	1,043.00 138.41 48.81 (1,044.66) 6.91	192.47	282.58 83.71
Leasehold Improvements	2.31 - - - -	2.31	2.31 - - -	2.31	2.31 - - - -	2.31	2.31 - - - -	2.31	- -
Computers	2,169.53 5.97 - (1,237.00) 38.72	977.22	977.22 0.17 (972.85) 7.50	12.04	1,107.08 264.58 - (565.71) 15.97	821.92	821.92 107.04 46.16 (970.83) 5.89	10.18	155.30 1.86
Vehicles	4.55 - - (0.50) 0.02	4.07	4.07 - (4.07) -	-	2.45 0.50 - (0.50) 0.01	2.46	2.46 0.13 - (2.60) 0.01	-	1.61 -
Furniture and Fixtures	911.31 21.88 (0.03) (864.47) 24.37	93.06	93.06 0.04 (48.57) 0.54	45.07	569.46 109.47 16.96 (648.68) 17.14	64.35	64.35 5.72 0.53 (42.56) 0.21	28.25	28.71 16.82
Plant and Equipment	608.10 2.09 - (445.39) 13.48	178.28	178.28 1.52 - -	179.80	252.23 105.19 - (265.26) 6.67	98.83	98.83 18.29 - - -	117.12	79.45 62.68
Ofce Equipment	898.74 1.65 0.04 (854.48) 24.69	70.64	70.64 3.07 (38.33) 1.58	36.96	717.14 36.54 0.03 (721.28) 20.70	53.13	53.13 7.23 2.12 (28.67) 0.80	34.61	17.51 2.35
Buildings	2.61 - - (2.69) 0.08	-	- - - -	-	2.61 - - (2.69) 0.08	-	- - - - -	-	- -
Particulars	Gross Carrying Value Balance as at April 01, 2021 Additions during the year Deletions/ Disposals Transfer upon classifying Disposal Group(s) held for sale Foreign currency translations adjustments	Balance as at March 31, 2022	Balance as at April 01, 2022 Additions during the year Deletions/ Disposal of Subsidiary Foreign currency translations adjustments	Balance as at March 31, 2023	Accumulated Depreciation & Impairment Balance as at April 01, 2021 Depreciation charge for the year# Deletions/ Disposals Transfer upon classifying Disposal Group(s) held for sale Foreign currency translations adjustments	Balance as at March 31, 2022	Balance as at April 01, 2022 Depreciation charge for the year Impairment charge for the year* Deletions/ Disposal of subsidiary Foreign currency translations adjustments	Balance as at March 31, 2023	Net Carrying Value Balance as at March 31, 2022 Balance as at March 31, 2023

TAKE Solutions Limited

Notes forming part of Consolidated Financial Statements

2.2 Right of use assets (ROU)

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Particulars Buildings
₹ Mn
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Particulars	Buildings
	₹ Mn

Gross Carrying Value Balance as at April 01, 2021 Additions during the year Deletions on disposal group(s) held for sale Foreign currency translations adjustments	514.12 82.68 (223.02) 5.45
Balance as at March 31, 2022	379.23
Balance as at April 01, 2022 Additions during the year Termination of Lease agreements	379.23 75.41 (204.61)
Balance as at March 31, 2023	250.03
Accumulated amortisation Balance as at April 01, 2021 Amortisation charge for the year Deletions on disposal group(s) held for sale Foreign currencytranslations adjustments	185.95 127.93 (105.07) 2.32
Balance as at March 31, 2022	211.13
Balance as at April 01, 2022 Amortisation charge for the year Termination of Lease agreements	211.13 52.92 (125.61)
Balance as at March 31, 2023	138.44
Net Carrying Value Balance as at March 31, 2022 Balance as at March 31, 2023	168.10 111.59

During the years ended 31 March 2023 & 31 March 2022, the Group has incurred expenses amounting to ₹ 23.46 Mn and ₹ 29.80 Mn respectively on short-term leases and leases of low-value assets (Refer Note No 2.35). For the years ended 31 March 2023 & 31 March 2022, the total cash outflows for leases, including short-term leases and low-value assets amounted to ₹ 93.83 Mn and ₹ 119.36 Mn respectively.
Lease contracts entered into by the Group primarily

pertains to buildings taken on lease to conduct its business in the ordinary course.

Terms of Operating Lease :-
Lease Liability to be paid over the lease tenure at the agreed monthly rental
Weighted average incremental borrowing rate used is ranging from 7.50% to 10% p.a.
Components of Lease Cost :-

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Interest Cost – Operating Lease Liabilities (Note No. 2.33)	13.19	35.14
Amortisation on ROU (Note No. - 2.34)	52.92	127.93
Total	66.11	163.07

2.3 Capital work-in-progress

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Opening Balance	31.03	2.09
Additions during the year	69.38	28.94
Impairment charge for the year	(0.07)	-
Closing Balance	100.34	31.03

TAKE Solutions Limited

Notes forming part of Consolidated Financial Statements

The ageing of Capital work-in-progress is given below as at March 31, 2023 and March 31, 2022

The ageing of Capital work-in-progress is given below as at March 31, 2023 and March 31, 2022	The ageing of Capital work-in-progress is given below as at March 31, 2023 and March 31, 2022	The ageing of Capital work-in-progress is given below as at March 31, 2023 and March 31, 2022	The ageing of Capital work-in-progress is given below as at March 31, 2023 and March 31, 2022	The ageing of Capital work-in-progress is given below as at March 31, 2023 and March 31, 2022	The ageing of Capital work-in-progress is given below as at March 31, 2023 and March 31, 2022
(₹ Mn)
Project inprogress	Less than 1year	1-2years	2-3years	More than 3years	Total
(i) BABE LAB-Project	69.38	28.87	2.09	-	100.34
Total	69.38	28.87	2.09	-	100.34

(₹ Mn)
Project inprogress	Less than 1year	1-2years	2-3years	More than 3years	Total
(i) BABE LAB-Project	28.87	2.09	-	-	30.96
(ii) GDC – Generator Installation	0.07	-	-	-	0.07
Total	28.94	2.09	-	-	31.03

CWIP completion schedule

There are no capital work-in-progress, whose completion is either overdue or has exceeded its cost compared to its original plan as on 31st March, 2023 and 31st March, 2022.

2.4 Goodwill

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Balance at the beginning of the year	538.48	2,371.12
On account of disposal of subsidiary	(15.56)	-
Less: Impaired upon classifying disposal group(s) held for sale	-	(1,827.78)
Foreign currency translation adjustments	-	(4.86)
Balance at the end of the year	522.92	538.48

For impairment testing, goodwill is allocated to the Cash Generating Unit (CGU) which represent the lowest level within the group at which goodwill is monitored for

internal management purposes. Below is the CGU wise break-up of goodwill.

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Ecron Acunova Limited	522.92	522.92
Ecron Acunova, Thailand	-	15.56
Total	522.92	538.48

Goodwill impairment testing

Goodwill is tested for impairment on an annual basis. The recoverable amount of a CGU is the higher of its fair value less cost of disposal and its value-in use. The recoverable amount of CGU is based on its value-in-use. The value-in-

use is determined based on cash flow projections over a period of five years and terminal growth rate thereafter.

An average of the range of each assumption used is mentioned below.

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Particulars As at March 31, 2023 As at March 31, 2022
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Particulars	As at March 31, 2023	As at March 31, 2022

Sustainable growth rate	5%	3% to 5%
Long-term reinvestment rate	34.63%	31.88%
Discount rate	14.44%	9.41%

The cash flow projections included estimates for five years and a terminal growth rate thereafter. Revenue and operating margin growth rates are based on management’s assessment of future trends in the relevant businesses and are also based on historical data from both internal and external sources. Terminal growth rates (beyond 5 years) for goodwill impairment purposes have been estimated based on macroeconomic conditions and business factors prevalent. These estimates may differ from future actual

results of operations and cash flows. Management believes that any reasonable possible change in the key assumptions mentioned above would not cause the carrying amount to exceed the recoverable amount of the cash generating unit. During the year, the testing did not result in any impairment in the carrying amount of goodwill. However, during year ended March 31, 2022, impairment charge was recognised upon measuring the disposal group(s) held for sale at fair value less cost to sell. (Refer Note: 2.37)

TAKE Solutions Limited 99

Notes forming part of Consolidated Financial Statements

Goodwill on Business acquisition	2,639.94 - - (2,719.85) 79.91 -	-	- - - -	-	- - - -	-	- - - - -	-	- -
Total Other Intangible Assets	6,235.68 248.73 - - 195.77 (6,561.26)	118.92	118.92 - (52.88) 2.26	68.30	4,181.26 314.71 - 113.35 2,048.70 (6,561.26)	96.76	96.76 7.83 (51.19) 0.56 0.59	54.55	22.16 13.75
Technical Knowhow	418.45 - - - 11.80 (389.82)	40.43	40.43 - - -	40.43	417.99 0.08 - 1.69 10.11 (389.82)	40.05	40.05 0.08 - - -	40.13	0.38 0.30
Customer contract	486.32 - - - 15.18 (501.50)	-	- - - -	-	194.52 98.83 - 7.55 200.60 (501.50)	-	- - - - -	-	- -
Technology	486.32 - - - 15.18 (501.50)	-	- - - -	-	138.96 70.59 - 5.38 286.57 (501.50)	-	- - - - -	-	- -
Customer relationship	1,458.97 - - - 45.54 (1,504.51)	-	- - - -	-	194.53 98.83 - 7.54 1,203.61 (1,504.51)	-	- - - - -	-	- -
Software Product Costs	2,889.36 - - - 90.19 (2,979.55)	-	- - - -	-	2,886.30 3.11 - 86.45 3.69 (2,979.55)	-	- - - - -	-	- -
Computer Software	496.26 248.73 - - 17.88 (684.38)	78.49	78.49 - (52.88) 2.26	27.87	348.96 43.27 - 4.74 344.12 (684.38)	56.71	56.71 7.75 (51.19) 0.56 0.59	14.42	21.78 13.45
Particulars	Gross Carrying Value Balance as at April 01, 2021 Additions during the year Deletions/ Disposal of subsidiary Impairment Charge for the year Translation adjustments Deletions on disposal group(s) held for sale	Balance as at March 31, 2022	Balance as at April 01, 2022 Additions during the year Deletions/ Disposal of subsidiary Translation adjustments	Balance as at March 31, 2023	Accumulated amortisation & impairment loss Balance as at April 01, 2021 Amortisation charge for the year# Deletions/ Disposal of subsidiary Translation adjustments Impairment Charge for the year Deletions on disposal group(s) held for sale	Balance as at March 31, 2022	Balance as at April 01, 2022 Amortisation charge for the year Deletions/ Disposal of subsidiary Translation adjustments Impairment Charge for the year	Balance as at March 31, 2023	Net Carrying Value Balance as at March 31, 2022 Balance as at March 31, 2023

100 TAKE Solutions Limited

Notes forming part of Consolidated Financial Statements

2.6 Intangible assets under development

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Opening Balance	2.86	-
Additions during the year	3.95	2.86
Impairment charge for the year	-	-
Closing Balance	6.81	2.86

The ageing of intangible assets under development as at March 31, 2023 and March 31, 2022 is given below:

(₹ Mn)	(₹ Mn)	(₹ Mn)	(₹ Mn)	(₹ Mn)	(₹ Mn)
Project in progress	Less than 1year	1-2 years	2-3 years	More than 3years	Total
(i) BA-BE Project	3.95	2.86	-	-	6.81
Total	3.95	2.86	-	-	6.81

(₹ Mn)
Project in progress	Less than 1year	1-2 years	2-3 years	More than 3years	Total
(i) BA-BE Project	2.86	-	-	-	2.86
Total	2.86	-	-	-	2.86

 There are no intangible assets under development, whose completion is either overdue or has exceeded its cost compared to its original plan as on 31st March, 2023 and 31st March, 2022.

2.7 Non-Current Investments

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Particulars As at March 31, 2023 As at March 31, 2022
₹ Mn
Investments carried at Fair value through Profit and Loss
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Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Investments carried at Fair value through Proft and Loss
(a) Investments in Equity Instruments (Unquoted, fully paid) Solaris Pharma Corporation, USA {No of Shares: Nil/- (250,000 as at March 31, 2022) of USD 1 per share} Less: Impaired upon classifying disposal group(s) held for sale	- -	52.09 (52.09)
(b) Investments in Preference Shares (Unquoted, fully paid) Spectra MD USA, Inc {No of Shares: Nil/- (235,294 as at March 31, 2022) of USD 0.85 per share} Less: Impaired upon classifyingdisposalgroupheld for sale	- - -	- 22.27 (22.27)
Total	-	-

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Aggregate amount of quoted investments Aggregate amount of unquoted investments in subsidiaries* Aggregate amount of impairment in value of investments	- - -	- 74.36 74.36

*included disposal group(s) classified as held for sale.

TAKE Solutions Limited

101

Notes forming part of Consolidated Financial Statements

2.8 Other Non Current Financial Assets

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Carried at Amortised cost Unsecured, considered good Security deposits	36.88	70.90
Total	36.88	70.90

2.9 Taxes

a) Income Tax Assets (Net)

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Income Tax Assets (net of provisions)	183.09	215.90
Total	183.09	215.90

b) Income Tax Expense

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Current tax ( Including Earlier Years) Deferred tax charge / (credit)	32.19 (15.39)	59.48 (11.03)
Total tax expense recognised in the statement of proft or loss	16.80	48.45

c) Income tax expense / (credit) on other comprehensive income

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Remeasurement of defned beneft plans Others	(14.24) -	(1.88) (0.13)
Total tax expense recognised in the other comprehensive income	(14.24)	(2.01)

d) Components of Deferred tax assets (net)

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Particulars As at March 31, 2023 As at March 31, 2022
₹ Mn
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Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn

Deferred tax assets (net) Property, plant & equipment and intangible assets Financial Instrument measured at Fair Value Employee Benefts Right to Use Assets	12.91 2.68 3.11 8.14	- 3.51 26.44 6.56
Total	26.84	36.51
Deferred tax liabilities (net) Cash fow hedges Property,plant & equipment and intangible assets	- -	3.38 7.44
Total	-	10.82
Deferred tax assets/(Liabilities) - net	26.84	25.69

102 TAKE Solutions Limited

Notes forming part of Consolidated Financial Statements

e) Reconciliation of tax expense recognized in the statement of profit and loss and the accounting profit multiplied by India’s domestic tax rate for 31 March 2023 and 31 March 2022

The Company has opted for lower corporate tax rate

available under section 115BAA of the Income-tax Act, 1961 (‘the Act’) as introduced by Taxation Laws (Amendment) Ordinance, 2019. Accordingly, the Company has recognized provision for Income-tax at 25.17% for the years ended 31st March 2023 and 31st March 2022.

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Particulars For the year ended For the year ended
March 31, 2023 March 31, 2022
₹ Mn
Accounting profit / (loss) before income tax (986.74) (7,710.18)
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Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
	₹ Mn
Accounting proft / (loss) before income tax	(986.74)	(7,710.18)
Enacted tax rates in India Tax at statutory income tax rate Add/(Less) Net Adjustment on account of: Efect of Impairment loss of Continuing Operations disallowed Non recognition of DTA on certain losses including efect of diferent tax rates of foreign subsidiaries included under disposal group(s) Other Non-Deductible/(deductible) tax expenses Short / (Excess)provision for earlieryears	25.168% (248.34) 160.55 130.97 (22.39) (3.99)	25.168% (1,940.50) - 2,040.02 17.85 (4.61)
Tax expense as per Statement of Proft and Loss (Continuing and discontinuing)	16.80	112.76

f) Movement in Deferred Tax asset / (liability) during the current year

f) Movement in Deferred Tax asset / (liability) during the current year	f) Movement in Deferred Tax asset / (liability) during the current year	f) Movement in Deferred Tax asset / (liability) during the current year	f) Movement in Deferred Tax asset / (liability) during the current year	f) Movement in Deferred Tax asset / (liability) during the current year	f) Movement in Deferred Tax asset / (liability) during the current year
(₹ Mn)
Particulars	Balance as at April 01, 2022	Recognized in proft & loss (Continuing & Discontinuing)	Recognized in OCI	On disposal of Subsidiary	Balance As at March 31, 2023
Deferred Tax Assets Remeasurement of defned beneft plans Property, Plant & Equipment and Intangible Assets Financial Instruments measured at Fair Value Right to use Assets Cash Flow Hedge	26.44 (7.44) 3.51 6.56 (3.38)	(9.09) 20.35 (0.83) 1.58 3.38	(14.24) - - - -	- - - - -	3.11 12.91 2.68 8.14 -
Total	25.69	15.39	(14.24)	-	26.84

(₹ Mn)	(₹ Mn)	(₹ Mn)	(₹ Mn)	(₹ Mn)	(₹ Mn)
Particulars	Balance as at April 01, 2021	Recognized in proft & loss (Continuing & Discontinuing)	Recognized in OCI	On disposal of Subsidiary	Balance As at March 31, 2022
Deferred Tax Assets Remeasurement of defned beneft plans Property, Plant & Equipment and Intangible Assets Financial Instruments measured at Fair Value Right to use Assets Cash Flow Hedge	28.46 (280.63) 162.62 7.88 0.40	(0.14) 21.52 (5.38) (1.32) (3.65)	(1.88) - - - (0.13)	- 251.67 (153.73) - -	26.44 (7.44) 3.51 6.56 (3.38)
Total	(81.27)	11.03	(2.01)	97.94	25.69

TAKE Solutions Limited

103

Notes forming part of Consolidated Financial Statements

2.10 Other Non-Current Assets

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Particulars As at March 31, 2023 As at March 31, 2022
₹ Mn
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Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn

Unsecured, considered good Capital advances Less: Impaired upon classifying disposal group(s) held for sale Indirect taxes receivables	245.83 - 10.08	25.68 (25.68) 10.08
Total	255.91	10.08

2.11 Inventories

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Consumables	7.76	6.49
Total	7.76	6.49

Inventories are carried at lower of cost and net realisable value.

2.12 Trade Receivables

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Particulars As at March 31, 2023 As at March 31, 2022
₹ Mn
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Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn

Receivables - Considered good	325.86	815.05
Receivables – Credit Impaired	-	4.13
(Less): Impairment loss	-	(4.13)
(Less): Allowance for expected credit loss	(25.46)	-
Total	300.40	815.05

In determining the allowances for doubtful trade receivables, the Group has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision

matrix takes into account historical credit loss experience and is adjusted for forward looking information. The expected credit loss allowance ranging between from 0.5% to 15% is based on the aging of the receivables.

The ageing of receivables as at March 31, 2023 is given below:

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(₹ Mn)
Particulars Outstanding for following periods from due date of Not Due Total
payment (at gross)
Less than 6 months 1-2 years 2-3 years More than
6 months -1 year 3 years
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The ageing of receivables as at March 31, 2023 is given below:	The ageing of receivables as at March 31, 2023 is given below:	The ageing of receivables as at March 31, 2023 is given below:	The ageing of receivables as at March 31, 2023 is given below:	The ageing of receivables as at March 31, 2023 is given below:	The ageing of receivables as at March 31, 2023 is given below:	The ageing of receivables as at March 31, 2023 is given below:	The ageing of receivables as at March 31, 2023 is given below:
(₹ Mn)
Particulars	Outstanding for following periods from due date of payment (atgross)					Not Due	Total
	Less than 6 months	6 months -1year	1-2 years	2-3 years	More than 3years

(i) Undisputed Trade receivables–consideredgood	43.06	15.63	11.53	1.70	146.58	107.36	325.86
(ii) Undisputed Trade Receivables – which have signifcant increase in credit risk	-	-	-	-	-	-	-
(iii) Undisputed Trade Receivables – credit impaired	-	-	-	-	-	-	-
(iv) Disputed Trade Receivables– consideredgood	-	-	-	-	-	-	-
(v) Disputed Trade Receivables – which have signifcant increase in credit risk	-	-	-	-	-	-	-
(vi) Disputed Trade Receivables – credit impaired	-	-	-	-	-	-	-

TAKE Solutions Limited

104

Notes forming part of Consolidated Financial Statements	Notes forming part of Consolidated Financial Statements	Notes forming part of Consolidated Financial Statements	Notes forming part of Consolidated Financial Statements	Notes forming part of Consolidated Financial Statements	Notes forming part of Consolidated Financial Statements	Notes forming part of Consolidated Financial Statements	Notes forming part of Consolidated Financial Statements
Sub -Total	43.06	15.63	11.53	1.70	146.58	107.36	325.86
Less: Expected Credit Loss	(0.42)	(0.78)	(1.15)	(0.25)	(22.32)	(0.54)	(25.46)
Total	42.64	14.85	10.38	1.45	124.26	106.82	300.40

The ageing of receivables as at March 31, 2022 is given below:

	(₹ Mn)	(₹ Mn)	(₹ Mn)	(₹ Mn)	(₹ Mn)	(₹ Mn)	(₹ Mn)
Particulars	Outstanding for following periods from due date of payment (atgross)					Not Due	Total
	Less than 6 months	6 months -1year	1-2 years	2-3 years	More than 3years
(i) Undisputed Trade receivables–consideredgood	185.97	42.17	391.82	2.91	8.67	183.51	815.05
(ii) Undisputed Trade Receivables – which have signifcant increase in credit risk	-	-	-	-	-	-	-
(iii) Undisputed Trade Receivables – credit impaired	2.38	0.34	0.14	0.68	0.15	0.44	4.13
(iv) Disputed Trade Receivables– consideredgood	-	-	-	-	-	-	-
v) Disputed Trade Receivables – which have signifcant increase in credit risk	-	-	-	-	-	-	-
(vi) Disputed Trade Receivables – credit impaired	-	-	-	-	-	-	-
Sub total	188.35	42.51	391.96	3.59	8.82	183.95	819.18
Less: Impairment on Trade Receivables	(2.38)	(0.34)	(0.14)	(0.68)	(0.15)	(0.44)	(4.13)
Total	185.97	42.17	391.82	2.91	8.67	183.51	815.05

2.13 Contract Assets

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Unsecured, considered good Unbilled receivables*[Refer Note No 15(b)]	240.99	361.37
Total	240.99	361.37

*Classified as financial asset as the contractual right to consideration is unconditional upon passage of time.

2.14 Cash and Cash Equivalents

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Particulars As at March 31, 2023 As at March 31, 2022
₹ Mn
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Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn

Cash on hand Balances with banks - On current accounts - On deposit accounts	0.97 106.26 -	1.53 247.97 40.47
Total	107.23	289.97

TAKE Solutions Limited 105

Notes forming part of Consolidated Financial Statements

2.15 Bank Balances other than Cash and Cash equivalents

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Earmarked balances* Deposits having original maturity more than 3 months and upto 12 months	4.14 0.36	4.24 0.74
Total	4.50	4.98

*Earmarked balances with banks include balances with banks for unclaimed dividend and unspent CSR.

2.16 Other Current Financial Assets

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----- Start of picture text -----

Particulars As at March 31, 2023 As at March 31, 2022
₹ Mn
----- End of picture text -----

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Carried at amortised cost Unsecured, considered good Interest receivable Receivable from sale of disposal group(s) / subsidiaries Others Less: Impaired upon classifying disposal group(s) held for sale	0.04 97.41 5.77 -	0.32 - 92.73 (33.11)
Total	103.22	59.94

2.17 Other Current Assets

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Unsecured, considered good Advance to employees Less: Impaired upon classifying disposal group(s) held for sale Advance to Suppliers Less: Impaired upon classifying disposal group(s) held for sale Indirect taxes receivables Prepaid expenses Less: Impaired upon classifying disposal group(s) held for sale Others	0.95 - 24.00 - 105.33 7.55 - 0.01	110.64 (109.65) 1,738.88 (1,513.57) 56.04 224.39 (149.13) -
Total	137.84	357.60

2.18 Share Capital

(a) The authorised, issued, subscribed and fully paid-up share capital and par value:

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Particulars As at March 31, 2023 As at March 31, 2022
₹ Mn
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Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Authorised Share Capital 350,000,000 (350,000,000 as at March 31, 2022) Equity Shares of ₹ 1/- each 15,000,000 (15,000,000 as at March 31, 2022) Preference Shares of ₹ 10/- each	350.00 150.00	350.00 150.00
	500.00	500.00

TAKE Solutions Limited

106

Notes forming part of Consolidated Financial Statements

Issued, Subscribed and Paid up Share Capital

Issued, Subscribed and Paid up Share Capital
147,934,000 (147,934,000 as at March 31, 2022) Equity Shares of ₹ 1/- each fully paid Less: Shares issued and lying with ESOP Trust	147.93 1.71	147.93 1.71
Total	146.22	146.22

Shares allotted to ESOP Trust but not transferred to employees are reduced from Share Capital and Share Premium Accounts. Out of the 2,400,000 equity shares allotted to the Trust, 690,984 (690,984) shares have been transferred to employees up to March 31, 2023. Accordingly

the Company has reduced the Share Capital and Share Premium Accounts, by the amount of face value of the equity shares issued to the Trust but not transferred to employees and Share Premium on such shares respectively.

(b) The reconciliation of number of equity shares outstanding and the amount of share capital at the beginning and at the end of reporting period March 31, 2023 and March 31, 2022:

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As at March 31, 2023 As at March 31, 2022
Equity Shares
No. of shares ₹ Mn No. of shares ₹ Mn
----- End of picture text -----

Equity Shares	As at March 31, 2023	As at March 31, 2023	As at March 31, 2022	As at March 31, 2022
	No. of shares	₹ Mn	No. of shares	₹ Mn

Outstanding at the beginning of the year Changes in Equity Share Capital due to prior period error Restated balance at the beginning of the current year Add: Shares allotted on exercise of ESOP	146,224,984 - 146,224,984 -	146.22 - 146.22 -	146,224,984 - 146,224,984 -	146.22 - 146.22 -
Outstanding at the end of the year	146,224,984	146.22	146,224,984	146.22

(c) The Company has only one class of shares referred to as equity shares having face value of ₹1/- each. Each holder of the equity shares is entitled to one vote per share.

Each holder of equity share is entitled to one vote per share and to receive interim/ final dividend as and when declared by the Board of Directors/ at the Annual General meeting. In the event of liquidation

of the Company, the holders of equity shares will be entitled to receive the remaining assets of the Company in proportion to the number of equity shares held. Company declares and pays dividends in Indian rupees. For the year ended 31st March 2023, the Board of Directors has not proposed any dividend. (Previous year – ₹Nil).

(d) Equity Shareholder holding more than 5% of equity shares along with the number of equity shares held at the end of the year is given below:

Particulars	As at March 31, 2023	As at March 31, 2023	As at March 31, 2022	As at March 31, 2022	% Change during the year
	No. of shares	% holding	No. of shares	% holding
TAKE Solutions Pte Ltd, Singapore	78,253,450	52.90%	78,253,450	52.90%	-

(e) Details of Shareholding of promoters as at the end of the year are given below:

S. No	Promoter Name	No. of Shares Held as on March 31, 2023	% of total shares	No. of Shares Held as on March 31, 2022	% of total shares	% Change during the year
1	Mr. Srinivasan .H.R	135,000	0.09	135,000	0.09	NIL
2	Aakanksha Management Consultancy and Holdings Private Limited	622,921	0.42	622,921	0.42	NIL
3	TAKE Solutions Pte Limited	78,253,450	52.90	78,253,450	52.90	NIL

TAKE Solutions Limited 107

Notes forming part of Consolidated Financial Statements

(f) The Company has not allotted any fully paid-up equity shares by way of bonus shares nor has bought back any class of equity shares during the period of five years immediately preceding the Balance Sheet date.

(g) Employee Stock Options

The Company measures the compensation expenses relating to employee stock options using the fair value method. The fair value is treated as employee compensation expenses and charged to Consolidated Statement of Profit and Loss. The value of the options is treated as a part of employee compensation in the financial statements and is amortised over the vesting period.

Pursuant to Clause 5(3) of SEBI (Share Based Employee Benefits) Regulations, 2014 and para 10 of Employees Stock

Option Scheme – 2007 of the Company, Remuneration and Compensation Committee is authorised to make a fair and reasonable adjustment to the number of options and to the exercise price in respect of options granted to the employees under the plan in the case of Corporate actions such as right issue, bonus issue, merger, etc.

On December 10, 2007, the Company established Employees Stock Option Scheme – 2007 (ESOS -2007 or Scheme). Under the Scheme, the Company is authorised to issue up to 2,400,000 (originally 240,000) equity settled options of ₹ 1/- each (originally ₹ 10/- each) to employees (including employees of the subsidiaries). Remuneration and Compensation Committee has been constituted by the Board of Directors of the Company to administer the Scheme.

Other particulars of Employee Stock Options Scheme 2007 as at March 31, 2023 are given below:

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Particulars Series III Series IV Series V Series VI
----- End of picture text -----

Particulars	Series III	Series IV	Series V	Series VI

Grant Price - ₹	73.00	73.00	73.00	73.00
Fair Value per Share- ₹	89.81	93.29	154.61	47.56
Grant Date	August 07, 2015	March 24, 2016	May 17, 2018	August 08, 2019
Vesting commences on	August 06, 2016	March 23, 2017	May 16, 2019	August 07, 2020
Vesting Schedule	30% of grant on August 06, 2016, subsequent 30% of grant on August 06, 2017 and balance 40% of grant on August 06, 2018	30% of grant on March 23, 2017, subsequent 30% of grant on March 23, 2018 and balance 40% of grant on March 23, 2019	30% of grant on May 16, 2019, subsequent 30% of grant on May 16, 2020 and balance 40% of grant on May16, 2021	30% of grant on August 07, 2020, subsequent 30% of grant on August 07, 2021 and balance 40% of grant on August 07, 2022.
Exercise period	5 Years	5 Years	5 Years	5 Years
Option Granted and outstanding at the beginningof theyear	419,163	70,000	278,000	425,000
Option granted during the year	NIL	NIL	NIL	NIL
Option lapsed and /or withdrawn duringtheyear	319,163	50,000	253,000	400,000
Option exercised during the year against which shares were allotted	NIL	NIL	NIL	NIL
Option granted and outstanding at the end of the year of which - Option vested	1,00,000	20,000	25,000	25,000
- Option yet to vest	NIL	NIL	NIL	NIL

108 TAKE Solutions Limited

Notes forming part of Consolidated Financial Statements

Other particulars of Employee Stock Options Scheme 2007 as at March 31, 2022 are given below:

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Particulars Series III Series IV Series V Series VI
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Particulars	Series III	Series IV	Series V	Series VI

Grant Price - ₹	73.00	73.00	73.00	73.00
Fair Valueper Share- ₹	89.81	93.29	154.61	47.56
Grant Date	August 07, 2015	March 24, 2016	May17, 2018	August 08, 2019
Vestingcommences on	August 06, 2016	March 23, 2017	May16, 2019	August 07, 2020
Vesting Schedule	30% of grant on August 06, 2016, subsequent 30% of grant on August 06, 2017 and balance 40% of grant on August 06, 2018	30% of grant on March 23, 2017, subsequent 30% of grant on March 23, 2018 and balance 40% of grant on March 23, 2019	30% of grant on May 16, 2019, subsequent 30% of grant on May 16, 2020 and balance 40% of grant on May 16, 2021	30% of grant on August 07, 2020, subsequent 30% of grant on August 07, 2021 and balance 40% of grant on August 07, 2022.
Exercise period	5 Years	5 Years	5 Years	5 Years
Option Granted and outstanding at the beginningof theyear	460,723	85,000	278,000	4,25,000
Option granted during the year	NIL	NIL	NIL	NIL
Option lapsed and /or withdrawn during the year	41,560	15,000	NIL	NIL
Option exercised during the year against which shares were allotted	NIL	NIL	NIL	NIL
Option granted and outstanding at the end of the year of which - Option vested	4,19,163	70,000	2,78,000	2,55,000
- Option yet to vest	NIL	NIL	NIL	1,70,000

2.19 Other Equity

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Capital reserve Capital redemption reserve General reserve Share options outstanding account Security premium Retained earnings Cash fow hedge reserve Foreign currency translation reserve Other items of other comprehensive income	36.25 49.11 330.69 15.90 6,266.91 (5,802.91) - 0.34 43.51	36.25 49.11 187.37 104.31 6,266.91 (4,981.58) (3.89) (10.31) 16.04
Total	939.80	1,664.21

TAKE Solutions Limited 109

Notes forming part of Consolidated Financial Statements

Nature of Reserves

Capital Reserve

The Group recognises profit or loss on purchase, sale, issue or cancellation of the Company’s own equity instruments which is transferred to capital reserve.

 Capital Redemption Reserve

Capital Redemption Reserve is created to the extent of the nominal value of the share capital extinguished.
Capital Reserve on Consolidation

Capital reserve represents gain arising from business combination and loss/(gain) on account of acquisition/ divestment of non-controlling interest.

General Reserve

General reserve represents appropriation of profits. This represents a free reserve and is available for dividend distributions. As the general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the general reserve will not be reclassified subsequently to the statement of profit and loss.

 Securities Premium

Securities Premium includes:
(i) The difference between the face value of the equity shares and the consideration received in respect of shares issued;
(ii) The fair value of the stock options which are treated as expense, if any, in respect of shares allotted pursuant to Stock Options Scheme.

This reserve is utilised in accordance with the provisions of the Act.

Share Options Outstanding Account

The Share options outstanding account is used to record the fair value of equity- settled share-based payment transactions with employees. The amounts recorded in share options outstanding account are transferred to securities premium upon exercise of stock options and transferred to general reserve on account of stock options are forfeited or not exercised by employees.

Foreign Currency Translation Reserve

Foreign currency translation reserve represents the unrealised gains and losses on account of translation of reporting currency for foreign subsidiaries into the Company’s presentation currency.

 Cash Flow Hedge Reserve

The cash flow hedging reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of designated portion of hedging instruments entered into for cash flow hedges. The cumulative gain or loss arising on changes in fair value of the designated portion of the hedging instruments that are recognised and accumulated under the heading of cash flow hedging reserve. Such gains or losses will be reclassified to statement of profit and loss in the period in which the hedged transaction occurs.

Other Items of Other Comprehensive Income

Other items of other comprehensive income consist of currency translation and re-measurement of net defined benefit liability/assets net of taxes.

Retained Earnings

Retained earnings comprises of the undistributed earnings after taxes.

2.20 Borrowings - Non-Current

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Particulars As at March 31, 2023 As at March 31, 2022
₹ Mn
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Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Carried at Amortised cost Secured Loans: Term loans from banks Vehicle loan	57.62 -	151.73 0.12
Total	57.62	151.85

Note: The group has utilised the borrowings for the purpose for which the same was raised.

There was default in the repayment of the principal and interest amounts for the loans referred above. (Refer Note 12).

110 TAKE Solutions Limited

Notes forming part of Consolidated Financial Statements

Details of Borrowings

a) Emergency Credit Loan

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Bank Entity Non-Current Interest Security Repayments Term
Rate
As at March As at March
31, 2023 31, 2022
(₹ Mn) (₹ Mn)
----- End of picture text -----

Bank	Entity	Non-Current	Non-Current	Interest Rate	Security	Repayments Term
		As at March 31, 2023 (₹ Mn)	As at March 31, 2022 (₹ Mn)

IndusInd bank Limited	Ecron Acunova Limited (EAL)	13.59	39.32	EBLR + Spread of 0.05%. At present it is at 9.25% p.a.	Collateral security by way of charge on Inventory, Book debts and pledge of shares of EAL to an extent of 5,338,592 owned by TAKE. Corporate Guarantee given by TAKE.	36 monthly installments till 31st October 2024
ICICI Bank Limited	Navitas LLP	6.53	17.74	I-EBLR* + 0.55%	Second charge with the existing cash credit facility and shall be secured by all the existing security created in favour of ICICI Bank Limited and charge created on the assets under this facility.	Over a period of 4 Years. Repayment commences from December 2021

*EBLR- External Benchmark Lending Rate

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Bank Entity Current Interest Security Repayments
Rate Term
As at As at
March 31, March 31,
2023 2022
(₹ Mn) (₹ Mn)
----- End of picture text -----

Bank	Entity	Current	Current	Interest Rate	Security	Repayments Term
		As at March 31, 2023 (₹ Mn)	As at March 31, 2022 (₹ Mn)

IndusInd bank Limited	EAL	23.30	23.30	EBLR + Spread of 0.05%. At present it is at 9.25% p.a.	Primary security of Plant and Machinery and Collateral security by way of charge on Inventory, Book debts and pledge of shares of EAL to an extent of 5,338,592 owned by TAKE and guaranteed by TAKE.	36 monthly installments till 31st October 2024
ICICI Bank Limited	Navitas LLP	11.22	11.22	I-EBLR* + 0.55%	Second charge with the existing cash credit facility and shall be secured by all the existing security created in favour of ICICI Bank Limited and charge created on the assets under this facility.	Over a period of 4 Years. Repayment commences from December 2021.

*EBLR- External Benchmark Lending Rate

TAKE Solutions Limited 111

Notes forming part of Consolidated Financial Statements

b) Term Loan

Bank	Entity	Non-Current As at March 31, 2023 (₹ Mn) As at March 31, 2022 (₹ Mn)	Non-Current As at March 31, 2023 (₹ Mn) As at March 31, 2022 (₹ Mn)	Interest Rate	Security	Repayments Term
			As at March 31, 2022 (₹ Mn)
IndusInd bank	EAL	37.50	68.08	8.55% p.a.	Primary security of Plant and Machinery and Collateral security by way of charge on Inventory, Book debts and pledge of shares of EAL to an extent of 5,338,592 owned by TAKE and guaranteed by TAKE.	Repayable in 20 equal quarterly installments
IndusInd bank	EAL	-	16.61	8.60 % p.a.		Repayable in 20 equal quarterly installments.
IndusInd bank	EAL	-	9.98	8.60 % p.a.		Repayable in 16 equal quarterly installments.

Bank	Entity	Current	Current	Interest Rate	Security	Repayments Term
		As at March 31, 2023 (₹ Mn)	As at March 31, 2022 (₹ Mn)
IndusInd bank Limited	EAL	30.00	30.00	8.55% p.a.	Primary security of Plant and Machinery and Collateral security by way of Inventory, Book debts and pledge of shares of EAL to an extent of 5,338,592 owned by TAKE and guaranteed by TAKE.	Repayable in 20 equal quarterly installments
IndusInd bank Limited	EAL	-	40.00	8.60 % p.a.		Repayable in 20 equal quarterly installments.
IndusInd bank Limited	EAL	-	27.32	8.60 % p.a.		Repayable in 16 equal quarterly installments.

c) Working Capital Demand Loan

Bank	Entity	Current	Current	Interest Rate Security	Interest Rate Security
		As at March 31, 2023 (₹ Mn)	As at March 31, 2022 (₹ Mn)
IndusInd bank Limited	EAL	140.78	151.08	6 Months MCLR# + 0.35 to 1.80% p.a. It is at 9.75%	Primary security on inventory and book debts and Collateral security by way of charge on plant and machinery and pledge of shares of EAL to an extent of 5,338,592 owned byTAKE andguaranteed byTAKE.
ICICI Bank Limited	LLP	69.65	150.32	6 Months MCLR# + 3.10%	Secured against the current assets of the LLP and corporate guarantee provided byTAKE.

MCLR- Marginal Cost of the fund-based Lending Rate.

112 TAKE Solutions Limited

Notes forming part of Consolidated Financial Statements

d) Vehicle Loan

Bank	Entity	Non-Current	Non-Current	Interest Rate	Security	Repayments Term
		As at March 31, 2023 (₹ Mn)	As at March 31, 2022 (₹ Mn)
ICICI Bank Limited - Vehicle Loan	EAL	-	0.12	8.30% p.a.	Secured against Car	Repayable in 60 equal quarterly installments.

2.21 Lease liabilities – Non Current

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Lease Liabilities	81.53	126.12
Total	81.53	126.12

2.22 Provisions – Non Current

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Provision for employee benefts Gratuity and other employee benefts Compensated absences	5.99 3.61	50.37 28.86
Total	9.60	79.23

2.23 Borrowings - Current

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Secured Loans repayable on demand from banks Current maturities of long-term loans	210.44 64.51	301.40 131.84
Total	274.95	433.24

 Note: The group has utilised the borrowings for the purpose for which the same was raised.

 There was default in the repayment of the principal and interest amounts for the loans referred above. (Refer Note 12)

 The Group has borrowings from banks on the basis of security of current assets. The quarterly returns or statements of current assets filed by the Group with banks are in agreement with the unaudited/ unreviewed quarterly books of account of the respective entities.

For the terms of Borrowings refer Note no. 2.20

2.24 Lease liabilities - Current

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Lease liabilities	49.59	68.69
Total	49.59	68.69

TAKE Solutions Limited

113

Notes forming part of Consolidated Financial Statements

2.25 Trade Payables

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Particulars As at March 31, 2023 As at March 31, 2022
₹ Mn
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Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Trade payables:
i. Total outstanding dues to micro enterprises and small enterprises	10.52	14.68
ii. Total outstanding dues to creditors other than micro enterprises and small enterprises	225.66	273.18
Total	236.18	287.86

The average credit period for the creditors ranges between 30 to 60 days.

The ageing of Trade payables as on March 31, 2023 and March 31, 2022 are as follows:


The ageing of Trade payables as on	March 31, 2023 and March 31, 2022 are as follows: ₹ Mn
Particulars	Outstanding for following periods from due date of payment					Total Trade Payables
	Not Due	Less than 1 year	1-2 years	2-3 years	More than 3 years
(i) MSME	1.79	8.73	-	-	-	10.52
(ii) Others	21.05	147.31	36.60	4.87	15.83	225.66
(iii)Disputed dues - MSME	-	-	-	-	-	-
(iv)Disputed dues - Others	-	-	-	-	-	-
Total Trade payables	22.84	156.04	36.60	4.87	15.83	236.18

	₹ Mn	₹ Mn	₹ Mn	₹ Mn	₹ Mn	₹ Mn
Particulars	Outstanding for following periods from due date of payment					Total Trade Payables
	Not Due	Less than 1 year	1-2 years	2-3 years	More than 3 years
(i) MSME	2.59	12.09	-	-	-	14.68
(ii) Others	49.87	186.71	18.80	16.81	0.99	273.18
(iii)Disputed dues - MSME	-	-	-	-	-	-
(iv)Disputed dues - Others	-	-	-	-	-	-
Total Trade payables	52.46	198.80	18.80	16.81	0.99	287.86

2.26 Other Financial Liabilities

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Particulars As at March 31, 2023 As at March 31, 2022
₹ Mn
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Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Accrued expenses	67.74	242.17
Payable for CSR expenses	2.42	7.12
Employee benefts payables	23.07	14.73
Interest accrued but not due on borrowings	-	1.30
Other payables	2.25	21.58
Unclaimed dividends(refer note below)	1.72	2.40
Total	97.20	289.30

(a) Unclaimed dividend as on March 31, 2022 includes amount of ₹ 0.16 Mn pertaining to second interim dividend for the year 2014-15 due to be transferred to Investor Education and Protection Fund (IEPF) on 14th March, 2022. The transfer of the same could not be made due to technical difficulties in electronic filing of the requisite forms. The company has made a successful transfer of the above dividend to IEPF on 21st May, 2022.

(b) During the year, the Company has transferred ₹ 0.26 Mn to IEPF and subsequent to the financial year, a sum of ₹ 0.14 Mn has been transferred to IEPF. There has been no delay in transferring the amounts due to be transferred to IEPF. Further for the year ended March 31, 2023, dividend claimed by the shareholders is ₹ 0.28 Mn.

114 TAKE Solutions Limited

Notes forming part of Consolidated Financial Statements

2.27 Other Current Liabilities

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Advance received from customers	9.60	2.11
Deferred revenue*	249.50	332.48
Statutory dues payables	89.25	54.81
Total	348.35	389.40

In the absence of reconciliation of balances of contract assets and deferred revenue pertaining to contracts novated during the year, the disclosures on the remaining

performance obligation required to be made under Ind AS 115 could not be made [Refer Note No. 15(b)].

2.28 Provisions

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Provision for employee benefts
Gratuity and other employee benefts	2.29	6.52
Compensated absences	0.45	3.86
Total	2.74	10.38

2.29 Revenue from Operations

Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
	₹ Mn 1,890.70 6,526.46
Income from Life Science Services*
Total	1,890.70	6,526.46

*The Group renders services to the customers carrying on the business of life sciences and hence disaggregation of revenue industry wise is not provided.

2.30 Other Income

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Particulars For the year ended For the year ended
March 31, 2023 March 31, 2022
₹ Mn
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Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
	₹ Mn
(a) Interest Income
On bank deposits	1.29	3.13
On Income tax refund	0.79	1.30
On other fnancial assets	6.22	2.86
(b) Other non-operating Income	16.49	93.12
(c) Other Gain and Losses
Gain/(Loss) on sale of PPE	3.94	0.01
Foreign exchange gain / (loss), net	55.74	67.56
Total	84.47	167.98

TAKE Solutions Limited 115

Notes forming part of Consolidated Financial Statements

2.31 Cost of Revenue

Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
	₹ Mn
Cost of Life Science Consultancy Services	830.11	1,928.54
Total	830.11	1,928.54

2.32 Employee Benefit Expenses

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Particulars For the year ended For the year ended
March 31, 2023 March 31, 2022
₹ Mn
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Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
	₹ Mn
Salaries and allowances Contributions to provident fund and other funds Gratuity and other retirement benefts Share based payment expense Staf welfare expenses	422.91 19.81 15.05 0.05 21.32	2,794.89 66.04 24.23 2.61 194.05
Total	479.14	3,081.82

2.33 Finance Cost

Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
	₹ Mn
Interest expense Other borrowing costs Interest Expenses on Lease Liability	57.77 3.58 13.19	235.22 22.44 35.14
Total	74.54	292.80

2.34 Depreciation and amortisation

Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
	₹ Mn
Depreciation of Property, Plant and Equipments Amortization of intangible assets Amortisation of right of use assets	107.65 7.83 52.92	416.30 212.02 127.93
Total	168.40	756.25

2.35 Other Expenses

Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
	₹ Mn
Repairs and maintenance - building Repairs and maintenance - equipment Repairs and maintenance - others Marketing expenses Meeting and conference Legal and professional charges	14.50 59.89 19.65 3.09 0.07 80.44	25.84 89.73 40.53 24.05 15.30 694.69

TAKE Solutions Limited

116

Notes forming part of Consolidated Financial Statements

Rent Rates and taxes Communication expenses Commission and brokerage Insurance Ofce expenses Electricity expenses Expenses on corporate social responsibility Travelling and conveyance Bad debts and provision for expected credit loss Printing and stationery Subscription charges Miscellaneous expenditure Loss on Sale of Assets Loss on Re-measurement of ROU / Lease Liabilities Auditors Remuneration	23.46 13.21 8.32 3.91 6.52 19.22 28.45 - 27.87 415.35 3.88 21.66 16.23 1.47 0.13 4.49	29.80 44.40 27.22 27.29 36.06 56.75 36.52 7.12 50.96 54.15 5.08 101.68 36.58 - - 11.33
Total	771.81	1,415.08

2.36 Exceptional Item

Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
	₹ Mn
Loss on Impairment of Non-Financial Assets	103.90	-
Total	103.90	-

2.37 Discontinued operations

(a) During the year ended March 31, 2023, two of the step down subsidiaries viz. Acunova Life Sciences Inc, USA and Navitas Life Sciences Company Limited, Thailand were disposed of by sale or otherwise and the financial transactions of those subsidiaries were reported as part of discontinued operations in accordance with Ind AS 105. Further, the immediate holding company of those subsidiaries, Ecron Acunova Limited has impaired the entire loans/advances given to and receivables from such subsidiaries and also the investments held in those subsidiaries to the realisable value which have been recognised under Discontinued Operations. Further the previous period results were re-presented in respect of operations that have been discontinued by end of the reporting period in accordance with the said Standard.

(b) During FY 2021-22, the lender banks of one of the subsidiaries viz. TAKE Solutions Global Holdings Pte. Ltd. Singapore (TAKE Ghpte) cancelled and recalled the credit facilities of ₹ 4630 Mn (approx.) in TAKE Ghpte and had initiated disposal of equity share investments in TAKE

Ghpte held and pledged by the company to recover their dues by appointing the receivers. Subsequently, during May 2022 the receivers have sold the equity shares to a special purpose vehicle of H.I.G Capital Partners LLC (the SPV) for a total purchase consideration of USD 80.00 Mn. Out of the consideration of USD 80.00 Mn, USD 65.00 Mn has been appropriated towards settling secured liabilities and after deducting the consideration towards enforcement cost and other requirements, only a sum of USD 5.01 Mn (Approx Rs. 379.14 Mn) was due to TAKE Solutions Limited which is lower than net assets carrying amount. The resultant impairment loss was fully provided for in the books of account during FY 2021-22. The said impairment loss and the operational loss effective from the date of classification of the same as disposal group held for sale have been recognised under discontinued operations. In the absence of requisite information, the consolidated financial results for the previous year ended March 31, 2022 could not be re-presented to include the total operational results of the discontinued operation for the financial year as a whole.

TAKE Solutions Limited 117

Notes forming part of Consolidated Financial Statements

(c) Additional Disclosure on the Results of Discontinued Operations

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Particulars For the year ended For the year ended
March 31, 2023 March 31, 2022
₹ Mn
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Particulars	Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
		₹ Mn

I. II. III. IV.	Revenue from operations Other income Total income Expenses Cost of revenue Employee benefts expenses Finance costs Depreciation and amortisation Other expenses including impairment Total expenses	49.56 -	1,607.52 51.91
		49.56 26.13 11.33 - 30.76 515.35	1,659.43 453.60 832.22 56.66 202.64 7,044.44
		583.57	8,589.56
V. VI.	Proft/ (Loss) before tax from discontinuing operations Tax expense (i) Current tax (ii) Short/(Excess)provision for earlieryears	(534.01) - -	(6,930.13) 76.76 (12.45)
VII.	Proft/ (Loss) for theyear from discontinued operations	(534.01)	(6,994.44)

The net cash inflows/(outflows) attributable to the operating, investing and financing activities of discontinued operations for the financial year ending March 31, 2023 and March 31, 2022 is ₹ (235.96 Mn) and ₹489.85 Mn respectively.

(d) During the year ended March 31, 2023, out of net purchase consideration of ₹ 379.14 Mn accrued to the Group, a sum of ₹ 82.17 Mn is yet to be realised from

the SPV and since the management is confident of recovering the balance amount, no provision is required against the same.

(e) The management has reviewed the terms and conditions of transfer of shares and believes that control on the disposal group(s) ceases w.e.f. 1st of April 2022 and hence the Group is not liable to recognise any profits/ losses earned/incurred thereafter.

3. Assets & Liabilities included in disposal group(s) held for sale [Refer Note No 2.37(b)]

Particulars	Particulars	As at March 31, 2023	As at March 31, 2022
		₹ Mn
I. 1 2	ASSETS Non-current assets (a) Property, plant and equipment (b) Right of Use Assets (c) Financial assets (i) Other Financial Assets (d) Deferred tax asset(net) (d) Income tax assets (net) Sub-Total Non-Current Assets Current assets (a) Financial assets (i) Trade receivables (ii) Unbilled Receivables (iii) Cash and cash equivalents (iv) Loans (v) Other fnancial assets (b) Other current assets Sub-Total Current Assets	- - - - -	1,200.40 117.95 5.69 153.73 1.94
		- - - - - - -	1,479.79 3,881.46 375.81 453.47 0.30 1,337.75 1,439.29
		-	7,488.08
	TOTAL ASSETS HELD FOR SALE (1+2)	-	8,967.78

TAKE Solutions Limited

118

Notes forming part of Consolidated Financial Statements

Liabilities Non-current liabilities (a) Financial liabilities (i) Borrowings (ii) Lease liability (b) Deferred tax liabilities (net) Sub-Total Non-Current Liabilities Current liabilities (a) Financial liabilities (i) Borrowings (ii) Lease liability (iii) Trade payables (iv) Other fnancial liabilities (b) Other current liabilities (c) Income tax liabilities (net) Sub-Total Current Liabilities	- - -	1,006.57 76.96 251.67
	- - - - - - -	1,335.20 3,952.67 53.46 732.72 1,763.83 600.56 150.20
	-	7,253.44
TOTAL LIABILITIES ASSOCIATED WITH ASSETS HELD FOR SALE (1+2)	-	8,588.65

4. Earnings Per Share (EPS)

Basic Earnings Per Share and Diluted Earnings Per Share are calculated by dividing the Net Profit/ (Loss) after Tax for the year attributable to the Equity Shareholders by the Weighted Average number of Equity Shares outstanding during the year. As per the guidance note issued in

September 2020 on Accounting for Employee Share Based Payments by the Institute of Chartered Accountants of India, 17,09,016 (17,09,016) Number of shares held by TAKE Solutions Limited ESOP Trust have been reduced from the equity shares outstanding for computing basic and diluted for the year ended March 31, 2023.

Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
Basic 1. Opening number of shares 2. Closing number of shares 3. Weighted average number of shares 4. Proft / (loss) available for equity shareholders from continuing operations (₹ Mn) 5. Proft / (loss) available for equity shareholders from discontinued operations (₹ Mn) 6. Basic EPS (₹) from continuing operations 7. Basic EPS (₹) from Discontinuing operations 8. Nominal value of share (₹)	146,224,984 146,224,984 146,224,984 (469.53) (533.12) (3.21) (3.65) 1.00	146,224,984 146,224,984 146,224,984 (828.50) (6,994.03) (5.67) (47.83) 1.00
Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
Diluted		146,224,984 (828.50) (6,994.03) (5.67) (47.83) 1.00
1. Weighted average number of potential equity shares	146,224,984
2. Proft / (loss) available for equity shareholders from continuing operations (₹ Mn) 3. Proft / (loss) available for equity shareholders from discontinued operations (₹ Mn) 4. Diluted EPS (₹) from continuing operations 5. Diluted EPS (₹) from Discontinuing operations 6. Nominal value of share (₹)	(469.53) (533.12) (3.21) (3.65) 1.00

TAKE Solutions Limited 119

Notes forming part of Consolidated Financial Statements

5. Contingent Liabilities

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
In respect of Income tax demands where the respective entities have fled appeal before various authorities*	637.29	572.99

** The amounts presented above is the gross estimated liability. Amount paid under protest is ₹ Nil (Nil). The ongoing disputes pertain to various assessment years from 2011-12 to 2021-22. The matters under dispute pertain to transfer pricing, tax treatment of product development expenses claimed as deductions, or allowances and Section 14A disallowance. These demands are being contested by the Group based on management evaluation, advice of tax consultants and legal advice obtained. No provision has been made in the books of accounts. The Group has filed appeals against such orders with the appropriate authorities. The Group has received notices and inquiries from income tax authorities related to the Company’s operations in the jurisdictions it operates in. The Group has evaluated these notices, responded appropriately, and believes there are no financial statement implications as on date.

The Management believes that in respect of the enforced sale of TAKE Ghpte and its subsidiaries as stated in Note No 2.37, the Group is not liable for the negative outcome from any of the ongoing disputes as on March 31, 2022 or to settle any claims pertaining to the period ending before March 31, 2022.

6. Related Party Disclosure

Related Party Disclosure for the year ended March 31, 2023

List of Related Parties

Holding Company
TAKE Solutions Pte Ltd, Singapore
Subsidiaries (held directly)
Ecron Acunova Limited, India
TAKE Solutions Global Holdings Pte Ltd, Singapore (classified as assets held for sale w.e.f. January 1, 2022) {Ceased w.e.f. 1st April 2022}
TAKE Solutions Limited ESOP Trust, India
Navitas LLP, India
TAKE Consultancy Services Inc., USA (w.e.f. August 15, 2022)
Subsidiaries (held indirectly)
TAKE Enterprise Services Inc., USA (classified as assets held for sale w.e.f. January 1, 2022) {Ceased w.e.f. 1st April 2022}
NLS Holdings SG Pte Ltd, Singapore (Previously known as TAKE Solutions Information Systems Pte Ltd,) (classified as assets held for sale w.e.f. January 1, 2022) {Ceased w.e.f. 1st April 2022}
Navitas, Inc., USA (classified as assets held for sale w.e.f. January 1, 2022) {Ceased w.e.f. 1st April 2022}
Navitas Lifesciences S.A.S., Colombia (classified as

assets held for sale w.e.f. January 1, 2022) {Ceased w.e.f. 1st April 2022}

Navitas Life Sciences Holdings Limited, UK (classified as assets held for sale w.e.f. January 1, 2022) {Ceased w.e.f. 1st April 2022}
Navitas Life Sciences Limited, UK (classified as assets held for sale w.e.f. September 21, 2021) {Ceased w.e.f. 1st April 2022}
Navitas Life Sciences Services Inc, USA (classified as assets held for sale w.e.f. September 21, 2021) {Ceased w.e.f. 1st April 2022}
Intelent Inc., USA (classified as assets held for sale w.e.f. January 1, 2022) {Ceased w.e.f. 1st April 2022}
TAKE Innovations Inc., USA (classified as assets held for sale w.e.f. January 1, 2022) {Ceased w.e.f. 1st April 2022}
Acunova Life Science Inc., USA (Dissolved w.e.f. March 07, 2023)
Navitas Life Sciences Company Limited, Thailand (Ceased w.e.f. January 1, 2023)
Navitas Life Sciences SG Pte Ltd., Singapore (classified as assets held for sale w.e.f. January 1, 2022) {Ceased w.e.f. 1st April 2022}
Navitas Life Sciences Services Limited, UK (classified as assets held for sale w.e.f. January 1, 2022) {Ceased w.e.f. 1st April 2022}
Navitas Life Sciences LLC, Russia (classified as assets held for sale w.e.f. January 1, 2022) {Ceased w.e.f. 1st April 2022}
Key Management Personnel and Independent Directors
Mr. N. Kumar – Chairman and Independent Director (Resigned w.e.f. 29-06-2022)
Mr. Srinivasan H.R. – Vice Chairman and Managing Director (Resigned w.e.f. 27-06-2022), NonExecutive Director (Appointed w.e.f. 30-06-2022)
Ms. Uma Ratnam Krishnan – Independent Director (Resigned w.e.f. 30-06-2022)
Mr. Venkataraman Murali – Independent Director (Resigned w.e.f. 29-06-2022)
Mr. Balasubramanian Srinivasan-Independent Directors (Resigned w.e.f. 30-06-2022)
Ms. N.S. Shobana (Cessation w.e.f. 29-04-2022), Executive Director (Appointed w.e.f. 18-08-2022)
Mr. Lalit Mahapatra – Chief Financial Officer (Resigned w.e.f. 30-06-2022)
Mr. V. Venkatesan – Chief Financial Officer (Appointed w.e.f. 30-12-2022)
Mr. P. Srinivasan – Company Secretary (Appointed w.e.f. 18-01-2021)

120 TAKE Solutions Limited

Notes forming part of Consolidated Financial Statements

Mr. Raghavendra Seetharam Srivatsa- Independent Director (Resigned w.e.f. 30-06-2022)
Mr. Chella Gowrishankar - Non-Executive Director (Appointed w.e.f. 30-06-2022)
Mr. Ramesh Gopal – Independent Director (Appointed w.e.f. 30-06-2022)
Mr. Rangasami Seshadri - Independent Director (Appointed w.e.f. 27-09-2022)
Mr. Chandrasekaran Nagarajan - Independent Director (Appointed w.e.f. 27-09-2022)
Ms. Kiran Sharma – Independent Director (Appointed w.e.f. 14-02-2023)
Companies in which promotor has substantial interest

Asia Global Trading (Chennai) Private Limited

The Company’s material related party transactions and outstanding balances are with related parties with whom the Company routinely enters into transactions in the ordinary course of business.

Remuneration to KMP*

Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
	₹ Mn
Srinivasan H.R. Lalit Mahapatra N. S. Shobana P. Srinivasan	- - 0.11 4.33	22.36 13.83 13.20 4.60

Does not include defined benefit costs (gratuity and leave salary). Actuarial valuation for defined benefit has been obtained for the pool of employees including the

KMPs and provided as defined benefits of employees in the books. Hence liability for defined benefit obligations for KMPs as an individual employee is not ascertainable

Transactions during the year (other than Remuneration to KMP)

Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
	₹ Mn (5.00) 5.00 105.10 -
Commission - Independent Directors Key Management Personnel Amount Received from Promotor group company* Asia Global Trading(Chennai) Private Limited

Provision recognised in FY 2021-22 has not been paid and reversed in FY 2022-23.

Balances outstanding with Related Parties

Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
	₹ Mn 105.10 -
Financial Liability- Closing balance Asia Global Trading (Chennai) Private Limited

Dividend paid to Holding Company and TAKE Solutions Limited ESOP Trust - ₹Nil (₹Nil)

7. Leases

The following is the movement in lease liabilities:

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Opening Balance of lease liabilities Addition during the year Interest on Lease Liability	194.81 69.74 13.19	354.88 82.68 35.14

TAKE Solutions Limited 121

Notes forming part of Consolidated Financial Statements

Translation adjustments Less : Termination of Lease Payment of lease liabilities Other adjustments Reduction on account of held for sale	- 85.98 59.46 1.18 -	7.18 - 154.66 - 130.41
Closing Balance of lease liabilities	131.12	194.81

The table below provides details regarding the contractual maturities of lease liabilities as on March 31, 2023

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Particulars Undiscounted Basis Discounted Basis
₹ Mn
Not later than one year 59.34 49.59
Later than one year but not later than five years 95.61 81.53
- -
Later than 5 years
Total 154.95 131.12
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The table below provides details regarding the contractual maturities of lease liabilities as on March 31, 2022

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Particulars Undiscounted Basis Discounted Basis
₹ Mn
Not later than one year 84.99 68.69
Later than one year but not later than five years 129.79 114.36
Later than 5 years 12.41 11.76
Total 227.19 198.81
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Qualitative Disclosures - Lease Liability: (Rent not under Ind AS 116)

The leased building premises are used to carry out business operations and related support activities. The future cash outflows on lease payments are fixed in nature, subject to escalations. The lease agreements tenor extensions and termination conditions are subject to respective lease agreements.

8. Financial Instruments

a) Capital Management

The Group’s capital management is intended to maximise the return to shareholders for meeting the long-term and short-term goals of the Group through the optimisation of the debt and equity balance.

The Group determines the amount of capital required on the basis of annual and long-term operating plans and strategic investment plans. The funding requirements are met through equity and long-term/short-term borrowings. The Group monitors the capital structure on the basis of Net debt to equity ratio and maturity profile of the overall debt portfolio of the Group.

For the purpose of the capital management, capital includes issued equity capital, securities premium, all other reserves attributable to the equity shareholders and noncontrolling interest of the Group. Net debt includes all the long-term and short-term borrowings as reduced by cash and cash equivalents.

The following table summarises of the capital of the Group:

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Particulars As at March 31, 2023 As at March 31, 2022
₹ Mn
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Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Equity Debt Cash and cash equivalents Net debt Net debt to capital ratio	1,086.02 332.57 107.23	1,810.43 585.09 289.97
	225.34 0.21	295.12 0.16

122 TAKE Solutions Limited

Notes forming part of Consolidated Financial Statements

b) Accounting Classification and Fair Values

Carrying amounts and fair values of financial assets and financial liabilities are presented below. It does not include

the fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

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As at March 31, 2023 Carrying amount
Particulars FVTPL FVTOCI Amortised Cost Total
₹ Mn ₹ Mn ₹ Mn ₹ Mn
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As at March 31, 2023	Carrying amount	Carrying amount	Carrying amount	Carrying amount
Particulars	FVTPL	FVTOCI	Amortised Cost	Total
	₹ Mn	₹ Mn	₹ Mn	₹ Mn

Financial assets Non-current (i) Other Financial Assets Security deposits Current (i) Trade receivables (ii) Contract Assets (iii) Cash and cash equivalents (iv) Other bank balances (v) Other fnancial assets	- - - - -	- - - - -	36.88 300.40 240.99 107.23 4.50 103.22	36.88 300.40 240.99 107.23 4.50 103.22
Total fnancial assets	-	-	793.22	793.22
Financial liabilities Non-current (i) Borrowings (ii) lease liabilities Current (i) Borrowings (ii) Lease liabilities (iii) Trade payables (iv) Other fnancial liabilities	- - - - -	- - - - -	57.62 81.53 274.95 49.59 236.18 97.20	57.62 81.53 274.95 49.59 236.18 97.20
Total fnancial liabilities	-	-	797.07	797.07

As at March 31, 2022	Carrying amount	Carrying amount	Carrying amount	Carrying amount
Particulars	FVTPL	FVTOCI	Amortised Cost	Total
	₹ Mn	₹ Mn	₹ Mn	₹ Mn
Financial assets Non-current (i) Other Financial Assets Security deposits Current (i) Trade receivables (ii) Contract Assets (iii) Cash and cash equivalents (iv) Other bank balances (v) Other fnancial assets	- - - - -	- - - - -	70.90 815.05 361.37 289.97 4.98 59.94	70.90 815.05 361.37 289.97 4.98 59.94
Total fnancial assets	-	-	1,602.21	1,602.21
Financial liabilities Non-current

TAKE Solutions Limited 123

Notes forming part of Consolidated Financial Statements

(i) Borrowings (ii) lease liabilities Current (i) Borrowings (ii) Lease liabilities (iii) Trade payables (iv) Other fnancial liabilities	- - - - -	- - - - -	151.85 126.12 433.24 68.69 287.86 289.30	151.85 126.12 433.24 68.69 287.86 289.30
Total fnancial liabilities	-	-	1,357.06	1,357.06

c) Financial Risk Management Policies The Group is exposed primarily to fluctuations in foreign currency exchange rates, credit, liquidity and interest risks, which may adversely impact the fair value of its financial instruments. The Group has a risk management policy

which covers risks associated with the financial assets and liabilities. The risk management policy is approved by the Board of Directors. The focus of the risk management committee is to assess the unpredictability of the financial environment and to mitigate potential adverse effects on the financials of the Group.

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Item Primarily affected by Risk management policies
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Item	Primarily afected by	Risk management policies

Market risk - Currency risk	Foreign currency outstanding balances and exposure towards trade payables, exports and long-term borrowings	Mitigating foreign currency risk using foreign currency forward contracts, option contracts and currency swaps
Market risk - Interest rate risk	Change in market interest rates	Maintaining a combination of fxed and foating rate debt; interest rate swaps for long-term borrowings; cash management policies
Market risk - Price risk	Change in prices of commodity and value of equity instruments	Monitoring forecasts of cash fows; diversifcation of portfolio
Credit risk	Ability of customers or counter-parties to fnancial instruments to meet contractual obligations	Credit approval and monitoring practices; counter- party credit policies and limits; arrangements with fnancial institutions
Liquidity risk	Fluctuations in cash fows	Preparing and monitoring forecasts of cash fows; cash management policies; multiple-year credit and banking facilities

(i) Market Risk

The Group’s exposure to market risk is primarily on account of foreign currency exchange rate risk.

Exposure to Currency Risk
Exposure in different currencies converted to functional currency i.e. ‘₹’.

The following significant exchange rates have been applied during the year:

Particulars	Average exchange rates	Average exchange rates	Closing exchange rates	Closing exchange rates
	For the year ended March 31, 2023	For the year ended March 31, 2022	For the year ended March 31, 2023	For the year ended March 31, 2022
USD - INR GBP - INR EUR - INR THB - INR SGD - INR	80.323 96.870 83.660 2.284 58.475	74.545 101.903 86.644 2.286 55.283	82.169 101.643 89.389 2.411 61.791	75.655 99.335 84.096 2.275 55.882

124 TAKE Solutions Limited

Notes forming part of Consolidated Financial Statements

Foreign currency risk from financial instruments as of:

Particulars	31st March, 2023	31st March, 2023	31st March, 2023	31st March, 2023	31st March, 2023	31st March, 2023	31st March, 2023
	USD	CAD	EUR	DKK	MYR	PLN	Total
	₹ Mn
Net Financial Assets	290.12	2.55	13.57	-	-	-	306.24
Net Financial Liabilities	46.92	-	-	0.07	0.12	0.04	47.15
Net Assets/(Liabilities)	243.20	2.55	13.57	(0.07)	(0.12)	(0.04)	259.09

Disclosure in respect of the previous period could not be given since the data for the previous year is not available with the parent due to sale of Disposal Group(s) read with Note No 2.37 and further no such disclosures were made in the consolidated financial statements pertaining to the previous period.

Sensitivity Analysis: will change based on the forex loss gain presentation

A reasonably possible 5% strengthening (weakening) of foreign currencies against Indian Rupee during the year FY 2022-23 and FY 2021-22 would have affected profit or loss as per the amounts shown below:

Efect INR	Forex strengthening	Forex weakening
	₹ Mn
During the year 2022-23 Proft - increase/(decrease)	12.95	(12.95)

Management of Interest Rate Risk

Interest rate risk is the risk that an upward movement in interest rates would adversely affect the borrowing costs of the Group. The interest rate profile of the Group’s interest bearing financial instruments is given below:

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Variable rate instruments Financial liabilities	332.57	585.09
Total	332.57	585.09

Sensitivity Analysis:

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Particulars For the year ended For the year ended
March 31, 2023 March 31, 2022
₹ Mn
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Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
	₹ Mn
Variable rate instruments Interest expenses on variable rate borrowings Increase 1% increase on average interest rate Impact on proft / (loss) Decrease 1% decrease on average interest rate Impact on proft / (loss)	61.35 61.96 (0.61) 60.74 0.61	257.66 260.24 (2.58) 255.08 2.58

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to the risk of changes in market interest rates arises on borrowings with floating interest rate. The Group has considered 100 basis point increase or decrease, when the reporting interest rate risk internally represents

management’s assessment of the reasonably possible change in interest rates and thereby impact on the profit or loss during the year.

Exposure to Interest Rate Risk

The Group’s exposure to interest rate risks relates primarily to the Group’s interest obliagations on its borrowings. To mitigate this risk, the Group enters into cash flow hedge.

TAKE Solutions Limited 125

Notes forming part of Consolidated Financial Statements

(ii) Credit Risk

Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. The

Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its investing activities including deposits with banks.

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn 300.40 815.05 240.99 361.37 111.73 294.95
Trade receivables (net of allowance of doubtful debts) Unbilled Receivables Cash and cash equivalents and other bank balances

Trade Receivable
(i) Trade receivables are typically unsecured and are derived from revenue earned from customers. The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer
(ii) Trade receivables are impaired in the year when recoverability is considered doubtful based on the
recovery analysis performed by the company for individual trade receivables.
(iii) The Group’s exposure to customers is diversified and two customers individually contribute to more than 10% of outstanding trade receivables as at March 31, 2023 and March 31, 2022.
(iv) Management estimates of expected credit loss for the Trade Receivables are provided below:

Particulars	Overdueperiod	Overdueperiod	Overdueperiod	Overdueperiod	Overdueperiod	Overdueperiod
	Less than 6 months	6 months - 1 year	1-2 years	2-3 years	More than 3 years	Not Due
Trade Receivables	1.00%	5.00%	10.00%	15.00%	15.00%	0.50%

 Cash and cash equivalents

Credit risk on cash and cash equivalents is limited as the Group generally invests in deposits with banks and financial institutions with high credit ratings assigned by 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. One bank (PY - two banks) individually accounted for more than 10% of the Company’s deposits and bank balances for the years ended 31 March 2023 and

31 March 2022. None of the other financial instruments of the Group result in material concentration of credit risk.

(iii) Liquidity Risk

Exposure to Liquidity Risk

Liquidity risk refers to the risk that the Group cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Group also constantly monitors funding options available in the debt and capital markets with a view to maintain financial flexibility.

As at March 31, 2023	Contractual cash fows	Contractual cash fows	Contractual cash fows	Contractual cash fows	Contractual cash fows
	Carrying amount	Less than 1 year	1-5 years	More than 5 years	Total
	₹ Mn
Financial Liabilities Borrowings from banks and fnancial institutions Trade payables Lease liability Other fnancial liabilities	332.57 236.18 131.12 97.20	274.95 236.18 59.34 97.20	57.62 - 95.61 -	- - - -	332.57 236.18 154.95 97.20

126 TAKE Solutions Limited

Notes forming part of Consolidated Financial Statements

As at March 31, 2022	Contractual cash fows	Contractual cash fows	Contractual cash fows	Contractual cash fows	Contractual cash fows
	Carrying amount	Less than 1 year	1-3 years	More than 5 years	Total
	₹ Mn
Financial Liabilities Borrowings from banks and fnancial institutions Trade payables Lease liability Other fnancial liabilities	585.09 287.86 194.81 289.30	433.24 287.86 84.99 289.30	151.73 - 129.79 -	0.12 - 12.41 -	585.09 287.86 227.19 289.30

9. Segment Reporting

Operating Segments are reported in a manner consistent with the reporting to the Chief Operating Decision Maker (CODM). The CODM as identified by the Board of Directors include the Executive and the other Directors but do not include the Independent Directors.

The Group operates in the business segment of promotion of services related to Life Sciences and hence there is only one business segment. Accordingly, segment information has not been separately disclosed.

Revenue from customers located in India for the year ended March 31,2023 is ₹ 1237.75 Mn and revenue from the customers located other than in India is ₹ 652.95 Mn. Disclosure in respect of the previous period could not be given since the data for the previous year is not available with the parent due to sale of Disposal Group(s) read with Note No 2.37 and further no such disclosures were made in the consolidated financial statements pertaining to the previous period.

10. Disclosure pursuant to Ind AS 19 “Employee Benefits”

Defined Contribution plans:

Employers Contribution to Employees Provident Fund recognized as expense for the year is ₹ 19.70 Mn (Previous Year- ₹ 35.33 Mn)

Defined Benefit plans:

In accordance with Indian laws, the Company and its subsidiaries in India operate a scheme of Gratuity which is a defined benefit plan. The gratuity plan provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days’ salary payable for each completed year of service. Vesting occurs upon completion of five continuous years of service. Further, the Company and its subsidiaries in India have Leave Encashment as defined benefit plan

Change in Present value in defined benefit obligation

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Particulars As at March 31, 2023 As at March 31, 2022
₹ Mn
Present value of defined benefit obligation at the beginning of 68.46 66.06
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Particulars Present value of defned beneft obligation at the beginning of	As at March 31, 2023	As at March 31, 2022
	₹ Mn 68.46 66.06
the year Interest cost Current service cost Past Service Cost Liability Transferred In Liability Transferred Out (Beneft paid directly by the Employer) Actuarial (gain)/loss on obligation	4.46 2.13 - - - (18.70) (40.86)	4.30 13.57 - - - (9.53) (5.93)
Present value of defned beneft obligation at the end of the year	15.49	68.46

TAKE Solutions Limited 127

Notes forming part of Consolidated Financial Statements

Changes in fair value of plan assets

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Particulars As at March 31, 2023 As at March 31, 2022
₹ Mn
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Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Opening fair value of the plan assets Interest on plan assets Remeasurements due to Actual return on plan assets (net of interest income) Contributions Benefts paid	11.57 0.68 (0.08) - (4.96)	7.66 0.66 0.01 4.13 (0.89)
Closing fair value of plan asset	7.21	11.57

Amount recognized in the Balance Sheet

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn 15.49 68.46 7.21 11.57
Present value of defned beneft obligation at the end of the year Fair Value of plan assets as at the end of the year
Net obligation as at the end of the year	8.28	56.89

Net Gratuity cost

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Particulars For the year ended For the year ended
March 31, 2023 March 31, 2022
₹ Mn
Recognized in Statement of Profit and Loss
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Particulars Recognized in Statement of Proft and Loss	For the year ended March 31, 2023	For the year ended March 31, 2022
	₹ Mn
Services Cost (including Past Service Cost) Interest Cost (Net of Interest Income)	2.13 3.77	13.31 3.90
Total	5.90	17.21
Recognized in Other Comprehensive Income (OCI) Re-measurement due to changes in the present value resulting from experience adjustments	(40.78)	(5.94)
Gratuity Cost in Total Comprehensive Income	(34.88)	11.26

Remeasurement of the net defined benefit liability recognised in other comprehensive income

Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
	₹ Mn 0.51 (0.57) (0.20) (2.77) (41.17) (2.59) 0.08 (0.01)
Actuarial (Gain)/Losses due to Demographic Assumption changes Actuarial (Gain)/Losses due to Financial Assumption changes Actuarial (Gain)/Losses due to Experience Return on plan assets, excluding amount recognised in net interest expense / income
Net (income)/expense for the period recognised in OCI	(40.78)	(5.94)

128 TAKE Solutions Limited

Notes forming part of Consolidated Financial Statements

For determination of the liability of the Company and Indian subsidiaries, the following actuarial assumptions were used:

Particulars	Gratuity	Gratuity
	For the year ended March 31, 2023	For the year ended March 31, 2022
Expected return on Plan Assets Discount rate Salary escalation rate Attrition rate	7.52% 7.34% to 7.64% 10.00% 7.94% to 25.00%	7.52% 7.49% to 7.57% 10.00% 7.48% to 10.74%

The following payments are expected contributions to the projected benefit plan in future years:

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Particulars For the year ended For the year ended
March 31, 2023 March 31, 2022
₹ Mn
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Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
	₹ Mn
Within 1 Year 1 to 2 Years 3 to 4 Years 4 to 5 Years 5 to 6 Years 6 to 10 Years Above 10 Years	0.83 0.58 0.51 0.46 0.47 2.10 40.46	2.53 2.14 2.25 4.67 3.60 16.43 173.76

Sensitivity Analysis of signifcant actuarial assumption Signifcant actuarial assumptions for the determination of the defned beneft obligation are discount rate and expected salary increase. The sensitivity analysis below has been determined based on reasonably possible changes of the assumptions occurring at the end of the reporting period, while holding all other assumptions constant. The results of sensitivity analysis is given below:	Sensitivity Analysis of signifcant actuarial assumption Signifcant actuarial assumptions for the determination of the defned beneft obligation are discount rate and expected salary increase. The sensitivity analysis below has been determined based on reasonably possible changes of the assumptions occurring at the end of the reporting period, while holding all other assumptions constant. The results of sensitivity analysis is given below:	Sensitivity Analysis of signifcant actuarial assumption Signifcant actuarial assumptions for the determination of the defned beneft obligation are discount rate and expected salary increase. The sensitivity analysis below has been determined based on reasonably possible changes of the assumptions occurring at the end of the reporting period, while holding all other assumptions constant. The results of sensitivity analysis is given below:	Sensitivity Analysis of signifcant actuarial assumption Signifcant actuarial assumptions for the determination of the defned beneft obligation are discount rate and expected salary increase. The sensitivity analysis below has been determined based on reasonably possible changes of the assumptions occurring at the end of the reporting period, while holding all other assumptions constant. The results of sensitivity analysis is given below:
Particulars	Change in Assumption	March 31, 2023	March 31, 2023
		Impact ₹ Mn
Discount rate	1%	(1.69)	(7.55)
	-1%	1.99	8.96
Salary Growth Rate	1%	1.55	6.93
	-1%	(1.42)	(6.40)
Attrition/Withdrawal Rate	1%	(0.34)	(1.77)
	-1%	0.38	1.99

TAKE Solutions Limited 129

Notes forming part of Consolidated Financial Statements

These plans typically expose the Company and Indian Subsidiaries to actuarial risks such as: investment risk, interest rate risk, longevity risk and salary risk.

These plans typically expose the Company and Indian Subsidiaries to actuarial risks such as: investment risk, interest rate risk, longevityrisk and salaryrisk.	These plans typically expose the Company and Indian Subsidiaries to actuarial risks such as: investment risk, interest rate risk, longevityrisk and salaryrisk.
Interest risk	A decrease in the bond interest rate will increase the plan liability
Longevity risk	The present value of the defned beneft plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.
Salary risk	The present value of the defned beneft plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.
Regulatory Risk	Legislative risk is the risk of increase in the plan liabilities or reduction in the plan assets due to change in the legislation / regulation. The government may amend the Payment of Gratuity Act thus requiring the companies to pay higher benefts to the employees. This will directly afect thepresent value of the Defned Beneft Obligation
In respect of the above plans, the most recent actuarial valuation of the present value of the defned beneft obligation was carried by a member frm of the Institute of Actuaries of India. The present value of the defned beneft obligation, and the related current service cost andpast service cost, were measured usingtheprojected unit credit method.

Compensated absences note:

The Company provides for accumulation of compensated absences by certain categories of its employees. These employees can carry forward a portion of the unutilised compensated absences and utilise them in future periods or receive cash in lieu thereof as per the Company’s policy.

(i) Amount recognised in the Balance Sheet

Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
	₹ Mn 4.06 32.72 NA NA
Present value of defned beneft obligation at the end of the year Fair Value of plan assets as at the end of the year
Net obligation as at the end of the year	4.06	32.72

(ii) For determination of the liability of the Company, the following actuarial assumptions were used:

Particulars	Leave Encashment	Leave Encashment
	For the year ended March 31, 2023	For the year ended March 31, 2022
Expected return on Plan Assets Discount rate Salary escalation rate Attrition rate	NA 7.34% to 7.64% 10.00% 7.94% to 25.00%	NA 7.49% to 7.57% 10.00% 7.48% to 10.74%

130 TAKE Solutions Limited

Notes forming part of Consolidated Financial Statements

prehensive	₹ Mn	42.41 (941.29) (497.24) (0.01) (39.54)	(1,435.67) (463.49) (1.08)	(971.10)
Share in Total Com Income	As % of consolidated total comprehensive income	-2.95% 65.56% 34.63% 0.00% 2.75%	100.00%
rehensive	₹ Mn	(0.44) 5.73 23.15 - (0.89)	27.55 (3.81) (0.19)	31.55
Share in Other Comp Income	As % of consolidated other comprehensive income	-1.60% 20.80% 84.03% 0.00% -3.23%	100.00%
ft or Loss	₹ Mn	42.85 (947.02) (520.39) (0.01) (38.65)	(1,463.22) (459.68) (0.89)	(1,002.65)
Share in Pro	As % of consolidated proft or loss	-2.93% 64.72% 35.56% 0.00% 2.64%	100.00%
otal assets abilities	₹ Mn	3,027.75 (174.97) 10.90 75.28 42.63	2,981.59 1,895.57 -	1,086.02
Net Assets, i.e. t minus total li	As % of consolidated net assets	101.55% -5.87% 0.37% 2.52% 1.43%	100.00%
Name of the entity		Parent TAKE Solutions Limited Indian Subsidiaries Ecron Acunova Limited Navitas LLP TAKE Solutions Limited ESOP Trust Foreign Subsidiary TAKE Consultancy Services Inc	(A) Total (B) Adjustment arising out of consolidation (C)Non-controlling interest Indian Subsidiaries: Ecron Acunova Limited	Consolidated Net Assets/Proft/ (Loss) for the year (D=A-B-C)

TAKE Solutions Limited

131

Notes forming part of Consolidated Financial Statements

12. Default on Bank Loans

The Group has defaulted in repayment of Long-Term Secured Loans and interest in respect of the following amounts included under Borrowings during the financial year ending March 31, 2023

Nature of the borrowing	Name of lender	Principal or Interest	Amount unpaid on the due date ₹ Mn	Number of days of delay
Term Loan	IndusInd Bank Ltd	Principal	80.48	Delays ranging between 1 to 59 days
Guaranteed Emergency Credit Loan	IndusInd Bank Ltd	Principal	19.42
Term Loan	IndusInd Bank Ltd	Interest	8.13	Delays ranging between 1 to 34 days
Guaranteed Emergency Credit Loan	IndusInd Bank Ltd	Interest	2.80
Guaranteed Emergency Credit Loan	ICICI Bank Ltd	Principal	4.62	Delays ranging between 1 to 86 days
Guaranteed Emergency Credit Loan	ICICI Bank Ltd	Interest	0.92
Total			116.36

The Group has defaulted in repayment of Long-Term Secured Loans and interest in respect of the following amounts included under Borrowings during the financial year ending March 31, 2022

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Nature of the borrowing Name of lender Principal or Amount Number of days of
Interest unpaid on the delay
due date
₹ Mn
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Nature of the borrowing	Name of lender	Principal or Interest	Amount unpaid on the due date ₹ Mn	Number of days of delay

Term Loan	IndusInd Bank Ltd	Principal	80.83	Delays ranging between 3 to 57 days
Guaranteed Emergency Credit Loan	IndusInd Bank Ltd	Principal	9.71
Vehicle Loan	ICICI Bank Ltd	Principal	0.30
Term Loan	IndusInd Bank Ltd	Interest	9.21	Delays ranging between 1 to 51 days
Guaranteed Emergency Credit Loan	IndusInd Bank Ltd	Interest	3.55
Vehicle Loan	ICICI Bank Ltd	Interest	0.03
Total			103.63*

Of the above a sum of ₹ 28.03 Mn has been paid subsequent to the financial year ending March 31, 2022. Further, borrowings included under liabilities of the disposal group(s) held for sale, group has committed

defaults to an extent of ₹ 419.71 Mn and the same has been repaid subsequent to the financial year March 31, 2022 before approval of accounts by the Board of Directors.

13. Additional disclosures

a) Details of Benami Property Held:

No proceedings have been initiated on or are pending against any of the entities in the Group for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.

b) Wilful Defaulter

None of the entities in the Group has been declared wilful defaulter by any bank or financial institution or government or any government authority.

c) Relationship With Struck Off Companies

The Group has no transactions with the companies struck off under Companies Act, 2013 or Companies Act, 1956.

d) Details of Crypto Currency Or Virtual Currency:

The Group has not traded or invested in crypto currency or virtual currency during the current or previous year

e) Compliance With Number of Layers Of Companies The Company has complied with the number of layers prescribed under the Companies Act, 2013.

f) Undisclosed Income

The Company and its Indian Subsidiaries do not have any transaction 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).

g) Valuation of Property, Plant and Equipment & Intangible Asset

The Group has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.

132 TAKE Solutions Limited

Notes forming part of Consolidated Financial Statements

h) Registration of Charges or Satisfaction with Registrar of Companies

There are no charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the statutory period.

i) Others

There are no funds that 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 and its Indian subsidiaries to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company and its Indian subsidiaries (“Ultimate Beneficiaries”); or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

There have been no funds that have been received by the Company or any of its Indian subsidiaries from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company or any of its Indian subsidiaries shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Parties (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

14 Going Concern Assumption

The Group has incurred huge loss for the year ended March 31, 2022 on account of recognition of impairment loss on certain financial assets consequent to the enforced sale during May, 2022 of 100% shareholding held in erstwhile subsidiary TAKE Solutions Global Holdings Pte Ltd by the receivers duly appointed by the lenders of the said subsidiary. The above sale has significantly impacted the revenue and business operations of the company and its subsidiaries. Further, during the year ended March 31, 2023, significant number of employees of Ecron Acunova Limited (EAL) and Navitas LLP (LLP) have resigned which could affect the future business operations and cash flows of EAL and LLP and the said entities have exposure to banks which have been guaranteed by the Company. Furthermore, the Group has significant unpaid statutory dues. These indicate the existence of a material uncertainty that may cast significant doubt on the Group’s ability to continue as a going concern. However, the Group is

exploring various funding options for expansion and also expects improvement in the overall level of operations in the Generics Development Capabilities vertical as evidenced by capex and other expansion plans undertaken during the reporting period in the said business vertical. In view thereof and expecting favourable market conditions in future, the Consolidated Financial Statements have been prepared on a “going concern basis” and no adjustment has been made to the carrying value of assets and liabilities.

15 Other Disclosures

(a) Tax Assets recognised in the consolidated financial statements which according to the management are fully recoverable upon completion of the assessment / disposal of the appeals pending in various forums. The refunds are withheld/under process on account of disputes pending before various forums and no impairment is considered necessary.
(b) Unbilled receivables and deferred revenue in respect of contracts novated during the year which are under reconciliation and confirmation. According to the management, the adjustments if any required upon completion of the reconciliation process will not be material. Further, as required under Ind AS 115, disclosures in respect of movement in contract balances and deferred revenue and remaining performance obligation as at the end of the reporting period could not be made.
(c) Trade receivables outstanding in the books of Navitas LLP is considered good and recoverable and accordingly management has not made any additional provision towards expected credit loss beyond what has been recognised. Further, management of LLP is in discussion with customers exploring options to stabilise the business of LLP and utilise tax credits.

16 Subsequent Events

There are no significant subsequent events that would require adjustments or disclosures in the consolidated financial statements as on the balance sheet date.

17 Comparatives

Corresponding figures for previous year presented have been regrouped, where necessary, to conform to the current year’s classification. Further the previous period results were re-presented in respect of operations that have been discontinued by end of the reporting period as stated in Note No: 2.37(a).

For Sundar Srini & Sridhar For and on behalf of the Board of Directors of Chartered Accountants TAKE Solutions Limited

Firm’s Registration Number: 004201S CIN: L63090TN2000PLC046338

V. Vijay Krishna Partner Membership Number: 216910

Place: Chennai Date: May 29, 2023

Srinivasan H.R. N. S. Shobana Non-Executive Director Executive Director DIN: 00130277 DIN: 01649318 V. Venkatesan P. Srinivasan Chief Financial Officer Company Secretary Membership No: F8391

TAKE Solutions Limited 133

INDEPENDENT AUDITOR’S REPORT

To

The Members of TAKE Solutions Limited Report on the Audit of the Standalone Financial Statements

Qualified Opinion

We have audited the accompanying standalone financial statements of TAKE Solutions Limited (“the Company”), which comprise the Standalone Balance Sheet as at March 31, 2023, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows for the year then ended on that date and notes to the standalone financial statements including summary of significant accounting policies and other explanatory information (hereinafter referred to as “the standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the Basis for Qualified Opinion section of our report, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, and its profit and other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

The business carried on by Navitas LLP is severely impacted during the year on account of enforced sale of wholly owned subsidiary and other factor as stated in Note No. 2.30 and Note No.13. Further, in accordance with Ind AS 109, the Company has not assessed the changes in risk/expected cash shortfall to determine expected credit loss allowance to be recognised in respect of the financial guarantees given to lenders of LLP for the loans availed by Navitas LLP and the balance outstanding loan in the books of said LLP as on March 31, 2023 is ₹ 87.39 Mn. Hence, we are unable to comment on the consequential impact, if any, on the standalone financial statements.
Standalone financial statements show tax assets to an extent of ₹ 90.70 Mn pertaining to the financial period ending upto March 31, 2020. In the absence of sufficient appropriate evidence to corroborate management’s assessment of recoverability of these balances we are unable to comment on the carrying value of above receivables and the shortfall, if any, on the amount that would be ultimately realizable from the tax authorities.

We conducted our audit of the standalone financial statements in accordance with the Standards on

Auditing 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 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 standalone 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 ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion on the standalone financial statements.

Material Uncertainty Related to Going Concern

We draw your attention to Note No 13 to the Standalone Financial Statements, which indicates that the company has incurred huge loss for the year ended March 31, 2022 on account of recognition of impairment loss on certain financial assets consequent to the enforced sale during May, 2022 of 100% shareholding held in erstwhile subsidiary TAKE Solutions Global Holdings Pte Ltd by the receivers duly appointed by the lenders of the said subsidiary. The said transaction has significantly impacted the revenue and business operations of TAKE Solutions Limited and its subsidiaries. Further, during the year, significant number of employees of Ecron Acunova Limited (EAL) and Navitas LLP (LLP) have resigned which could affect the future business operations and cash flows of EAL and LLP and the said entities have exposure to banks which have been guaranteed by the Company. Furthermore, the Company has significant unpaid statutory dues. These indicate the existence of a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern. However, the Company is exploring various funding options for expansion and also expects improvement in the overall level of operations in the Generics Development Capabilities vertical as evidenced by capex and other expansion plans undertaken during the reporting period in the said business. In view thereof and expecting favourable market conditions in future, the Standalone Financial Statements have been prepared on a “going concern basis” and no adjustment has been made to the carrying value of assets and liabilities. Our opinion is not modified in respect of the above matter.

Emphasis of Matter

We draw your attention to Note No 2.30(b) to Standalone Financial Statements, regarding outstanding purchase consideration of ₹ 82.17

134 TAKE Solutions Limited

Mn which according to the management is fully recoverable and accordingly, no adjustment has been made in the Standalone Financials Statements.

Our opinion is not modified in respect of the above matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our

audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole and in forming our opinion thereon and we do not provide a separate opinion on these matters. In addition to the matters described in the ‘Basis for Qualified Opinion’ paragraph, we have determined the matters described below to be the key audit matters to be communicated in our report.

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S No Key Audit Matter How our audit addressed the key audit matter
(Other than those given in Basis for Qualified Opinion)
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S No	Key Audit Matter (Other than those given in Basis for Qualifed Opinion)	How our audit addressed the key audit matter
1	Assessment of carrying value of investments in subsidiary (Refer to Note 1.9 & 2.2(b) to the standalone fnancial statements) The Company has an investment of₹ 2,323.15 Mnin Ecron Acunova Limited (EAL) which has been making losses over the past few years and the carrying value of the investment is higher than the net assets of EAL Testing for impairment depends on the future results of the company like estimating future cash fows in the value-in use discounted cash fow model prepared by the Company (the Model) to support the carrying value, determining the discount and growth rates to be adopted in the Model. In addition, there is signifcant scope for judgement in determining the assumptions underlying the forecasted results. Given the relative signifcance of this investment to the standalone fnancial statements and the nature and extent of audit procedures involved in valuation of this investment, we determined this to be a key audit matter.	Our audit incorporated the following procedures with regards to impairment testing of investments: Evaluated the design and tested the operating efectiveness of key controls in relation to determination of impairment loss. Assessed the information used by Management for impairment assessment of the investments. Performed sensitivity analysis on the Model by analysing the impact of using other possible growth rates and discount rates within a reasonable and foreseeable range Compared the growth rates used in the Model with historical information Evaluated the competency and capabilities of the external management's valuation expert performing the investment impairment assessment Checked the mathematical accuracy of the impairment model. Based on the above procedures performed, we observed the management's impairment assessment related to investments in subsidiaries to be reasonable

Other Matter

The standalone financial statements of the Company for the financial year ending March 31, 2022 were audited by the previous auditors, whose audit report dated May 27, 2022 expressed an unmodified opinion on the standalone financial statements.

Our opinion on the Statement is not modified in respect of the above matter.

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, Corporate Governance and Directors' Report, but does not include the Financial Statements and our auditor's report thereon. The other information as stated

above is expected to be made available to us after the date of this report.

Our opinion on the Standalone Financial Statements does not cover the other information and we will not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information identified above and in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

When we read the annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take appropriate action as applicable under the relevant laws and regulations.

TAKE Solutions Limited

135

Management's and Board of Directors' Responsibility for the standalone Financial Statements

The Company's Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs, profit/ loss and other comprehensive income, changes in equity and cash flows 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. 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 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 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 financial statements, the Management and Board of Directors are 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 the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibility for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone 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 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 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 the Management and Board of Directors.
Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting in preparation of standalone financial statements 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 standalone 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 financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

136 TAKE Solutions Limited

Report on Other Legal & Regulatory Requirements

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 A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
A. As required by Section 143(3) of the Act, we report that:
(a) We have sought and except for the matters described in the Basis for Qualified Opinion paragraph above, have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
(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.
(c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss including Other Comprehensive Income, the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows dealt with by this Report are in agreement with the books of account.
(d) Except for the matters described in basis for qualified opinion paragraph above, in our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.
(e) The matters described in the basis for qualified opinion section may have an adverse effect on the functioning of the Company;
(f) On the basis of the written representations received from the directors as on 31 March 2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2023 from being appointed as a director in terms of Section 164 (2) of the Act.
(g) The qualifications relating to the maintenance of accounts and other matters connected therewith are as stated in the “Basis for qualified opinion” paragraph above;
(h) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”. Our report expresses a qualified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting;
B. 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, in our opinion and to the best of our information and according to the explanations given to us:
(a) The Company has disclosed the impact of pending litigations as at 31 March 2023 on its financial position in its standalone financial statements - Refer Note No. 4(a) to the standalone financial statements;
(b) The Company did not have any material foreseeable losses on long-term contracts including derivative contracts;
(c) According to the information and explanations given to us and based on the audit procedures conducted by us, we report that there has been no delay in transferring amounts required to be transferred to the Investor Education and protection Fund by the company;
(d) (i) The management has represented that, to the best of its knowledge and belief, as disclosed in Note No 11(i) to the standalone financial statements, 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 persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:
```
 - 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;
```
- (ii) The management has represented that, to the best of its knowledge and belief, as disclosed in Note No. 11(i) to the standalone financial statements, no funds have been received by the Company from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in

TAKE Solutions Limited 137

writing or otherwise, that the Company shall:

directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Parties (“Ultimate Beneficiaries”) or
provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(iii) Based on the 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 subclause (i) and (ii) of Rule 11(e), as provided under (i) and (ii) above, contain any material misstatement.
(e) The Company has not declared or paid any dividend during the year; and
(f) As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Company only with effect from 1 April 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is not applicable
C. With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us.

For Sundar Srini & Sridhar Chartered Accountants

Firm Registration Number:004201S

V Vijay Krishna Partner

Place: Chennai Date: May 29, 2023

Membership No: 216910 UDIN: 23216910BGXQLN3880

138 TAKE Solutions Limited

Annexure - A to the Independent Auditor’s Report

(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report to the Members of TAKE Solutions Limited of even date)

To the best of our information and according to the explanations provided to us by the Company and the books of account and records examined by us in the normal course of audit, we state that:

(i) In respect of the Company’s Property, Plant and Equipment and Intangible Assets:
(a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment and relevant details of right-of-use assets.
- (B) The Company has maintained proper records showing full particulars of intangible assets.
(b) The Property, Plant and Equipment and rightof-use assets were physically verified by the Management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and on the basis of examination of the records of the company, no immovable properties are held by the Company (other than properties where the company is the lessee and the lease agreements are duly executed in favour of the lessee). Accordingly, paragraph 3(i) (c) of the Order is not applicable.
(d) The Company has not revalued any of its Property, Plant and Equipment (including right-of-use assets) and intangible assets during the year.
(e) No proceedings have been initiated during the year or are pending against the Company as at March 31, 2023 for holding any benami property

under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder.

(ii) (a) The company does not hold any inventory and accordingly paragraph 3(ii)(a) of the Order is not applicable.
(b) The Company has not been sanctioned working capital limits in excess of Rs. 5 crore, in aggregate, at any points of time during the year, from banks or financial institutions on the basis of security of current assets and hence reporting under clause 3(ii)(b) of the Order is not applicable
(iii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, during the year, the Company has made investments (including conversion of loan given to wholly owned subsidiary (WOS) into investments in equity shares of WOS). The company has not provided any guarantee or security or granted any secured or unsecured advances in the nature of loans, to companies, firms, limited liability partnerships or any other parties during the year except unsecured loans provided to subsidiary and guarantee provided on the renewed loan facility availed by the subsidiaries.
(a) The Company has granted loans unsecured during the year to subsidiary in respect of which the requisite information is as below
(A) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the aggregate amount during the year, and balance outstanding at the balance sheet date with respect to such loans and guarantees to the subsidiaries are as per the table given below

Particulars	(₹ Mn)	(₹ Mn)
	Loans	Guarantees
Aggregate amountgranted/provided duringtheyear
- Subsidiaries	439.05	496.50
Balance outstanding as at balance sheet date in respect of the above
- Subsidiaries	-	332.57

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, in respect of the aforesaid investments/guarantees/ loans, the terms and conditions under which such loans were granted/investments were made/ guarantees were provided are not prejudicial to the Company’s interest.
(c) In respect of the aforesaid loans, as per the terms the due date for repayment of loan and interest has not fallen within the financial year.
(d) In respect of the aforesaid loans, there is no amount which is overdue for more than ninety days.
(e) There were no loans which fell due during the year and were renewed or extended. Further,

TAKE Solutions Limited 139

no fresh loans were granted to same parties to settle the existing overdue loans.

(f) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not granted any loan which is repayable on demand or without specifying any terms or period of repayment. Accordingly, reporting under the other requirements of clause 3(iii)(f) is not applicable.
(iv) The Company has not granted any loans or provided any guarantees or security to the parties covered under Section 185 of the Act. The Company has complied with the provisions of section 186 of the Act in respect of The Company has complied with the provisions of Section 186 of the Act in respect of investments made or loans or guarantees provided to the parties covered under Section 186.
(v) The Company has not accepted any deposit or amounts which are deemed to be deposits. Hence, reporting under clause 3(v) of the Order is not applicable.
(vi) The maintenance of cost records has not been specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013 for the business activities carried out by the Company. Hence, reporting under clause 3(vi) of the Order is not applicable to the Company.
(vii) (a) The Company is regular in depositing statutory dues in respect of Goods and Services Tax and Provident Fund. However, significant delays have been observed in depositing of statutory dues in respect of Income tax deducted at source. According to the information and explanations given to us there were no statutory dues payable in respect of sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and employees’ state insurance during the year. According to the information and explanations given to us and on the basis of our examination of books of account, we report that there were no undisputed statutory dues as at the last day of the financial year which were outstanding for a period of more than six months from the date they became payable except for the following:

Name of the Statute	Nature of dues	Amount (₹ Mn)	Period to which amount relates
Income Tax Act, 1961	Tax deducted at source under various sections	16.69	June 2022- Sep 2022

(b) According to the information and explanations given to us and from the examination of books of account and records of the company, there are no dues in respect of Income tax, Sales tax, Service tax, Customs Duty, Excise Duty, Value added tax, Goods and services tax or cess which have not been deposited on account of any dispute except for following cases:

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Sr. No. Name of the Statute Nature of dues Amount Period to which Forum where dispute is
(₹ Mn) amount relates pending
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Sr. No.	Name of the Statute	Nature of dues	Amount (₹ Mn)	Period to which amount relates	Forum where dispute is pending

1	Income Tax Act, 1961	Income Tax and Interest	2.12	A.Y 2011-12	High Court of Madras
2	Income Tax Act, 1961	Income Tax and Interest	6.74	A.Y 2012-13	ITAT, Chennai
3	Income Tax Act, 1961	Income Tax and Interest	1.49	A.Y 2016-17	Commissioner of Income Tax (Appeal)
4	Income Tax Act, 1961-	Income Tax and Interest	13.98	A.Y 2018-19	ITAT, Chennai

(viii) According to the information and explanations given to us, the Company does not have any transaction which have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961) and accordingly paragraph 3 (viii) of the order is not applicable for the company.
(ix) (a) The Company has not taken any loans or other borrowings from any lender and hence reporting under clauses (ix) (a) & (ix) (c) of the Order is not applicable.
(b) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.
(c) According to the information and explanations given to us, and the procedures performed by us, and on an overall examination of the standalone financial statements of the Company, we report that no funds raised on short-term basis have been used for long-term purposes by the Company.

140 TAKE Solutions Limited

(d) According to the information and explanations given to us and on an overall examination of the standalone financial statements of the Company, we report that the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries.
(e) According to the information and explanations given to us and procedures performed by us, we report that the Company has not raised loans during the year on the pledge of securities held in its subsidiaries or jointly controlled operations. However, the Company has pledged 53,38,592 equity shares held in Ecron Acunova Limited (EAL) for the loans availed by EAL and EAL has not made any defaults as on Balance Sheet date.
(x) (a) During the year, the Company has not raised any money by way of initial public offer or further public offer (including debt instruments). Accordingly, the reporting under 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 or fully or partly or optionally convertible debentures during the year. Accordingly, the reporting under clause 3(x)(b) of the Order is not applicable to the Company.
(xi) (a) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.
(b) During the year, no report under sub-section (12) of section 143 of the Companies Act has been filed by the previous auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government. Further, during the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, a report under Section 143(12) of the Act, in Form ADT-4, as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 was not required to be filed. Accordingly, the reporting under clause 3(xi) (b) of the Order is not applicable to the Company.
(c) According to the information and explanations given to us, there has been no whistle-blower complaints received during the year by the Company.
(xii) As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the reporting under clause 3(xii) of the Order is not applicable to the Company.
(xiii) The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the standalone financial statements as required under Indian Accounting Standard 24 “Related Party Disclosures” specified under Section 133 of the Act.
(xiv) (a) In our opinion and according to the information and explanation given to us, the Company has an internal audit system commensurate with the size and nature of its business.
(b) The reports of the Internal Auditor for the period under audit issued till date have been considered by us.
(xv) The Company has not entered into any non-cash transactions with its directors or persons connected with him. Accordingly, the reporting on compliance with the provisions of Section 192 of the Act under clause 3(xv) of the Order is not applicable to the Company.
(xvi) (a) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the reporting under clause 3(xvi)(a) of the Order is not applicable to the Company.
(b) The Company has not conducted non-banking financial / housing finance activities during the year. Accordingly, the reporting under clause 3(xvi)(b) of the Order is not applicable to the Company.
(c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, the reporting under clause 3(xvi)(c) of the Order is not applicable to the Company.
(d) Based on the information and explanations provided by the management of the Company, the Group does not have CICs as part of the Group.
(xvii) The company has not incurred cash losses in the financial year or in the immediately preceding financial year.
(xviii) There has been no resignation of the statutory auditors during the year and accordingly this clause is not applicable.
(xix) According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information

TAKE Solutions Limited 141

accompanying the standalone financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions and for the factors stated under the Material Uncertainty Relating to Going Concern Paragraph of our Report, we are unable to ascertain whether any material uncertainty exists as on the date of the audit report due to which the company would not be 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.

Also refer to the Other Information paragraph of our main audit report which explains that the other information comprising the information included in

annual report is expected to be made available to us after the date of this auditor’s report.

(xx) In our opinion and according to the information and explanations provided to us and based on our examination, the provisions of Section 135 of the Act in respect of Corporate Social Responsibility (CSR) are not applicable to the Company for the year under audit. In respect of earlier years, the Company has transferred the amount of Corporate Social Responsibility remaining unspent under subsection (5) of Section 135 of the Act pursuant to ongoing projects to a special account in compliance with the provision of sub-section (6) of Section 135 of the Act.

For Sundar Srini & Sridhar Chartered Accountants

Firm Registration Number:004201S

V Vijay Krishna Partner

Place: Chennai Date: May 29, 2023

Membership No: 216910 UDIN: 23216910BGXQLN3880

Annexure - B to the Independent Auditor’s Report

(Referred to in paragraph 2(A)(h) under ‘Report on Other Legal and Regulatory Requirements’ section of our report to the Members of TAKE Solutions Limited of even date)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

To Members of TAKE Solutions Limited

We have audited the internal financial controls over financial reporting of TAKE Solutions Limited (“the Company”) as of March 31, 2023 in conjunction with our audit of the standalone financial statements of the company for the year ended on that date

Management’s and Board of Directors’ Responsibilities for Internal Financial Controls

The Company’s Management and the Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note. 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 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 Act.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to financial statements. 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 financial statements were 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 financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk

142 TAKE Solutions Limited

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 standalone 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 qualified audit opinion on the Company’s internal financial controls with reference to financial statements.

Meaning of Internal Financial Controls with Reference to Financial Statements

A company’s internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial controls with reference to financial statements include 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 standalone 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 standalone financial statements.

Inherent Limitations of internal financial controls over financial reporting

Because of the inherent limitations of internal financial controls with reference to 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 financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become

inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Qualified Opinion

In our opinion, according to the information and explanations given to us and based on our audit, the following material weaknesses have been identified as at March 31, 2023:

(a) The Company did not have an appropriate design in the internal control system to determine the expected credit loss allowance to be recognised in respect of the financial guarantees given to lenders of Navitas LLP for the loans availed by Navitas LLP which could potentially result in the misstatement of its liabilities;
(b) The Company’s internal financial controls over assessment of impairment in carrying value of tax assets were not effective. This could potentially result in the misstatement of its tax assets.

In our opinion, except for the possible effects of material weaknesses described above on the achievement of the objectives of the control criteria, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting 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 on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

We have considered the material weaknesses identified and reported above in determining the nature, timing and extent of audit tests applied in our audit of the standalone financial statements of the Company for the year ended March 31, 2023 and these material weaknesses have affected our opinion on the standalone financial statements of the Company and we have issued a qualified opinion on the standalone financial statements.

For Sundar Srini & Sridhar Chartered Accountants

Firm Registration Number:004201S

V Vijay Krishna Partner

Place: Chennai Date: May 29, 2023

Membership No: 216910 UDIN: 23216910BGXQLN3880

TAKE Solutions Limited 143

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TAKE Solutions Limited
Standalone Balance Sheet as at March 31, 2023
Particulars Note As at March 31, 2023 As at March 31, 2022
₹ Mn
I. ASSETS
1. Non-current assets
(a) Property, plant and equipment 2.1(a) 9.55 12.70
(b) Right of Use Assets 2.1(b) 11.63 19.65
(c) Other intangible assets 2.1(c) 0.01 0.03
(d) Financial assets
(i) Investment in Subsidiaries 2.2 2,425.62 1,546.81
(ii) Other financial assets 2.3 7.22 7.78
(e) Deferred tax assets (Net) 2.4 5.34 -
(f) Income tax assets (Net) 2.4 136.11 104.55
Sub-Total Non-Current Assets 2,595.48 1,691.52
2. Current assets
(a) Financial assets
(i) Trade receivables 2.5 - 43.04
(ii) Cash and cash equivalents 2.6 62.23 25.36
(iii) Bank Balances other than Cash and 2.7 3.10 2.40
Cash Equivalents
(iv) Loans 2.8 - 403.21
(v) Other financial assets 2.9 463.42 381.71
(b) Other current assets 2.10 62.75 191.31
Sub-Total Current Assets 591.50 1,047.03
3. Investment in subsidiary held for sale 2.11 - 379.14
TOTAL ASSETS (1+2+3) 3,186.98 3,117.69
II. EQUITY AND LIABILITIES
1. Equity
(a) Equity share capital 2.12 147.93 147.93
(b) Other equity 2.13 2,879.82 2,836.51
Total Equity 3,027.75 2,984.44
2. Liabilities
Non-current liabilities
(a) Financial liabilities
(i) Lease liabilities 2.14 3.76 14.31
(ii) Other financial liabilities 2.15 0.45 0.90
(b) Provisions 2.16 1.45 8.48
Sub-Total Non-Current Liabilities 5.66 23.69
3. Current liabilities
(a) Financial liabilities
(i) Lease liabilities 2.17 14.39 9.55
(ii) Trade payables 2.18
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144 TAKE Solutions Limited

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TAKE Solutions Limited
Standalone Balance Sheet as at March 31, 2023
Particulars Note As at March 31, 2023 As at March 31, 2022
₹ Mn
- Total outstanding dues to micro 0.93 -
enterprises and small enterprises
- Total outstanding dues to creditors 44.59 44.75
other than micro enterprises and small
enterprises
(iii) Other financial liabilities 2.19 48.54 37.47
(b) Other current liabilities 2.20 44.68 16.96
(c) Provisions 2.21 0.44 0.83
Sub-Total Current Liabilities 153.57 109.56
TOTAL EQUITY AND LIABILITIES (1+2+3) 3,186.98 3,117.69
Notes forming part of the Standalone Financial Statements 1 to 15
As per our report of even date attached
For Sundar Srini & Sridhar For and on behalf of the Board of Directors of
Chartered Accountants TAKE Solutions Limited
Firm Registration Number: 004201S CIN: L63090TN2000PLC046338
V. Vijay Krishna Srinivasan H.R N.S. Shobana
Partner Director Executive Director
Membership Number: 216910 DIN: 00130277 DIN: 01649318
Place: Chennai V. Venkatesan P. Srinivansan
Date : May 29, 2023 Chief Financial Officer Company Secretary
Membership No: F8391
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TAKE Solutions Limited

145

TAKE Solutions Limited Standalone Statement of Profit and Loss for the Year ended March 31, 2023	TAKE Solutions Limited Standalone Statement of Profit and Loss for the Year ended March 31, 2023	TAKE Solutions Limited Standalone Statement of Profit and Loss for the Year ended March 31, 2023	TAKE Solutions Limited Standalone Statement of Profit and Loss for the Year ended March 31, 2023	TAKE Solutions Limited Standalone Statement of Profit and Loss for the Year ended March 31, 2023
Particulars		Note	For the year ended March 31, 2023	For the year ended March 31, 2022
			₹ Mn, except per share data
A.	CONTINUING OPERATIONS
I.	Revenue from operations	2.22	562.25	180.00
II.	Other income	2.23	90.65	172.73
III.	Total income (I+II)		652.90	352.73

IV.	Expenses
	Cost of revenue	2.24	459.35	156.30
	Employee benefits expenses	2.25	27.75	44.71
	Finance costs	2.26	6.15	2.85
	Depreciation and Amortisation	2.27	11.11	12.29
	Other expenses	2.28	47.15	112.70
	Total expenses		551.51	328.85

V.	Profit/(Loss) before exceptional items and tax (III-IV)		101.39	23.88

VI.	Exceptional items	2.29	(54.42)	(51.42)

VII.	Profit/(Loss) before tax (V+VI)		46.97	(27.54)

VIII.	Tax expense	2.4
	(i) Current tax		9.23	-
	(ii) Deferred tax		(5.19)	23.66
	(iii) Short/(Excess) Provsion for earlier years		0.08	-

IX.	Profit/(Loss) for the year from continuing operations (VII-VIII)		42.85	(51.20)

B.	DISCONTINUED OPERATIONS
X.	Profit/(Loss) from discontinued operations before tax	2.30	-	(4,716.94)
XI.	Less: Tax expense on discontinued operations		-	3.55
XII.	Profit/(Loss) for the year from discontinued operations after tax (X-XI)		-	(4,720.49)

XIII.	Profit/(Loss) for theyear (IX+XII)		42.85	(4,771.69)

XIV.	Other Comprehensive Income for the year
	Items not to be reclassified to profit or loss in subsequentperiods
	(a) Re-measurement gains / (losses) on defined employee benefitplans		(0.59)	0.91
	(b) Income tax effect on the above		0.15	(0.23)
	Items to be reclassified to profit or loss in subsequentperiods

146 TAKE Solutions Limited

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TAKE Solutions Limited
Standalone Statement of Profit and Loss for the Year ended March 31, 2023
Particulars Note For the year ended For the year ended
March 31, 2023 March 31, 2022
₹ Mn, except per share data
(a) Items that will be reclassified to profit or loss - -
- -
(b) Income tax effect on the above
Total Other Comprehensive Income for the year (0.44) 0.68
XV. Total Comprehensive Income for the year 42.41 (4,771.01)
(XIII+XIV)
XVI. Earnings per equity share (of par value ₹ 1/- each)
A. Continuing Operations
Basic (₹) 0.29 (0.35)
Diluted (₹) 0.29 (0.35)
B. Discontinued Operations
-
Basic (₹) (31.91)
-
Diluted (₹) (31.91)
C. Total of Continuing and Discontinued Operations
Basic (₹) 0.29 (32.26)
Diluted (₹) 0.29 (32.26)
Notes forming part of the Standalone Financial Statements 1 to 15
As per our report of even date attached
For Sundar Srini & Sridhar For and on behalf of the Board of Directors of
Chartered Accountants TAKE Solutions Limited
Firm Registration Number: 004201S CIN: L63090TN2000PLC046338
V. Vijay Krishna Srinivasan H.R N.S. Shobana
Partner Director Executive Director
Membership Number: 216910 DIN: 00130277 DIN: 01649318
Place: Chennai V. Venkatesan P. Srinivansan
Date : May 29, 2023 Chief Financial Officer Company Secretary
Membership No: F8391
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TAKE Solutions Limited Standalone Statement of Changes in Equity for theyear ended March 31, 2023	TAKE Solutions Limited Standalone Statement of Changes in Equity for theyear ended March 31, 2023	TAKE Solutions Limited Standalone Statement of Changes in Equity for theyear ended March 31, 2023	TAKE Solutions Limited Standalone Statement of Changes in Equity for theyear ended March 31, 2023	TAKE Solutions Limited Standalone Statement of Changes in Equity for theyear ended March 31, 2023
(a) Equity Share Capital
Particulars	As at March 31, 2023		As at March 31, 2022
	No. of Shares	₹ Mn	No. of Shares	₹ Mn
Balance at the beginning of theyear	147,934,000	147.93	147,934,000	1 47.93
Changes in Equity Share Capital due to prior period errors	-	-	-	-
Restated balance at the beginning of theyear	147,934,000	147.93	147,934,000	147.93
Changes in equity share capital during the currentyear	-	-	-	-
Balance at the end of theyear	147,934,000	147.93	147,934,000	147.93

TAKE Solutions Limited 147

	Total Equity attributable to Equity Holders	Total Equity attributable to Equity Holders	₹ Mn	7,602.82	-	7,602.82	(4,771.69)	0.68	-	4.70	2,836.51	2,836.51	-	2,836.51	42.85	(0.44)	-	0.90	2,879.82
	Other items of	Other Comprehensive Income	₹ Mn	2.06	-	2.06	-	0.68	-	-	2.74	2.74	-	2.74	-	(0.44)	-	-	2.30
		Retained Earnings	₹ Mn	842.69	-	842.69	(4,771.69)	-	-	-	(3,929.00)	(3,929.00)	-	(3,929.00)	42.85	-	-	-	(3,886.15)
		Capital Redemption Reserve	₹ Mn	49.11	-	49.11	-	-	-	-	49.11	49.11	-	49.11	-	-	-	-	49.11
	d Surplus	Securities Premium Reserve	₹ Mn	6,391.23	-	6,391.23	-	-	-	-	6,391.23	6,391.23	-	6,391.23	-	-	-	-	6,391.23
	Reserves an	Stock Option Outstanding Account	₹ Mn	106.90	-	106.90	-	-	(5.13)	4.70	106.47	106.47	-	106.47	-	-	(91.47)	0.90	15.90
		General Reserve	₹ Mn	174.58	-	174.58	-	-	5.13	-	179.71	179.71	-	179.71	-	-	91.47	-	271.18
		Capital Reserve	₹ Mn	36.25	-	36.25	-	-	-	-	36.25	36.25	-	36.25	-	-	-	-	36.25
(b) Other Equity	Particulars			Balance as at April 01, 2021	Changes due to prior period errors	Restated balance at the beginning of the year	Profit / (Loss) for the year	Other Comprehensive Income (net of taxes)	Transfer from/(to) General Reserve	Employee cost (including deemed investments)	Balance as at March 31, 2022	Balance as at April 01, 2022	Changes due to prior period errors	Restated balance at the beginning of the year	Profit / (Loss) for the year	Other Comprehensive Income (net of taxes)	Transfer from/(to) General Reserve	Other Adjustments	Balance as at March 31, 2023

148 TAKE Solutions Limited

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TAKE Solutions Limited
Standalone Statement of Cash Flows for the year ended March 31, 2023
Particulars March 31, 2023 March 31, 2022
₹ Mn
A) CASH FLOW FROM OPERATING ACTIVITIES
PROFIT/ (LOSS) BEFORE TAX 46.97 (4,744.48)
Adjustments for
Depreciation & Amortisation 11.11 12.29
Finance Cost 6.15 2.85
Interest income (26.82) (84.17)
Unwinding of liability for financial guarantee (1.31) (24.17)
contracts
Bad debts and provision for expected credit losses 2.46 17.18
Employee stock option expense - 0.22
Loss on Impairment of Subsidiary - 4,739.57
Loss on Impairment - Others 54.42 51.42
Share of (Profit)/Loss from LLP 0.05 (38.21)
Loss on re-measureemnt of lease liability 0.13 -
Creditors wriiten back - (0.55)
Provisions written back (60.71) -
Operating Profit before working Capital Changes 32.45 (68.05)
(Increase)/Decrease in loans & advances and 247.06 343.43
other assets
Increase/ (Decrease) in liabilities and provisions 33.69 52.26
Cash flow from/ (used in) Operations 313.20 327.64
Direct taxes paid (including TDS receivables) - Net (44.27) (1.86)
NET CASH FROM/(USED IN) OPERATING 268.93 325.78
ACTIVITIES
B) CASH FLOW FROM INVESTING ACTIVITIES
Purchase of fixed assets - ( 0.37)
Proceeds from sale of investments in a subsidiary 296.97 -
-
Investment in Subsidiaries (including loans given (519.98)
and converted during the year)
-
Loans to related parties (401.59)
Reduction/ (Increase) of other bank balances (0.70) 0.07
NET CASH FROM /(USED IN) INVESTING (223.71) (401.89)
ACTIVITIES
C) CASH FLOW FROM FINANCING ACTIVITIES
Payment of Lease Liability (5.71) (8.16)
Payment of Interest on Lease Liability (1.96) (2.85)
Dividend Paid/transfer (0.68) (0.07)
NET CASH FROM/(USED IN) FINANCING ( 8.35) (11.08)
ACTIVITIES
Net Increase/(Decrease) in Cash & Cash 36.87 (87.19)
equivalents (A+B+C)
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TAKE Solutions Limited 149

Add: Cash and Cash equivalents as at the beginning of theyear	25.36	112.55
Cash & Cash equivalents as at the end of the year - Note No. 2.6	62.23	25.36
Notes forming part of the Standalone Financial Statements 1 to 15 As per our report of even date attached For Sundar Srini & Sridhar For and on behalf of the Board of Directors of Chartered Accountants TAKE Solutions Limited Firm Registration Number: 004201S CIN: L63090TN2000PLC046338 V. Vijay Krishna Srinivasan H.R N.S. Shobana Partner Director Executive Director Membership Number: 216910 DIN: 00130277 DIN: 01649318 Place: Chennai V. Venkatesan P. Srinivansan Date : May 29, 2023 Chief Financial Officer Company Secretary MembershipNo: F8391

150 TAKE Solutions Limited

Notes forming part of Standalone Financial Statements

Company Overview

TAKE Solutions Limited (referred to as ‘TAKE’ or ‘the Company’) delivers domain-intensive services and solutions in Life Sciences, Software and Information Technology.

In the fast-growing Life Sciences space, TAKE offers clients a unique combination of full-service Clinical, Regulatory and Safety services backed by unique technology expertise. Our range of services span from clinical trials to regulatory submissions to post-marketing safety, all backed by insights derived through proprietary industry networks forums. With a team of leading Life Sciences experts, bestin-class systems and processes, and bespoke, industryspecific technology and analytics, TAKE delivers successful outcomes for clients. Our global roster of clients includes large and small innovator biopharmaceutical companies as well as generics manufacturers.

TAKE is a Public Company, listed in India on the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE). The registered office of the Company is located at No 27, Tank Bund Road, Nungambakkam, Chennai, TamilNadu, India – 600034.

As of March 31, 2023, TAKE Solutions Pte Ltd owned 52.90% of the Company’s equity share capital and has the ability to control its operating and financial policies.

The standalone financial statements of the Company for the year ended March 31, 2023 have been approved by the Board of Directors on May 29, 2023.

Significant Accounting Policies

1.1 Basis of Preparation and Presentation

(a) Statement of Compliance

The standalone financial statements of the Company as at and for the year ended 31st March, 2023 have been prepared and presented in accordance with Indian Accounting Standards (“Ind AS”) notified under Section 133 of the Companies Act, 2013 (“the Act”) [Companies (Indian Accounting Standards) Rules, 2015], and presentation requirements of Division II of Schedule III to the Companies Act, 2013 as amended from time to time, guidelines issued by the Securities and Exchange Board of India (SEBI) and other relevant provisions of the Act and accounting principles generally accepted in India.

(b) Basis of Measurement

The standalone financial statements have been prepared on a historical cost convention and on

an accrual basis of accounting, except for the following assets and liabilities which have been measured at fair value:

Financial Assets and Liabilities are measured at fair value or at amortised cost depending on the classification;
Asset held for sale measured at fair value less cost to sell;
Lease liabilities and Right of Use Asset; and
Share based payments.

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;
Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and
Level 3 inputs are unobservable inputs for the asset or liability.

(c) Consistency of Accounting Policy

The accounting policies are applied consistently to all the periods presented in the financial statements, except where a newly issued accounting standard is initially adopted or a revision to an existing standard requires a change in the accounting policy hitherto in use.

(d) Functional Currency and Rounding of amounts

The standalone financial statements are presented in INR (‘₹’) which is also the functional currency of the Company and all the values are rounded off to the nearest Mn (INR 000,000) except when otherwise indicated.

TAKE Solutions Limited 151

Notes forming part of Standalone Financial Statements

1.2 Current and Non-Current classification

The Company presents assets and liabilities in the balance sheet based on current/non-current classification. An asset is classified as current if:

(a) it is expected to be realized or sold or consumed in the Company’s normal operating cycle;
(b) it is held primarily for the purpose of trading;
(c) it is expected to be realized within twelve months after the reporting period; or
(d) it is cash or a cash equivalent unless it is 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 classified as current if:

(a) it is expected to be settled in normal operating cycle;
(b) it is held primarily for the purpose of trading;
(c) it is expected to be settled within twelve months after the reporting period;
(d) it has no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

All other liabilities are classified as non-current.

The operating cycle is the time between acquisition of assets for processing and their realization in cash and cash equivalents. The Company’s normal operating cycle is twelve months.

1.3 Use of estimates, assumptions and judgements

The preparation of the standalone financial statements in conformity with Ind AS requires the Management to make estimates, judgement and assumptions. These estimates, judgements and assumptions affect the application of accounting policies and the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the period. Application of accounting policies requires critical accounting estimates involving complex and subjective judgements. Accounting estimates could change from period to period. Actual results could differ from those estimates. Appropriate changes in estimates are made as the Management becomes aware of changes in circumstances surrounding the estimates. Changes in estimates are reflected in the standalone financial statements in the period in which changes are made and, if material, their effects are disclosed in the notes to the standalone financial statements. Application of accounting policies

that require critical accounting estimates involving judgements and the use of assumptions in the standalone financial statements have been disclosed below:

(a) Revenue Recognition
The Company uses the percentage of completion method in the accounting for its fixed-price contracts. The use of the percentage of completion method requires the Company to estimate the efforts or costs to be expended till the reporting date as a proportion of the total efforts or costs to be expended. Efforts or costs expended 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 period in which such losses become probable, based on the expected contract estimates at the reporting date.
(b) Useful lives of property, plant and equipment
The Company reviews the useful life of property, plant and equipment at the end of each reporting period. This reassessment may result in change in depreciation expense in future periods.
(c) Impairment of Investments of subsidiaries Determining whether the investments in subsidiaries are impaired requires an estimate in the value in use of investments. The Company reviews its carrying value of investments carried at cost annually, or more frequently when there is an indication for impairment.

The carrying amount of investment is tested for impairment as a single asset by comparing it’s value in use with its carrying amount, any impairment loss recognised reduces the carrying amount of investment.

In considering the value in use, the Board of directors have anticipated the future market conditions and other parameters that affect the operations of these entities including operating results, business plans, future cash flows and economic conditions and key assumptions such as estimated long term growth rates, weighted average cost of capital and estimated operating margins. Cash flow projections take into account past experience and represent management’s best estimate about future developments.

(d) Allowance for trade receivables and other financial assets

The impairment provisions for trade receivables are based on assumptions about risk of default

152 TAKE Solutions Limited

Notes forming part of Standalone Financial Statements

and expected loss rates. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on Company’s past history, credit risk, existing market conditions as well as forward looking estimates at the end of each reporting period. For recognition of impairment loss on other financial assets and risk exposure, the Company determines that whether there has been a significant increase in the credit risk since initial recognition. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Company’s past history of collections, customer’s credit-worthiness, existing market conditions as well as forward looking estimates at the end of each reporting period.

(e) Share-based payments

(f) Defined benefit plans

The cost of the defined benefit gratuity plan, compensated absences and the present value of the defined benefit obligation are determined based on an actuarial valuation carried out by an independent actuary using the projected unit credit method. 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, future attrition rates and mortality rates. Due to the complexities involved in the valuation, the underlying assumptions 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.

(g) Fair value measurement of financial instruments

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.

(h) Taxes

The Company’s major tax jurisdictions are in India. Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws, and the amount and timing of future taxable income of the Company’s operations in India. The Company establishes provisions, based on reasonable estimates, for possible consequences of audits by the tax authorities and reflects uncertainties relating to income taxes, if any. The amount of such provisions is based on various factors, such as experience of previous tax audits and differing interpretations of tax regulations by the taxable entity and the responsible tax authority. A tax assessment could involve complex issues, which can only be resolved over extended time periods. Deferred tax assets are recognized for unused tax losses to the extent that it is probable that future taxable profit will be available against which the losses can be utilized. Significant management judgement is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits.

(i) Leases

The Company evaluates if an arrangement qualifies to be a lease based on the requirements of the relevant standard. Identification of a lease requires significant management judgement. Computation of the lease liabilities and rightto-use assets requires management to estimate the lease term (including anticipated renewals), and the applicable discount rate. Management estimates the lease term based on the noncancellable lease-term, options for future renewals if the Company is reasonably certain to exercise and options to terminate the lease if the Company is reasonably certain not to exercise. In performing this assessment, the discount rate is generally based on the incremental borrowing rate specific to the lease being evaluated or for a portfolio of leases with similar characteristics.

(j) Provisions and Contingent liabilities

A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated

TAKE Solutions Limited 153

Notes forming part of Standalone Financial Statements

reliably, and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation. Judgements include estimating the probability of the cash outflows for the present obligations and accordingly provisions are determined and reviewed at the end of each reporting period and are adjusted to reflect current best estimates.

The Company uses significant judgement to identify and measure contingent liabilities. Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made. Contingent liabilities in relation to assessment/ litigations can involve complex issues, which can only be resolved over extended time periods.

1.4 Revenue Recognition

(a) Software development and related services in the field of Life Sciences Business

Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services.

Arrangements with customers for softwarerelated services are either on a fixed-price, fixedtimeframe or on a time-and-material basis.

Revenue on time-and-material contracts are recognized as the related services are performed and revenue from the end of the last invoicing to the reporting date is recognized as unbilled revenue.

Revenue from fixed-price, fixed-timeframe contracts, where the performance obligations are satisfied over time and where there is no uncertainty as to measurement or collectability of consideration, is recognized as per the percentage-of-completion method. When there is uncertainty as to measurement or ultimate collectability, revenue recognition is postponed until such uncertainty is resolved. Efforts or costs expended have been used to measure progress towards completion as there is a direct relationship between input and productivity. Maintenance revenue is recognized rateably

over the term of the underlying maintenance arrangement.

Revenues in excess of invoicing are classified as contract assets (which we refer to as unbilled revenue) while invoicing in excess of revenues are classified as contract liabilities (which we refer to as unearned revenues).

(b) Sale of Hardware

Revenue from sale of hardware and incidental peripherals goods is recognised in the statement of profit and loss when the transfer of control of promised products have been transferred to the buyer as per the terms of the respective sales order. Revenue from the sale of goods is measured at the fair value of consideration received or receivable, net of returns and allowances and discounts. The transaction price usually represents the fair value unless otherwise disclosed in the financial statements.

(c) Other Income, net

(i) Interest income

For all financial assets measured either at amortised cost or at fair value through other comprehensive income, interest income is recorded using the effective interest rate (EIR). EIR is the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the gross carrying amount of the financial asset or to the amortised cost of a financial liability. When calculating the effective interest rate, the Company estimates the expected cash flows by considering all the contractual terms of the financial instrument (for example, prepayment, extension, call and similar options) but does not consider the expected credit losses. Interest income is included in other income in the statement of profit and loss.

(ii) Dividend income

Dividend income from investments is recognised when the right to receive the payment is established.

(ii) Share of Profit/loss from Limited Liability Partnerships

The share of profit/loss from LLP is recognized as income/absorbed as an expense as and when the right to receive the profit share / fund the share of loss is established as per the contracted terms and conditions.

154 TAKE Solutions Limited

Notes forming part of Standalone Financial Statements

1.5 Property, Plant and Equipment

Property, plant and equipment are measured at cost or its deemed cost less accumulated depreciation and impairment losses, if any. Cost includes expenditures directly attributable to the acquisition of the asset.

The Company depreciates property, plant and equipment over their estimated useful lives using the straight-line method. The estimated useful lives of assets are as follows;

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Asset Life (in years)
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Asset	Life (inyears)

Computers and Servers	3-6
Furniture & Fixtures	10
Leasehold improvements	Period of Lease
Ofce Equipment	5

Depreciation methods, useful lives and residual values are reviewed periodically at the end of each financial year.

Advances paid towards the acquisition of property, plant and equipment outstanding at each Balance Sheet date is classified as capital advances under other non-current assets in situations where the work for development of that asset has not commenced or the asset, being a standard/shelf product, is not delivered and ready for the intended use as desired by the company. In situations where the work for development of the asset has been commenced, the cost of assets incurred till the reporting date is disclosed under ‘Capital work-in-progress’.

1.6 Business Combinations

Business combinations are accounted for using the acquisition method under the provisions of Ind AS 103, Business Combinations.

The cost of an acquisition is measured at the fair value of the assets transferred, equity instruments issued and liabilities incurred or assumed at the date of acquisition, which is the date on which control is transferred to the Company. The cost of acquisition also includes the fair value of any contingent consideration. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair value on the date of acquisition.

Business combinations between entities under common control are accounted for at carrying value. Transaction costs that the Company incurs in connection with a business combination such as finder’s fees, legal fees, due diligence fees, and other professional and consulting fees are not considered as part of the cost of acquisition.

1.7 Intangible Assets

Intangible assets are stated at cost less accumulated amortization and impairment. Intangible assets are amortized over their respective individual estimated useful lives ranging between 3 to 7 years on a straightline basis, from the date that they are available for use. The estimated useful life of an identifiable intangible asset is based on a number of factors, including the effects of obsolescence, demand, competition, and other economic factors (such as the stability of the industry, are known technological advances), and the level of maintenance expenditure required to obtain the expected future cash flows from the assets. Amortization methods, and useful lives are reviewed periodically, including at each financial year end.

1.8 Leases

The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right of use the asset or assets, even if that right is not explicitly specified in an arrangement.

Company as a lessee

The Company’s lease asset classes primarily consist of leases for buildings. The Company assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset,

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the Company assesses whether:

(i) The contract involves the use of an identified asset
(ii) The Company has substantially all of the economic benefits from use of the asset through the period of the lease and
(iii) The Company has the right to direct the use of the asset.

At the date of commencement of the lease, the Company recognizes a right-of-use asset (“ROU”) and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and low value leases. For these short-term and low value leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease. Certain lease arrangements includes the options to extend or terminate the lease before the end of the lease term. ROU assets and lease liabilities includes these options when it is reasonably certain that they will be exercised.

The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses. Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset.

The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates. After the commencement date, the lease liability is adjusted by increasing the carrying amount to reflect interest on the lease liability; reducing the carrying amount to reflect the lease payments made; and remeasuring the carrying amount to reflect any reassessment or lease modifications. The lease liability is also remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the rightof-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero. The interest on the lease liability is recognised in the statement of Profit & Loss except to the extent that it can be allocated to any Property, Plant & Equipment.

The Company has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low-value assets (assets of less than INR 0.10 Mn in value). The

Company recognises the lease payments associated with these leases as an expense over the lease term.

Company as a lessor

Leases for which the Company is a lessor is classified as a finance or operating lease. Whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases. When the Company is an intermediate lessor, it accounts for its interests in the head lease and the sublease separately. The sublease is classified as a finance or operating lease by reference to the right-of-use asset arising from the head lease. For operating leases, rental income is recognized on a straight line basis over the term of the relevant lease.’

1.9 Investment in Subsidiaries

Investment in equity instruments of subsidiaries are measured at cost less impairment, if any. Investment in preference shares of subsidiaries are classified as equity since the company has the option of early conversion with fixed ratio and also there is no requirement for mandatory dividend payout.

Impairment of investments in subsidiaries Investment in subsidiaries are carried at cost and are tested for Impairment in accordance with Ind AS 36, ‘Impairment of assets’. The carrying amount of investment is tested for impairment as a single asset by comparing it’s recoverable amount with its carrying amount, any impairment loss recognised reduces the carrying amount of investment.

1.10 Financial Instruments

1.10.1 Initial Recognition

The Company recognizes financial assets and financial liabilities when it becomes a party to the contractual provisions of the instrument. All financial assets and liabilities are recognized at fair value on initial recognition. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities, that are not fair valued through profit or loss, are added to the fair value on initial recognition. Regular way purchase and sale of financial assets are accounted for at trade date.

1.10.2 Subsequent Measurement

i) Non-Derivative Financial Instruments

a) Financial Assets Carried at Amortized Cost

b) Financial Assets at Fair Value through Other Comprehensive Income (FVTOCI)

A financial asset is subsequently measured at fair

156 TAKE Solutions Limited

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value through other comprehensive income if it is held within a business model whose objective is achieved by both collecting contractual cash flows that are solely payments of principal and interest on the principal amount outstanding on specified dates and by sale. Further, in cases where the company has made an irrevocable election based on its business model, for its investments which are classified as equity instruments, the subsequent changes in fair value are recognized in other comprehensive income (OCI).

c) Financial Assets at Fair Value through Profit and Loss (FVTPL)
A financial asset which is not classified in any of the above categories are subsequently measured at fair value through profit and loss.

d) 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 and loss. For trade and other payables maturing within one year from the Balance Sheet date, the carrying amounts approximate the fair value due to the short term maturity of these instruments.

ii) Derivative Financial Instruments

a) Initial Recognition and Subsequent Measurement

For the purpose of hedge accounting, hedges are classified as:

Fair value hedges when hedging the exposure to changes in the fair value of a recognised asset or liability or an unrecognised firm commitment.
Cash flow hedges when hedging the exposure to variability in cash flows that is either attributable to a particular risk associated with a recognised asset or liability.

At present no hedging instrument is used by the Company.

1.10.3 Derecognition of Financial Instruments

The Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party and does not retain control of the asset.

On derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in the Statement of Profit and Loss if such gain or loss would have otherwise been recognised in the Statement of Profit and Loss on disposal of that financial asset.

The Company derecognises financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or have expired. An exchange with a new lender of debt instruments with substantially different terms is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. Similarly, a substantial modification of the terms of an existing financial liability (whether or not attributable to the financial difficulty of the debtor) is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in the Statement of Profit and Loss.

1.10.4 Financial Guarantee Contracts

A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payments when due in accordance with the terms of a debt instrument.

Financial guarantee contracts issued by a Company are initially measured at their fair value and, if not designated as at FVTPL, are subsequently measured at the higher of:

the amount of loss allowance determined in accordance with impairment requirements of Ind AS 109, ‘Financial Instruments’; and
the amount initially recognised less, when appropriate, the cumulative amount of income recognised in accordance with the principles of Ind AS 115, ‘Revenue from contract with customers’.
The Financial guarantees issued to third parties on behalf of subsidiaries are recorded at fair value. The same is recognised as other income in the statement of Profit and Loss.

TAKE Solutions Limited 157

Notes forming part of Standalone Financial Statements

1.10.5 Equity Instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognised at the proceeds received, net of direct issue costs.

1.10.6 Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amounts are presented in the standalone balance sheet when, and only when, the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.

1.11 Impairment

a) Financial Assets other than investments held in subsidiaries

The Company assesses at each date of statement of financial position whether a financial asset in form of trade receivables and unbilled receivables is impaired. In accordance with Ind AS 109, the Company applies Expected Credit Loss (ECL) model for measurement and recognition of impairment loss. As a practical expedient, the Company uses a provision matrix to determine impairment loss on portfolio of its trade receivables and unbilled receivables. The provision matrix is based on available external and internal credit risk factors such as credit default, credit rating from credit rating agencies and Company’s historically observed default rates over the expected life of trade receivables and unbilled receivables. ECL impairment loss allowance or reversal is recognised during the period as expense or income respectively in the Standalone statement of profit and loss.

b) Property, Plant and Equipment

Property, plant and equipment are evaluated for recoverability whenever events or change in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment of testing, the recoverable amount (i.e. the 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 such assets are considered to be impaired, the impairment to be recognized in the Statement of Profit and Loss is measured by the amount by which the carrying value of the assets exceeds the estimated recoverable amount of the assets. An impairment loss is reversed in the Statement of Profit and Loss if there has been a change in the estimates used to determine the recoverable amount. The carrying amount of the asset is increased to its revised recoverable amount,

provided that this amount does not exceed the carrying amount that would have been determined (net if any accumulated amortization or depreciation) had no impairment loss been recognized for the asset in prior years.

1.12 Foreign Currency

Transactions and Translations

Gains and losses arising on restatement of foreign currency denominated monetary assets and liabilities are included in the standalone statement of profit and loss. Non-monetary assets and liabilities denominated in a foreign currency and measured at historical cost are translated at an exchange rate that approximates the rate prevalent on the date of the transaction.

Transaction gains or losses realised upon settlement of foreign currency transactions are included in determining net profit for the period in which the transaction is settled. Revenue, expense and cashflow items denominated in foreign currencies are translated into the relevant functional currencies using the exchange rate in effect on the date of transaction.

1.13 Income Taxes

Current income tax for current and prior periods recognized at the amount expected to be paid to or recovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the Balance Sheet date. Deferred income tax asset and liabilities are recognized for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements 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 and loss at the time of the transaction. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Deferred tax assets and liabilities are measured using tax rates and tax laws that have been enacted or substantively enacted by the Balance Sheet date and

158 TAKE Solutions Limited

Notes forming part of Standalone Financial Statements

are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of changes in tax rates on deferred income tax assets and liabilities is recognized as income or expense in the period that includes the enactment or the substantive enactment date. A deferred income tax asset is recognized to extent that it is probable future taxable profit will be available against which the deductible temporary differences and tax losses can be utilized. The Company offsets current tax assets and current tax liabilities, where it has a legally enforceable right to set off the recognized amounts and where it intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously. Deferred income taxes are not provided on the undistributed earnings of subsidiaries where it is expected that the earnings of the subsidiary will not be distributed in the foreseeable future.

1.14 Cash and Cash Equivalents

For the purpose of presentation in statement of cash flows, cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other short term highly liquid investments with original maturities of 3 months or less that are readily convertible to known amount of cash and which are subject to an insignificant risk of change in value.

1.15 Discontinued Operations and Non-Current Assets held for sale

A discontinued operation is a component of the entity that has been disposed off or is classified as held for sale and:

represents a separate major line of business or geographical area of operations and;
is part of a single co-ordinated plan to dispose of such a line of business or area of operations.

Non-current assets and disposal groups are classified as held for sale if their carrying amount is intended to be recovered principally through a sale (rather than through continuing use) when the asset (or disposal group) is available for immediate sale in its present condition subject only to terms that are usual and customary for sale of such asset (or disposal group) and the sale is highly probable and is expected to qualify for recognition as a completed sale within one year from the date of classification.

Non-current assets and disposal groups classified as held for sale are measured at lower of their carrying amount and fair value less costs to sell.

Non-current assets are not depreciated or amortised while they are classified as held for sale and are presented separately from the other assets in the balance sheet. The liabilities related to the assets held for sale are presented separately from other liabilities in the balance sheet. The results of discontinued

operations are presented separately in the Statement of Profit and Loss.

1.16 Employee Benefits

1.16.1 Gratuity

The Company provides for gratuity, a defined benefit retirement plan (‘the Gratuity Plan’) covering eligible employees of TAKE Solutions Limited. The Gratuity Plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee’s salary and the tenure of employment with the Company.

Liabilities with regard to the Gratuity plan are determined by actuarial valuation, performed by an independent actuary, at each Balance Sheet date using the projected unit credit method.

The Company recognizes the net obligation of a defined benefit plan in its Balance Sheet as an asset or liability. Gains and losses through remeasurements of the net defined liability/ (assets) are recognized in the other comprehensive income and are not reclassified to profit or loss in subsequent periods. The effect of any plan amendment is recognized in net profits in the Statement of Profit and Loss.

1.16.2 Provident Fund

Eligible employees receive benefits from a provident fund, which is a defined contribution plan. Both the eligible employee and the Company make monthly contributions to this provident fund plan equal to a specified percentage of the covered employee’s salary. Amounts collected under the provident fund plan are deposited in a government administered provident fund. The Company has no further obligation to the plan beyond its monthly contributions.

1.16.3 Compensated Absences

The employees of the Company are entitled to compensated absences. The employees can carry forward a portion of the unutilised accumulating compensated absences and utilise it in future periods or receive cash at retirement or termination of employment. The Company records an obligation for compensated absences in the period in which the employee renders the services that increases this entitlement. The Company measures the expected cost of compensated absences as the additional amount that the Company expects to pay as a result of the unused entitlement that has accumulated at the end of the reporting period. The Company recognises accumulated compensated absences based on the actuarial valuation. Non-accumulating compensated absences are recognised in the period in which the absences occur. The Company recognises actuarial gains and losses immediately in

TAKE Solutions Limited 159

Notes forming part of Standalone Financial Statements

the statement of profit and loss.

1.16.4 Share-Based Payments

The Company recognizes compensation expense relating to share- based payments in Statement of Profit and Loss using fair value in accordance with Ind AS 102, Share-Based Payments. The estimated fair value of awards in charged to the Statement of Profit and loss on a straight-line basis over the requisite service period for each separately vesting portion of the award with the corresponding increase to share options outstanding account.

In respect of options issued to group entities, Company has treated the charge pertaining to the respective entities where the grantee is providing services, to Deemed Equity Investments.

1.16.5 Short term Employee Benefits:

All employee benefits payable wholly within twelve months of the rendering of services are classified as short term employee benefits. Benefits such as salaries, allowances, expected cost of bonus etc. are recognised in the period in which the employee renders the related service.

1.17 Borrowing costs

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 capitalized as part of the cost of the respective asset. All other borrowing costs are expensed in the year they occur.

1.18 Earnings Per Equity Share

Basic earnings per equity share are computed by dividing the net profit attributable to the equity holders of the Company by the weighted average number of equity shares outstanding during the period. Diluted earnings per equity share is computed by dividing the net profit attributable to the equity holders of the Company by the weighted average number of equity shares considered for deriving basic earnings per equity share and also the weighted average number of equity shares that could have been issued on conversion of all dilutive potential equity shares are adjusted for the proceeds receivables had the equity shares been actually issued at fair value (i.e. the average market value of the outstanding equity shares). Dilutive potential equity shares are deemed converted as of the beginning of the period, unless issued at a later

date. Dilutive potential equity shares are determined independently for each period presented.

1.19 Statement of Cash Flows

Cash flows are reported using the indirect method, whereby profit for the period is adjusted for the effects of transaction of a Non-cash nature, 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 flow from operating, investing and financing activities of the Company are segregated.

1.20 Provisions and Contingencies

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event; it is probable that the Company will be required to settle the obligation in respect of which a reliable estimate can be made of the amount of the obligation.

Contingent assets: A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity. Contingent assets are not recognised but disclosed only when an inflow of economic benefits is probable.

1.21 Cash dividend to the equity holders of the Company

160 TAKE Solutions Limited

Notes forming part of Standalone Financial Statements

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.

1.22 Exceptional items

Exceptional Items include income/expenses that are considered to be part of ordinary activities, however of such significance and nature that separate disclosure enables the users of financial statements to understand the impact in more meaningful manner. Exceptional Items are identified by virtue of their size, nature and incidence.

1.23 Segment Reporting:

Operating Segments are reported in a manner consistent with the reporting to the Chief Operating Decision Maker (CODM). The CODM as identified by the Board of Directors include the Executive and the other Directors but do not include the Independent Directors.

1.24 Prior Period Adjustments

1.25 Recent pronouncements

Standards) Rules, 2015 by issuing the Companies (Indian Accounting Standards) Amendment Rules, 2023, applicable from 1 April, 2023, as below:

Ind AS 1 – Presentation of Financial Statements

Ind AS 12 – Income Taxes

Ind AS 8 – Accounting Policies, Changes in Accounting Estimates and Errors

2.1 (a) Property, Plant and Equipment

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Office Furniture &
Computers Total
Particulars Equipment Fixtures
₹ Mn
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Particulars	Particulars	Ofce Equipment	Furniture & Fixtures	Computers	Total
		₹ Mn

	Gross Carrying Value Balance as at April 01, 2021 Additions Deletions/ disposals	21.23 - -	30.12 - -	1.71 0.32 -	53.06 0.32 -
	Balance as at March 31, 2022	21.23	30.12	2.03	53.38
	Balance as at April 01, 2022 Additions Deletions/ disposals	21.23 - -	30.12 - -	2.03 - -	53.38 - -
	Balance as at March 31, 2023	21.23	30.12	2.03	53.38
Accumulated Depreciation

Accumulated Depreciation

TAKE Solutions Limited

161

Notes forming part of Standalone Financial Statements	Notes forming part of Standalone Financial Statements	Notes forming part of Standalone Financial Statements	Notes forming part of Standalone Financial Statements	Notes forming part of Standalone Financial Statements
Balance as at April 01, 2021 Depreciation charge for the year Deletions/ disposals	20.53 0.69 -	14.89 2.94 -	1.42 0.21 -	36.84 3.84 -
Balance as at March 31, 2022	21.22	17.83	1.63	40.68
Balance as at April 01, 2022 Depreciation charge for the year Deletions/ disposals	21.22 0.01 -	17.83 2.95 -	1.63 0.19 -	40.68 3.15 -
Balance as at March 31, 2023	21.23	20.78	1.82	43.83
Net Carrying Value Balance as at March 31, 2022	0.01	12.29	0.40	12.70
Balance as at March 31, 2023	-	9.34	0.21	9.55

2.1 (b) Right of Use Asset

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Office Building
Particulars
₹ Mn
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Particulars	Particulars	Ofce Building
		₹ Mn

	Gross Carrying Value Balance as at April 01, 2021 Additions Deletions/ disposals /adjustments	44.94 - -
	Balance as at March 31, 2022	44.94
	Balance as at April 01, 2022 Additions Deletions/ disposals /adjustments	44.94 - (0.08)
	Balance as at March 31, 2023	44.86
	Accumulated Amortisation Balance as at April 01, 2021 Amortization for the year Deletions/ disposals	16.86 8.43 -
	Balance as at March 31, 2022	25.29
	Balance as at April 01, 2022 Amortization for the year Deletions/ disposals	25.29 7.94 -
	Balance as at March 31, 2023	33.23
	Net Carrying Value Balance as at March 31, 2022	19.65
	Balance as at March 31, 2023	11.63

During the years ended 31 March 2023 & 31 March 2022, the Company has incurred expenses amounting to ₹ 4.98 Mn and ₹3.91 Mn respectively on short-term leases and leases of low-value assets (Refer Note No 2.28). For the years ended 31 March 2023 & 31 March 2022, the total cash outflows for leases, including short-term leases and low-value assets amounted to ₹16.48 Mn and ₹14.92 Mn respectively.
Lease contracts entered into by the Company primarily pertains to buildings taken on lease to conduct its business in the ordinary course.

 Terms of Operating Lease :-

Lease Liability to be paid over the lease tenure at the agreed monthly rental
Weighted average incremental borrowing rate used is 10% p.a.

162 TAKE Solutions Limited

Notes forming part of Standalone Financial Statements

 Components of Lease Cost :-

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Interest Cost – Operating Lease Liabilities (Note No. 2.26) Amortisation on ROU (Note No. - 2.27)	1.96 7.94	2.85 8.43
Total	9.90	11.28

2.1 (c) Other intangible assets

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Computer Software
Particulars
₹ Mn
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Particulars	Particulars	Computer Software
		₹ Mn

	Gross Carrying Value Balance as at April 01, 2021 Additions Deletions/ disposals	1.86 0.05 -
	Balance as at March 31, 2022	1.91
	Balance as at April 01, 2022 Additions Deletions/ disposals	1.91 - -
	Balance as at March 31, 2023	1.91
	Accumulated Amortisation Balance as at April 01, 2021 Amortization for the year Deletions/ disposals	1.86 0.02 -
	Balance as at March 31, 2022	1.88
	Balance as at April 01, 2022 Amortization for the year Deletions/ disposals	1.88 0.02 -
	Balance as at March 31, 2023	1.90
	Net Carrying Value Balance as at March 31, 2022	0.03
	Balance as at March 31, 2023	0.01

2.2 Non-Current Investments

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
(a) Investments in Equity shares of Subsidiaries -Unquoted & Measured at Fair Value less cost to sell TAKE Solutions Global Holdings Pte Ltd, Singapore No of Shares (FV of SGD 1 each): Nil (58,651,050 as at March 31, 2022): Less:Provision for Impairment (Refer note 2.30 below) Less:Investment classifed as Asset held for sale (Refer Note 2.11 & Note below 2.30)	- - -	3,803.22 (3,424.08) (379.14)
(b) Investments in Equity shares of Subsidiaries -Unquoted & Measured at Cost

TAKE Solutions Limited

163

Notes forming part of Standalone Financial Statements

(i) Ecron Acunova Limited, India

(i) Ecron Acunova Limited, India
No of Shares (FV of ₹ 10/- each): 48,616,548 (29,063,997 as at March 31, 2022) – Refer Note 1 - 3 below: Advance given towards Acquisition of shares (ii) TAKE Consultancy Services Inc No of Shares (FV of USD 1 each): 1,000,000 (Nil as at March 31, 2022): (c) Investment in Limited Liability Partnership – (carried at cost) Navitas LLP, India (Refer Note 4) (d) Deemed Investments (net of impairment)* (i) Deemed Investments - Corporate Guarantee (ii) Deemed Investments - Grant of ESOP to Subsidiaries	2,323.15 -	1,150.00 320.90
	2,323.15	1,470.90
	80.94	-
	80.94	-
	-	-
	-	-
	14.61 6.92	14.61 61.30
	21.53	75.91
Total	2,425.62	1,546.81

Amount less than ₹5,000

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Aggregate amount of quoted investments Aggregate amount of unquoted investments in subsidiaries*	- 2,480.00	- 5,486.13
Aggregate amount of impairment in value of investments	54.38	3,560.18

*including investments classified as held for sale.

Investment in 0.0001% Compulsory convertible preference shares of Ecron Acunova Limited (EAL) held by the Company have been converted into 5,634,346 Equity shares of ₹ 10 each at a premium of ₹ 50 per share on 5th November, 2021.
During the year, EAL has allotted 19,552,551 equity shares of ₹ 10 each at a premium of ₹ 50 per share on December 30, 2022 to TAKE on a rights issue basis. TAKE has adjusted the advances and loans given to EAL including the interest accrued due from EAL towards amounts payable against the rights issue.
During the previous year, the Company has entered into an agreement with Ecron Acunova Limited for exchange of share held in Navitas LLP. With effect from 1st October, 2021 TAKE Solutions Limited holds 0.01% share in Navitas LLP and Ecron Acunova Limited holds 99.99% in Navitas LLP. However, as the designated
partners of Navitas LLP are members of the board of TAKE Solutions Limited and all operating decisions of Navitas LLP are directed by Take solutions Limited, Navitas LLP continuous to be a subsidiary of TAKE Solutions Limited by means of assessment of control as per Ind AS 110.
During the previous year, the Company has entered into an agreement with Ecron Acunova Limited for exchange of share held in Navitas LLP. With effect from 1st October, 2021 TAKE Solutions Limited holds 0.01% share in Navitas LLP and Ecron Acunova Limited holds 99.99% in Navitas LLP. However, as the designated partners of Navitas LLP are members of the board of TAKE Solutions Limited and all operating decisions of Navitas LLP are directed by TAKE solutions Limited, Navitas LLP continuous to be a subsidiary of TAKE Solutions Limited by means of assessment of control as per Ind AS 110.

2.3 Other Financial Assets- Non Current

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
(Carried at amortised cost) Unsecured, considered good Securitydeposits	7.22	7.78
Total	7.22	7.78

TAKE Solutions Limited

164

Notes forming part of Standalone Financial Statements

2.4 Tax Assets

a) Income Tax Asset (Net)

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Tax Receivables (net of provisions)	136.11	104.55
Total	136.11	104.55

b) Income Tax Expense

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Current tax ( Including Earlier Years) Deferred tax charge / (credit)	9.31 (5.19)	3.55 23.66
Total tax expense recognised in the statement of proft or loss (including discontinued operations)	4.12	27.21

c) Income tax expense / (credit) on other comprehensive income

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Remeasurement of defned beneft plans	(0.15)	0.23
Total tax expense recognised in the other comprehensive income	(0.15)	0.23

d) Reconciliation of tax expense recognized in the statement of profit and loss and the accounting profit multiplied by India’s domestic tax rate for 31 March 2023 and 31 March 2022

The Company has opted for lower corporate tax rate available under section 115BAA of the Income-tax Act, 1961 (‘the Act’) as introduced by Taxation Laws (Amendment) Ordinance, 2019. Accordingly, the Company has recognized provision for Income-tax at 25.17% for the years ended 31st March 2023 and 31st March 2022.

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Particulars For the year ended For the year ended
March 31, 2023 March 31, 2022
₹ Mn
Accounting profit / (loss) before income tax 46.97 (4,744.48)
Enacted tax rates in India 25.168% 25.168%
Tax at statutory income tax rate 11.82 (1,194.09)
Add/(Less) Net Adjustment on account of:
Effect of Impairment loss disallowed 13.70 1,205.80
Share in profit / loss of Navitas LLP 0.01 (9.62)
Other Non-Deductible/(deductible) tax expenses (21.49) 25.12
Short / (Excess) provision for earlier years 0.08 -
Tax expense as per Statement of Profit and Loss 4.12 27.21
(including discontinued operations)
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TAKE Solutions Limited 165

Notes forming part of Standalone Financial Statements

e) Components of Deferred Tax

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Deferred Tax Assets Property, Plant & Equipment and Intangible Assets Employee Benefts Financial Instrument measured at Fair Value Right to Use Assets	3.59 0.48 0.36 0.91	- - - -
Total	5.34	-

f) Movement in Deferred Tax asset / (liability) during the current year

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Particulars Balance as at Recognized in Recognized Balance As at
April 01, 2022 profit & loss in OCI March 31, 2023
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Particulars	Balance as at April 01, 2022	Recognized in proft & loss	Recognized in OCI	Balance As at March 31, 2023

Deferred Tax Assets Remeasurement of defned beneft plans Property, Plant & Equipment and Intangible Assets Financial Instruments measured at Fair Value Right to use Assets	- - - -	0.33 3.59 0.36 0.91	0.15 - - -	0.48 3.59 0.36 0.91
Total	-	5.19	0.15	5.34

(₹ Mn)	(₹ Mn)	(₹ Mn)	(₹ Mn)	(₹ Mn)
Particulars	Balance as at April 01, 2021	Recognized in proft & loss	Recognized in OCI	Balance As at March 31, 2022
Deferred Tax Assets Remeasurement of defned beneft plans Property, Plant & Equipment and Intangible Assets Financial Instruments measured at Fair Value Right to use Assets	2.36 3.62 16.82 1.09	(2.13) (3.62) (16.82) (1.09)	(0.23) - - -	- - - -
Total	23.89	(23.66)	(0.23)	-

2.5 Trade Receivables

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Current Receivables - Considered good Receivables – Signifcant increase in credit risk (Less) Allowance for expected credit loss	- - -	43.04 0.20 (0.20)
	-	-
Total	-	43.04

In determining the allowances for doubtful trade receivables, the Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and is adjusted for forward looking information. The expected credit loss allowance is ranging between 0.5% and 15% and is based on the aging of the receivables.

166 TAKE Solutions Limited

Notes forming part of Standalone Financial Statements

Trade receivables aging as on March 31, 2022:

₹ Mn

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Particulars Outstanding for following periods from due date of Not Total of Trade
payment (at gross) Due Receivables
Less than 6 6 months 1-2 years 2-3 More than
months -1 year years 3 years
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Particulars	Outstanding for following periods from due date of payment (atgross)	Outstanding for following periods from due date of payment (atgross)	Outstanding for following periods from due date of payment (atgross)	Outstanding for following periods from due date of payment (atgross)	Outstanding for following periods from due date of payment (atgross)	Not Due	Total of Trade Receivables
	Less than 6 months	6 months -1 year	1-2 years	2-3 years	More than 3 years

(i) Undisputed Trade receivables–considered good	0.04	-	0.06	0.06	6.47	36.41	43.04
(ii) Undisputed Trade Receivables – which have signifcant increase in credit risk	-	-	0.01	0.01	-	0.18	0.20
(iii) Undisputed Trade Receivables – credit impaired	-	-	-	-	-	-	-
(iv) Disputed Trade Receivables– considered good	-	-	-	-	-	-	-
v) Disputed Trade Receivables – which have signifcant increase in credit risk	-	-	-	-	-	-	-
(vi) Disputed Trade Receivables – credit impaired	-	-	-	-	-	-	-
Sub -Total	0.04	-	0.07	0.07	6.47	36.59	43.24
Less: Impairment on Trade Receivables	-	-	(0.01)	(0.01)	-	(0.18)	(0.20)
Total	0.04	-	0.06	0.06	6.47	36.41	43.04

2.6 Cash and Cash Equivalents

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Balances with banks - On current accounts Cash on hand	62.22 0.01	25.35 0.01
Total	62.23	25.36

2.7 Bank Balances other than Cash and Cash Equivalents

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Earmarked balances Unclaimed dividend accounts Unspent CSR accounts	1.72 1.38	2.40 -
Total	3.10	2.40

TAKE Solutions Limited 167

Notes forming part of Standalone Financial Statements

2.8 Loans

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Current, Unsecured Considered good Loans- Credit Impaired Less:- Impairment Loss (Refer Note No 2.30) Less:- Provision for Impairment	- 51.42 - (51.42)	403.21 1,230.81 (1,179.39) (51.42)
Total	-	403.21

Type of Borrower	As at March 31, 2023	As at March 31, 2023	As at March 31, 2022	As at March 31, 2022
	Amount of loan or advance in the nature of loan outstanding- net of ECL (₹ Mn)	Percentage to the total Loans and Advances in the nature of loans	Amount of loan or advance in the nature of loan outstanding- net of ECL (₹ Mn)	Percentage to the total Loans and Advances in the nature of loans
Promoters	-	-	-	-
Directors	-	-	-	-
KMPs	-	-	-	-
Related Parties – Subsidiaries*	-	-	403.21	100%
Total	-		403.21

*Repayable any time at the option of the borrower by March 31, 2023 (Rate of Interest 7%).

Loans to directors, KMPs and the related parties:

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Particulars As at Mar 31, 2023 As at Mar 31, 2022
₹ Mn
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Particulars	As at Mar 31, 2023	As at Mar 31, 2022
	₹ Mn

Loan to Related Parties
(a) repayable on demand	-	-
(b) without specifying any terms or period of repayment	-	-
(c) Other Loans	-	403.21
Total	-	403.21

2.9 Other Current Financial Assets

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Particulars As at March 31, 2023 As at March 31, 2022
₹ Mn
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Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn

Unsecured, considered good Contract Assets Receivable from sale of investments Share of proft receivable from Navitas LLP assigned to EAL Unsecured- Signifcant increase in the credit risk Share of proft receivable from Navitas LLP Less: Provision for expected credit loss*	- 82.17 381.25 - -	0.95 - - 441.47 (60.71)
Total	463.42	381.71

In determining the allowances for credit loss in case of share of profit receivable, the Company has computed the expected credit loss allowance taking into account historical credit loss experience, time value of money and forward looking information.

168 TAKE Solutions Limited

Notes forming part of Standalone Financial Statements

2.10 Other Current Assets

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Particulars As at March 31, 2023 As at March 31, 2022
₹ Mn
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Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn

Unsecured, considered good Advance given to employees Advance to Suppliers Indirect taxes receivables Prepaid expenses	0.16 0.51 60.39 1.69	- 132.29 56.03 2.99
Total	62.75	191.31

2.11 Investment in subsidiary held for Sale

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
TAKE Solutions Global Holdings Pte Ltd, Singapore (No. of Shares: Nil (PY 58,651,050)) Refer Note No 2.30	-	379.14
Total	-	379.14

2.12 Share Capital

(a) The authorised, issued, subscribed paid-up share capital and par value per share:

S. No.	Particulars	As at March 31, 2023	As at March 31, 2023
		₹ Mn
(a) (b)	Authorised Share Capital 350,000,000 (350,000,000 as at March 31, 2022) Equity Shares of ₹ 1/- each 15,000,000 (15,000,000 as at March 31, 2022) Preference Shares of ₹ 10/- each Issued, Subscribed and Paid-up Share Capital 147,934,000 (147,934,000 as at March 31, 2022) Equity Shares of ₹ 1/- each	350.00 150.00	350.00 150.00
		500.00	500.00
		147.93	147.93
	Total	147.93	147.93

(b) The reconciliation of number of equity shares outstanding and the amount of share capital at the beginning and at the end of reporting year:

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Equity Shares March 31, 2023 March 31, 2022
No of shares ₹ Mn No of shares ₹ Mn
----- End of picture text -----

Equity Shares	March 31, 2023	March 31, 2023	March 31, 2022	March 31, 2022
	No of shares	₹ Mn	No of shares	₹ Mn

At the beginningof theyear	147,934,000	147.93	147,934,000	147.93
Changes in Equity Share Capital due to prior period error	-	-	-	-
Restated balance at the beginning of the current year	147,934,000	147.93	147,934,000	147.93
Add: Changes duringtheyear	-	-	-	-
Outstandingat the end of theyear	147,934,000	147.93	147,934,000	147.93

(c) The Company has only one class of shares referred to as equity shares having face value of ₹ 1/- each. Each holder of equity share is entitled to one vote per share and to receive interim/ final dividend as and when declared by the Board of Directors/ at the Annual General meeting. In the event of liquidation

TAKE Solutions Limited 169

Notes forming part of Standalone Financial Statements

(d) Equity Shareholder holding more than 5% of equity shares along with the number of equity shares held at the end of the year is given below:

Particulars	March 31, 2023	March 31, 2023	March 31, 2022	March 31, 2022
	No of shares	% holding	No of shares	% holding
TAKE Solutions Pte. Ltd, Singapore	78,253,450	52.90%	78,253,450	52.90%

(e) Details of Shareholding of promoters as at the end of the year are given below:

S. No.	Promoter Name	No. of Shares Held as on March 31, 2023	% of total shares	No. of Shares Held as on March 31, 2022	% of total shares	% Change during the year
1	Mr. Srinivasan H R	135,000	0.09	135,000	0.09	NIL
2	Aakanksha Management Consultancy and Holdings Private Limited	622,921	0.42	622,921	0.42	NIL
3	TAKE Solutions Pte Limited	78,253,450	52.90	78,253,450	52.90	NIL

(f) The Company has not allotted any fully paid-up equity shares by way of bonus shares nor has bought back any class of equity shares during the period of five years immediately preceding the Balance Sheet date.

(g) Employee Stock Options

The Company measures the compensation expenses relating to employee stock options using the fair value method. The fair value is treated as employee compensation expenses and charged to Statement of Profit and Loss. The value of the options is treated as a part of employee compensation in the financial statements and is amortised over the vesting period.

Pursuant to Clause 5(3) of SEBI (Share Based Employee Benefits) Regulations, 2014 and para 10 of Employees Stock Option Scheme – 2007 of the Company, Remuneration

and Compensation Committee is authorised to make a fair and reasonable adjustment to the number of options and to the exercise price in respect of options granted to the employees under the plan in the case of Corporate actions such as right issue, bonus issue, merger, etc.

Other particulars of Employee Stock Options Scheme 2007 as at March 31, 2023 are given below:

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Particulars Series III Series IV Series V Series VI
----- End of picture text -----

Particulars	Series III	Series IV	Series V	Series VI

Grant Price - ₹	73.00	73.00	73.00	73.00
Fair Valueper Share- ₹	89.81	93.29	154.61	47.56
Grant Date	August 07, 2015	March 24, 2016	May17, 2018	August 08, 2019
Vestingcommences on	August 06, 2016	March 23, 2017	May16, 2019	August 07, 2020
Vesting Schedule	30% of grant on August 06, 2016, subsequent 30% of grant on August 06, 2017 and balance 40% of grant on August 06, 2018	30% of grant on March 23, 2017, subsequent 30% of grant on March 23, 2018 and balance 40% of grant on March 23, 2019	30% of grant on May 16, 2019, subsequent 30% of grant on May 16, 2020 and balance 40% of grant on May 16, 2021	30% of grant on August 07, 2020, subsequent 30% of grant on August 07, 2021 and balance 40% of grant on August 07, 2022.
Exercise period	5 Years	5 Years	5 Years	5 Years
Option Granted and outstanding at the beginningof theyear	419,163	70,000	278,000	425,000
Option granted during the year	NIL	NIL	NIL	NIL

170 TAKE Solutions Limited

Notes forming part of Standalone Financial Statements

Option lapsed and /or withdrawn during the year	319,163	50,000	253,000	400,000
Option exercised during the year against which shares were allotted	NIL	NIL	NIL	NIL
Option granted and outstanding at the end of the year of which - Option vested - Optionyet to vest	1,00,000 NIL	20,000 NIL	25,000 NIL	25,000 NIL

Particulars	Series III	Series IV	Series V	Series VI
Grant Price - ₹	73.00	73.00	73.00	73.00
Fair Valueper Share- ₹	89.81	93.29	154.61	47.56
Grant Date	August 07, 2015	March 24, 2016	May17, 2018	August 08, 2019
Vestingcommences on	August 06, 2016	March 23, 2017	May16, 2019	August 07, 2020
Vesting Schedule	30% of grant on August 06, 2016, subsequent 30% of grant on August 06, 2017 and balance 40% of grant on August 06, 2018	30% of grant on March 23, 2017, subsequent 30% of grant on March 23, 2018 and balance 40% of grant on March 23, 2019	30% of grant on May 16, 2019, subsequent 30% of grant on May 16, 2020 and balance 40% of grant on May 16, 2021	30% of grant on August 07, 2020, subsequent 30% of grant on August 07, 2021 and balance 40% of grant on August 07, 2022.
Exercise period	5 Years	5 Years	5 Years	5 Years
Option Granted and outstanding at the beginning of theyear	460,723	85,000	278,000	4,25,000
Option granted during the year	NIL	NIL	NIL	NIL
Option lapsed and /or withdrawn during the year	41,560	15,000	NIL	NIL
Option exercised during the year against which shares were allotted	NIL	NIL	NIL	NIL
Option granted and outstanding at the end of the year of which - Option vested - Optionyet to vest	4,19,163 NIL	70,000 NIL	2,78,000 NIL	2,55,000 1,70,000

2.13 Other Equity

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As at March 31, 2023 As at March 31, 2022
Particulars
₹ Mn
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Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn

Capital reserve Capital redemption reserve General reserve Securities premium Share options outstanding account Other items of other comprehensive income Retained earnings	36.25 49.11 271.18 6,391.23 15.90 2.30 (3,886.15)	36.25 49.11 179.71 6,391.23 106.47 2.74 (3,929.00)
Total	2,879.82	2,836.51

TAKE Solutions Limited 171

Notes forming part of Standalone Financial Statements

Pursuant to the requirements of Division II to Schedule III, below is the nature and purpose of each reserve:

(a) Capital Reserve

The Company recognises profit or loss on purchase, sale, issue or cancellation of the Company’s own equity instruments is transferred to capital reserve.

(b) Capital Redemption Reserve

Capital Redemption Reserve is created to the extent of the nominal value of the share capital extinguished.

(c) General Reserve

(d) Securities Premium

Securities Premium includes:

(ii) The fair value of the stock options which are treated as expense, if any, in respect of shares allotted pursuant to Stock Options Scheme.

This reserve is utilised in accordance with the provisions of the Act.

(e) Share Options Outstanding Account

(f) Other Items of Other Comprehensive Income

Other items of other comprehensive income consist of currency translation and re-measurement of net defined benefit liability net of taxes.

(g) Retained Earnings

Retained earnings comprise of the Company’s undistributed earnings after taxes.

(i) The difference between the face value of the equity shares and the consideration received in respect of shares issued;

2.14 Lease Liabilities- Non Current

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Lease Liabilities	3.76	14.31
Total	3.76	14.31

2.15 Other financial liabilities - Non Current

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Carried at FVTPL Financialguarantee contracts	0.45	0.90
Total	0.45	0.90

2.16 Provisions - Non Current

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Provision for employee benefts Gratuity Compensated absences	0.61 0.84	4.40 4.08
Total	1.45	8.48

2.17 Lease Liabilities- Current

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Lease Liabilities	14.39	9.55
Total	14.39	9.55

172 TAKE Solutions Limited

Notes forming part of Standalone Financial Statements

2.18 Trade Payables

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Trade payables: i. Total outstanding dues to micro enterprises and small enterprises ii. Total outstanding dues to creditors other than micro enterprises and small enterprises	0.93 44.59	- 44.75
Total	45.52	44.75

The average credit period for the creditors ranges between 30 to 45 days.

The ageing of Trade payables as on March 31, 2023:

	₹ Mn	₹ Mn	₹ Mn	₹ Mn	₹ Mn	₹ Mn
Particulars	Outstanding for following periods from due date ofpayment					Total Trade Payables
	Not Yet Due	Less than 1 year	1-2 years	2-3 years	More than 3 years
(i) MSME	-	0.93	-	-	-	0.93
(ii) Others	0.22	43.40	0.60	0.37	-	44.59
(iii)Disputed dues - MSME	-	-	-	-	-	-
(iv)Disputed dues - Others	-	-	-	-	-	-
Total	0.22	44.33	0.60	0.37	-	45.52

The ageing of Trade payables as on March 31, 2022:

	₹ Mn	₹ Mn	₹ Mn	₹ Mn	₹ Mn	₹ Mn
Particulars	Outstanding for following periods from due date ofpayment					Total Trade Payables
	Not Yet due	Less than 1 year	1-2 years	2-3 years	More than 3 years
(i) MSME	-	-	-	-	-	-
(ii) Others	-	43.42	1.33	-	-	44.75
(iii)Disputed dues – MSME	-	-	-	-	-	-
(iv)Disputed dues – Others	-	-	-	-	-	-
Total	-	43.42	1.33	-	-	44.75

Disclosure as required under Micro Small and Medium Enterprises Development Act, 2006

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Particulars As at March As at March
31, 2023 31, 2022
₹ Mn
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Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn

Dues remaining unpaid to any supplier Principal Interest on the above Amount of interest paid in terms of section 16 of the MSMED Act, 2006, along with the amount of the payment made to the supplier beyond the appointed day during each accounting year. Amount of interest due and payable for the period of delay in making payment (which has been paid but beyond the appointed day during the year) but without adding the interest specifed under the MSMED Act, 2006 Amount of interest accrued and remaining unpaid Amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues as above are actually paid to the small enterprise, for the purpose of disallowance as a deductible expenditure under section 23 of MSMED Act, 2006	0.93 - - - - -	- - - - - -

TAKE Solutions Limited 173

Notes forming part of Standalone Financial Statements

2.19 Other Financial Liabilities - Current

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Particulars As at March 31, 2023 As at March 31, 2022
₹ Mn
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Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn

Carried at amortised cost, unless otherwise mentioned Accrued Expenses Payable for CSR expenses* Employee benefts payables Financial guarantee contracts (carried at FVTPL) Other payables Unclaimed dividends (Refer Note (a) and (b) below)	2.75 1.38 0.55 0.45 41.69 1.72	12.13 5.28 0.50 1.30 15.86 2.40
Total	48.54	37.47

Movement in payable for CSR expenses

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Opening Balance Provided during the year Less: Utilised duringtheyear	5.28 - 3.90	- 5.28 -
ClosingBalance	1.38	5.28

a. Unclaimed dividend as on March 31, 2022 includes amount of ₹0.16 Mn pertaining to second interim dividend for the year 2014-15 due to be transferred to Investor Education and Protection Fund (IEPF) on 14th March, 2022. The transfer of the same could not be made due to technical difficulties in electronic filing of the requisite forms. The company has made a successful transfer of the above dividend to IEPF on 21st May, 2022.

b. During the year, the Company has transferred ₹0.26 Mn to IEPF and subsequent to the financial year, a sum of ₹0.14 Mn has been transferred to IEPF. There has been no delay in transferring the amounts due to be transferred to IEPF. Further for the year ended March 31, 2023, dividend claimed by the shareholders is ₹0.28 Mn.

2.20 Other Current Liabilities

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Statutorydues	44.68	16.96
Total	44.68	16.96

2.21 Provisions- Current

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Provision for employee benefts Gratuity Compensated absences	0.35 0.09	0.52 0.31
Total	0.44	0.83

2.22 Revenue from Operations

Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
	₹ Mn
Income from sale of services	562.25	180.00
Total	562.25	180.00

174 TAKE Solutions Limited

Notes forming part of Standalone Financial Statements

2.23 Other Income

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Particulars For the year ended For the year ended
March 31, 2023 March 31, 2022
₹ Mn
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Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
	₹ Mn

(a) Interest On loans carried at amortised cost On Income Tax Refund (b) Other non-operating Income Corporate guarantee commission Share of Proft/(loss) from Navitas LLP Reversal of ECL Miscellaneous income (c) Other Gain and Losses* Foreign exchange gain / (loss), (net)	26.04 0.79 1.31 (0.05) 60.71 0.03 1.82	65.65 1.30 18.76 38.21 - 12.32 36.49
Total	90.65	172.73

Loans given to related parties

2.24 Cost of Revenue

Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
	₹ Mn
Services cost	459.35	156.30
Total	459.35	156.30

2.25 Employee Benefit Expenses

Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
	₹ Mn
Salaries and allowances Contributions to provident fund and other funds Gratuity and other retirement benefts Expense on employee stock option scheme Staf welfare expenses	27.42 1.37 (1.99) - 0.95	40.04 1.82 1.93 0.22 0.70
Total	27.75	44.71

2.26 Finance Cost

Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
	₹ Mn
Interest expense on lease liability Interest expense – Others	1.96 4.19	2.85 -
Total	6.15	2.85

TAKE Solutions Limited 175

Notes forming part of Standalone Financial Statements

2.27 Depreciation and amortisation

Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
	₹ Mn
Depreciation of Property, Plant and Equipment Amortization of intangible assets Amortisation of right of use assets	3.15 0.02 7.94	3.84 0.02 8.43
Total	11.11	12.29

2.28 Other Expenses

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Particulars For the year ended For the year ended
March 31, 2023 March 31, 2022
₹ Mn
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Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
	₹ Mn

Repairs and maintenance Marketing expenses Meeting and conference Legal and professional charges Rent Rates and taxes Communication expenses Commission Expenses and Sitting Fees Insurance expenses Ofce expenses Electricity expenses Expenses on corporate social responsibility# Travelling and conveyance Subscription charges Bad debts and provision for expected credit losses Postage and courier Printing and stationery Bank charges Books and periodicals Loss on Remeasurement of Lease liability Auditor’s remuneration*	5.37 0.59 0.04 18.80 4.98 2.46 1.92 0.70 3.35 0.17 1.35 - 1.81 0.14 2.46 0.09 0.20 0.68 0.01 0.13 1.90	5.01 0.60 - 53.02 3.91 3.64 2.01 10.70 4.96 0.09 0.85 5.28 1.43 0.12 17.18 0.04 0.11 0.16 0.01 - 3.58
Total	47.15	112.70

*Auditor’s Remuneration

Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
	₹ Mn
Audit fees (including limited review) Tax Audit Reimbursement of expenses Other Services	1.90 - - -	3.00 0.25 0.28 0.05
Total	1.90	3.58

# Corporate Social Responsibility (CSR)

176 TAKE Solutions Limited

Notes forming part of Standalone Financial Statements

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Particulars For year ended March For year ended March
31,2023 31,2022
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Particulars	For year ended March 31,2023	For year ended March 31,2022

(a) Gross amount required to be spent by the Company during the year – (₹ Mn) (b) Amount spent in cash during the year on: (i) Construction/acquisition of any asset (ii) On purposes other than (i) above (c) Excess / (Shortfall) at the end of the year - (₹ Mn) (d) Balance of previous years shortfall (net of current year’s disbursements) - (₹ Mn) (e) Reason for shortfall (f) Nature of CSR activities (activities as per Schedule VII) (g) Details of related party transactions (h) Where a provision is made with respect to a liability incurred by entering into a contractual obligation	Not Applicable - - - (1.38) Projects are identifed and moneys have been kept in separate bank account to be utilised within 3 years NA NA NA	5.28 - - (5.28) - Projects are identifed and moneys have been kept in separate bank account to be utilised within 3 years On-going projects undertaken through registered society or registered trust NA Provision in full is provided in books

2.29 Exceptional Item

Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
	₹ Mn
Loss on Impairment*	54.42	51.42
Total	54.42	51.42

During the year financial year 2022-23 Deemed Investments of ₹ 54.42 Mn has been impaired and shown as exceptional item.
During the year financial year 2021-22 loan given to its subsidiary (TAKE Solutions Limited ESOP Trust) of ₹ 51.42 Mn has been impaired and shown as exceptional item.

2.30 Profit/(Loss) from discontinued operations

(a) During FY 2021-22, the lender banks of one of the subsidiaries viz. TAKE Solutions Global Holdings Pte. Ltd. Singapore (TAKE Ghpte) cancelled and recalled the credit facilities of ₹ 4630 Mn (approx.) in TAKE Ghpte and had initiated disposal of equity share investments in TAKE Ghpte held and pledged by the company to recover their dues by appointing the receivers. Subsequently, during May 2022 the receivers have sold the equity shares to a special purpose vehicle of H.I.G Capital Partners LLC (the SPV) for a total purchase consideration of USD 80.00 Mn. Out of the consideration of USD 80 Mn, USD 65.00 Mn has been appropriated towards settling secured liabilities and after deducting the consideration towards enforcement cost and other requirements, only a sum of USD 5.01 Mn(₹ 379.14 Mn) is due to TAKE Solutions Limited which is lower than net assets carrying amount of ₹ 3803.22 Mn.

The resultant impairment loss of ₹ 3424.08 Mn was fully provided for in the books of account during FY 2021-22. In addition to above, the company has also fully impaired the loans and other assets aggregating to ₹ 1320 Mn receivable from TAKE Ghpte during FY 2021-22. The above impairment loss and the financial transactions from the date of classification of the same with the disposal group held for sale have been recognised under discontinued operations. In the absence of requisite information, the financial results for the previous period could not be re-presented to include the total financial transactions pertaining to the discontinued operation for the financial year as a whole.

(b) During the year ended March 31, 2023, out of net purchase consideration of ₹ 379.14 Mn accrued to the company, a sum of ₹ 82.17 Mn is yet to be realised and since the management is confident of recovering the balance amount, no provision is required against the same.

TAKE Solutions Limited 177

Notes forming part of Standalone Financial Statements

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Particulars For the year ended For the year ended
March 31, 2023 March 31, 2022
₹ Mn
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Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
	₹ Mn

Commission on Corporate Guarantee Interest Income on Related party Loan Total Income Impairment recognized for diminution on investments and loans & Advances (net) Total Expenses Proft/(Loss) before tax from discontinued operations Tax Expense -On ordinary activities attributable to discontinued operations	- -	5.41 17.22
	- -	22.63 4,739.57
	- -	4,739.57 (4,716.94) 3.55
Proft/(Loss) from discontinued operations (after tax)	-	(4,720.49)

3. Earnings Per Share (EPS)

Particulars	For the year ended March 31, 2023	For the year ended March 31, 2023	For the year ended March 31, 2022	For the year ended March 31, 2022
Basic 1. Opening number of shares 2. Closing number of shares 3. Weighted average number of shares 4. Proft / (loss) available for equity shareholders from continuing operations (₹ Mn) 5. Proft / (loss) available for equity shareholders from discontinued operations (₹ Mn) 6. Basic EPS (in ₹) from continuing operations 7. Basic EPS (in ₹) from discontinuing operations 8. Nominal value of share (in ₹)	147,934,000 147,934,000 147,934,000 42.85 - 0.29 - 1.00		147,934,000 147,934,000 147,934,000 (51.20) (4,720.49) (0.35) (31.91) 1.00

Particulars		For the year ended March 31, 2023		For the year ended March 31, 2022
Diluted 1. Weighted average number of potential equity shares 2. Proft / (loss) available for equity shareholders from continuing operations (₹ Mn) 3. Proft / (loss) available for equity shareholders from discontinued operations (₹ Mn) 4. Diluted EPS (in ₹) from continuing operations 5. Diluted EPS (in ₹) from discontinuing operations 6. Nominal value of share (in ₹)		147,934,000 42.85 - 0.29 - 1.00		147,934,000 (51.20) (4,720.49) (0.35) (31.91) 1.00
4. Contingent Liabilities

Particulars	Particulars	As at March 31, 2023	As at March 31, 2022
		₹ Mn
a.	In respect of Income tax demands where the Company has fled appeal before various authorities*	24.32	3.61
b.	The Company has given a fnancial guarantee in relation to a working capital loan & term loans availed bythe whollyowned subsidiaries	332.57	5,215.08

TAKE Solutions Limited

178

Notes forming part of Standalone Financial Statements

The amounts presented above is the gross estimated liability. Amount paid under protest is ₹ Nil (Nil). The ongoing disputes pertain to various assessment years from 2011-12 to 2018-19. The matters under dispute pertain to transfer pricing, tax treatment of product development expenses claimed as deductions, or allowances and Section 14A disallowance. These demands are being contested by the Company based on management evaluation, advice of tax consultants and legal advice obtained. No provision has been made in the books of accounts. The Company has filed appeals against such orders with the appropriate authorities. The Company has received notices and inquiries from income tax authorities related to the Company’s operations in the jurisdictions it operates in. The Company has evaluated these notices, responded appropriately, and believes there are no financial statement implications as on date.

The Management believes that in respect of the enforced sale of TAKE Ghpte and its subsidiaries as stated in Note No 2.30, the Company is not liable for the negative outcome from any of the ongoing disputes as on March 31, 2022 or to settle any claims pertaining to the period ending before March 31, 2022.

5. Disclosure pursuant to Ind AS 19 “Employee Benefits”

Defined Contribution plans:

Employers Contribution to Employees Provident Fund recognized as expense for the year is Rs.1.37 Mn (Previous Year- ₹1.82 Mn)

 Defined Benefit plans:

The Company has two Defined Benefit Plans – Gratuity & Leave Encashment -Unfunded

The Company operates a gratuity plan covering qualifying employee. The benefit payable is the greater of the amount calculated as per the Payment of Gratuity Act, 1972 or the Company scheme applicable to the employee.

Change in Present value in defined benefit obligation

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Particulars For the year ended For the year ended
March 31, 2023 March 31, 2022
₹ Mn
Present value of defined benefit obligation at the beginning of the year 4.92 5.53
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Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
	₹ Mn
Present value of defned beneft obligation at the beginning of the year	4.92	5.53
Interest cost Current service cost Past Service Cost Liability Transferred In Liability Transferred Out (Beneft paid directly by the Employer) Actuarial (gain)/loss on obligation	0.18 0.18 - - - (4.91) 0.59	0.14 0.40 - - - (0.24) (0.91)
Present value of defned beneft obligation at the end of theyear	0.96	4.92

Amount recognized in the Balance Sheet

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Present value of defned beneft obligation at the end of the year Fair Value ofplan assets as at the end of theyear	0.96 -	4.92 -
Net obligation as at the end of theyear	0.96	4.92

Net Gratuity cost

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Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
	₹ Mn
Recognized in Statement of Proft and Loss
Services Cost (including Past Service Cost) Interest Cost (Net of Interest Income)	0.18 0.18	0.14 0.40
Total	0.36	0.54
Recognized in Other Comprehensive Income (OCI) Re-measurement due to changes in the present value resulting from experience adjustments	0.59	(0.91)
Gratuity Cost in Total Comprehensive Income	0.95	(0.37)

TAKE Solutions Limited

179

Notes forming part of Standalone Financial Statements

Remeasurement of the net defined benefit liability recognised in other comprehensive income

Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
	₹ Mn
Actuarial (Gain)/Losses due to Demographic Assumption changes Actuarial (Gain)/Losses due to Financial Assumption changes Actuarial (Gain)/Losses due to Experience Return on plan assets, excluding amount recognised in net interest expense / income	(0.02) - 0.61 -	(0.03) (0.12) (0.76) -
Net (income)/expense for theperiod recognised in OCI	0.59	(0.91)

For determination of the liability of the Company, the following actuarial assumptions were used:

Particulars	Gratuity	Gratuity
	For the year ended March 31, 2023	For the year ended March 31, 2022
Expected return on Plan Assets Discount rate Salary escalation rate Attrition rate	NA 7.34% 10.00% 25.00%	NA 7.49% 10.00% 8.33%

The following payments are expected contributions to the projected benefit plan in future years:

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Particulars For the year ended For the year ended
March 31, 2023 March 31, 2022
₹ Mn
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Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
	₹ Mn

Within 1 Year 1 to 2 Years 3 to 4 Years 4 to 5 Years 5 to 6 Years 6 to 10 Years Above 10 Years	0.35 0.12 0.05 0.05 0.04 0.27 0.22	0.59 0.31 0.48 0.29 0.23 1.98 6.30

Sensitivity Analysis of significant actuarial assumption

Sensitivity Analysis of signifcant actuarial assumption	Sensitivity Analysis of signifcant actuarial assumption	Sensitivity Analysis of signifcant actuarial assumption	Sensitivity Analysis of signifcant actuarial assumption	Sensitivity Analysis of signifcant actuarial assumption
Signifcant actuarial assumptions for the determination of the defned beneft obligation are discount rate and expected salary increase. The sensitivity analysis below has been determined based on reasonably possible changes of the assumptions occurring at the end of the reporting period, while holding all other assumptions constant. The results of sensitivityanalysis isgiven below:
Particulars	March 31, 2023		March 31, 2022
	1%	-1%	1%	-1%
Discount rate (% change compared to base due to sensitivity) Salary Growth Rate (% change compared to base due to sensitivity) Attrition/Withdrawal Rate (% change compared to base due to sensitivity)	(1.59%) 1.46% (0.28%)	1.68% (1.41%) 0.29%	(7.26%) 3.75% 0.54%	8.30% (3.38%) (0.60%)

180 TAKE Solutions Limited

Notes forming part of Standalone Financial Statements

These plans typically expose the Company to actuarial risks such as: investment risk, interest rate risk, longevity risk and salary risk.

These plans typically expose the Company to actuarial risks such as: investment risk, interest rate risk, longevity risk and salaryrisk.	These plans typically expose the Company to actuarial risks such as: investment risk, interest rate risk, longevity risk and salaryrisk.
Interest risk	A decrease in the bond interest rate will increase the plan liability
Longevity risk	The present value of the defned beneft plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.
Salary risk	The present value of the defned beneft plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.
Regulatory Risk	Legislative risk is the risk of increase in the plan liabilities or reduction in the plan assets due to change in the legislation / regulation. The government may amend the Payment of Gratuity Act thus requiring the companies to pay higher benefts to the employees. This will directly afect thepresent value of the Defned Beneft Obligation
In respect of the above plans, the most recent actuarial valuation of the present value of the defned beneft obligation was carried out as at 24 May 2023 by a member frm of the Institute of Actuaries of India. The present value of the defned beneft obligation, and the related current service cost and past service cost, were measured using the projected unit credit method.

Compensated absences note:

(i) Amount recognised in the Balance Sheet

Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
	₹ Mn
Present value of defned beneft obligation at the end of the year Fair Value of plan assets as at the end of the year	0.93 NA	4.39 NA
Net obligation as at the end of the year	0.93	4.39

(ii) For determination of the liability of the Company, the following actuarial assumptions were used:

Particulars	Leave Encashment	Leave Encashment
	For the year ended March 31, 2023	For the year ended March 31, 2022
Expected return on Plan Assets Discount rate Salary escalation rate Attrition rate	NA 7.34% 10.00% 25.00%	NA 7.49% 10.00% 8.33%

TAKE Solutions Limited 181

Notes forming part of Standalone Financial Statements

6. Related Party Disclosure

Related Party Disclosure for the year ended March 31, 2023

List of Related Parties

Holding Company
TAKE Solutions Pte Ltd, Singapore
Subsidiaries (held directly)
Ecron Acunova Limited, India
TAKE Solutions Global Holdings Pte Ltd, Singapore (classified as assets held for sale w.e.f. January 1, 2022) {Ceased w.e.f. 1st April 2022}
TAKE Solutions Limited ESOP Trust, India
Navitas LLP, India
TAKE Consultancy Services Inc., USA (w.e.f. August 15, 2022)
Subsidiaries (held indirectly)
TAKE Enterprise Services Inc., USA (classified as assets held for sale w.e.f. January 1, 2022) {Ceased w.e.f. 1st April 2022}
NLS Holdings SG Pte Ltd, Singapore (Previously known as TAKE Solutions Information Systems Pte Ltd,) (classified as assets held for sale w.e.f. January 1, 2022) {Ceased w.e.f. 1st April 2022}
Navitas, Inc., USA (classified as assets held for sale w.e.f. January 1, 2022) {Ceased w.e.f. 1st April 2022}
Navitas Lifesciences S.A.S., Colombia (classified as assets held for sale w.e.f. January 1, 2022) {Ceased w.e.f. 1st April 2022}
Navitas Life Sciences Holdings Limited, UK (classified as assets held for sale w.e.f. January 1, 2022) {Ceased w.e.f. 1st April 2022}
Navitas Life Sciences Limited, UK (classified as assets held for sale w.e.f. September 21, 2021) {Ceased w.e.f. 1st April 2022}
Navitas Life Sciences Services Inc, USA (classified as assets held for sale w.e.f. September 21, 2021) {Ceased w.e.f. 1st April 2022}
Intelent Inc., USA (classified as assets held for sale w.e.f. January 1, 2022) {Ceased w.e.f. 1st April 2022}
TAKE Innovations Inc., USA (classified as assets held for sale w.e.f. January 1, 2022) {Ceased w.e.f. 1st April 2022}
Acunova Life Science Inc., USA (Dissolved w.e.f. March 07, 2023)
Navitas Life Sciences Company Limited, Thailand (Ceased w.e.f. January 1, 2023)
Navitas Life Sciences SG Pte Ltd., Singapore (classified as assets held for sale w.e.f. January 1, 2022) {Ceased w.e.f. 1st April 2022}
Navitas Life Sciences Services Limited, UK (classified as assets held for sale w.e.f. January 1, 2022) {Ceased w.e.f. 1st April 2022}
Navitas Life Sciences LLC, Russia (classified as assets held for sale w.e.f. January 1, 2022) {Ceased w.e.f. 1st April 2022}

 Key Management Personnel and Independent Directors

Mr. N. Kumar – Chairman and Independent Director (Resigned w.e.f. 29-06-2022)
Mr. Srinivasan H.R. – Vice Chairman and Managing Director (Resigned w.e.f. 27-06-2022), Non-Executive Director (Appointed w.e.f. 30-06-2022)
Ms. Uma Ratnam Krishnan – Independent Director (Resigned w.e.f. 30-06-2022)
Mr. Venkataraman Murali – Independent Director (Resigned w.e.f. 29-06-2022)
Mr. Balasubramanian Srinivasan-Independent Directors (Resigned w.e.f. 30-06-2022)
Ms. N.S. Shobana (Cessation w.e.f. 29-04-2022), Executive Director (Appointed w.e.f. 18-08-2022)
Mr. Lalit Mahapatra – Chief Financial Officer (Resigned w.e.f. 30-06-2022)
Mr. V. Venkatesan – Chief Financial Officer (Appointed w.e.f. 30-12-2022)
Mr. Srinivasan P – Company Secretary (Appointed w.e.f. 18-01-2021)
Mr. Raghavendra Seetharam SrivatsaIndependent Director (Resigned w.e.f. 30-06-2022) 11. Mr. Chella Gowrishankar - Non-Executive Director (Appointed w.e.f. 30-06-2022)
Mr. Ramesh Gopal – Independent Director (Appointed w.e.f. 30-06-2022)
Mr. Rangasami Seshadri - Independent Director (Appointed w.e.f. 27-09-2022)
Mr. Chandrasekaran Nagarajan - Independent Director (Appointed w.e.f. 27-09-2022)
Ms. Kiran Sharma – Independent Director (Appointed w.e.f. 14-02-2023)

 Companies in which promotor has substantial interest

Asia Global Trading (Chennai) Private Limited

The Company’s material related party transactions and outstanding balances are with related parties with whom the Company routinely enters into transactions in the ordinary course of business.

182 TAKE Solutions Limited

Notes forming part of Standalone Financial Statements

Remuneration to KMP*

Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
	₹ Mn
P. Srinivasan N.S. Shobana	4.33 0.11	4.60 0.90

Does not include defined benefit costs (gratuity and leave salary). Actuarial valuation for defined benefit has been obtained for the pool of employees including the KMPs and provided as defined benefits of employees in the books. Hence liability for defined benefit obligations for KMPs as an individual employee is not ascertainable.

Transactions during the year (other than Remuneration to KMP)

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Particulars For the year ended For the year ended
March 31, 2023 March 31, 2022
₹ Mn
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Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
	₹ Mn

Commission - Independent Directors Key Management Personnel Interest Income Ecron Acunova Limited TAKE Solutions Global Holdings Pte Ltd Other Income DATA Ceutics Inc Ecron Acunova Limited KAI Research Inc Navitas Inc, Princeton Navitas Life Sciences Limited Navitas LLP TAKE Solutions Global Holdings Pte Ltd Revenue TAKE Consultancy Services Inc Share of Proft / (Loss) from LLP Navitas LLP Loans given Ecron Acunova Limited Investments made Ecron Acunova Limited# TAKE Consultancy Services Inc Amount Received from Promotor group company (Net)* Asia Global Trading (Chennai) Private Limited	(5.00) 26.04 - - 1.31 - - - - - 20.43 (0.05) 439.05 1,173.15 80.94 41.20	5.00 13.73 69.14 5.88 2.04 3.47 1.77 0.65 0.89 21.24 - 38.22 - - - -

Provision recognised in FY 2021-22 has not been paid and reversed in FY 2022-23.

Upon converting principal, interest accrued on loans given to EAL. (Refer Foot Note 2 to Note No.2.2)

TAKE Solutions Limited 183

Notes forming part of Standalone Financial Statements

Balances outstanding with Related Parties

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Particulars For the year ended For the year ended
March 31, 2023 March 31, 2022
₹ Mn
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Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
	₹ Mn

Financial Assets - Closing balance (net of ECL) Loans Ecron Acunova Limited Other Financial Assets DATA Ceutics Inc Ecron Acunova Limited KAI Research Inc Navitas Inc, Princeton Navitas Life Sciences Inc Navitas LLP Financial Liability- Closing balance Ecron Acunova Limited Asia Global Trading (Chennai) Private Limited Corporate Guarantee given on behalf of entities where control exists* Ecron Acunova Limited Navitas LLP TAKE Solutions Global Holdings Pte Ltd	- - 381.25 - - - - 0.90 41.20 245.18 87.39 -	403.21 0.41 10.00 0.38 0.12 0.05 371.85 2.20 - 405.81 179.27 4,630.00

Dividend paid to Holding Company ₹Nil (₹Nil) Dividend paid to ESOP Trust ₹Nil (₹Nil)

Disclosed to the extent of the borrowings outstanding as on Balance Sheet date

7. Leases

The following is the movement in lease liabilities:

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Particulars As at March 31, 2023 As at March 31, 2022
₹ Mn
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Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn

Opening Balance of lease liabilities Add: Interest on Lease Liability Less: Payment of lease liabilities	23.86 1.96 (7.67)	32.02 2.85 (11.01)
Closing Balance of lease liabilities	18.15	23.86

The table below provides details regarding the contractual maturities of lease liabilities as on March 31, 2023

(₹ Mn)

Particulars	Undiscounted Basis	Discounted Basis
Not later than one year Later than one year but not later than fve years Later than 5years	15.34 3.84 -	14.39 3.76 -
Total	19.18	18.15

184 TAKE Solutions Limited

Notes forming part of Standalone Financial Statements

The table below provides details regarding the contractual maturities of lease liabilities as on March 31, 2022

(₹ Mn)	(₹ Mn)	(₹ Mn)
Particulars	Undiscounted Basis	Discounted Basis
Not later than one year Later than one year but not later than fve years Later than 5 years	8.54 17.70 -	9.55 14.31 -
Total	26.24	23.86

Qualitative Disclosures - Lease Liability:

8. Financial Instruments

(a) Capital Management

The Company’s capital management is intended to maximise the return to shareholders for meeting the longterm and short-term goals of the Company through the optimisation of the debt and equity balance.

The Company determines the amount of capital required on the basis of annual and long-term operating plans and strategic investment plans. The funding requirements are met through equity and long-term/short-term borrowings.

The Company monitors the capital structure on the basis of Net debt to equity ratio and maturity profile of the overall debt portfolio of the Company.

For the purpose of the capital management, capital includes paid up equity share capital, securities premium and all other reserves attributable to the equity shareholders. Net debt includes all the long-term and short-term borrowings net off cash and cash equivalents.

The following table summarises the capital of the Company:

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Debt Cash and cash equivalents Total Net debt (I) Total Equity (II) Net debt to capital ratio	- 62.23	- 25.36
	Nil 3,027.75 NA	Nil 2,984.44 NA

(b) Accounting Classification and Fair Values

Carrying amounts and fair values of financial assets and financial liabilities are presented below. It does not include the fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

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As at March 31, 202 3 Carrying amount
Particulars Amortised Cost At Cost FVTPL FVTOCI Total
₹ Mn
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As at March 31, 2023	Carrying amount	Carrying amount	Carrying amount	Carrying amount	Carrying amount
Particulars	Amortised Cost	At Cost	FVTPL	FVTOCI	Total
	₹ Mn

Non-current (i) Investments • Investments in Equity Instruments • Deemed Investments (ii) Other fnancial assets Current (i) Cash and cash equivalents (ii) Other bank balances (iii) Other fnancial assets	- - 7.22 62.23 3.10 463.42	2,404.09 6.92 - - - -	- 14.61 - - - - -	- - - - - - -	2,404.09 21.53 7.22 62.23 3.10 463.42
Total fnancial assets	535.97	2,411.01	14.61	-	2,961.59

TAKE Solutions Limited 185

Notes forming part of Standalone Financial Statements

Financial liabilities Non-current (i) Lease liabilities (ii) Other fnancial liabilities Current (i) Trade payables (ii) Lease liabilities (iii) Other fnancial liabilities	3.76 - 45.52 14.39 48.09	- - - - -	- 0.45 - - 0.45	- - - - -	3.76 0.45 45.52 14.39 48.54
Total fnancial liabilities	111.76	-	0.90	-	112.66

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As at March 31, 2022 Carrying amount
Particulars Amortised Cost At Cost FVTPL FVTOCI Total
₹ Mn
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As at March 31, 2022	Carrying amount	Carrying amount	Carrying amount	Carrying amount	Carrying amount
Particulars	Amortised Cost	At Cost	FVTPL	FVTOCI	Total
	₹ Mn

Non-current (i) Investments • Investments in Equity Instruments • Deemed Investments (ii) Other fnancial assets Current (i) Trade receivables (ii) Cash and cash equivalents (iii) Other bank balances (iv) Loans (v) Other fnancial assets	- - 7.78 43.04 25.36 2.40 403.21 381.71	1,470.90 61.30 - - - - - -	- 14.61 - - - - - -	- - - - - - - -	1,470.90 75.91 7.78 43.04 25.36 2.40 403.21 381.71
Total fnancial assets	863.50	1,532.20	14.61	-	2,410.31
Financial liabilities Non-current (i) Lease liabilities (ii) Other fnancial liabilities Current (i) Trade payables (ii) Lease liabilities (iii) Other fnancial liabilities	14.31 - 44.75 9.55 36.17	- - - - -	- 0.90 - - 1.30	- - - - -	14.31 0.90 44.75 9.55 37.47
Total fnancial liabilities	104.78	-	2.20	-	106.98

Fair value hierarchy

Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and
Level 3 inputs are unobservable inputs for the asset or liability.
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;

186 TAKE Solutions Limited

Notes forming part of Standalone Financial Statements

Particulars	As at March 31, 2023	As at March 31, 2023	As at March 31, 2023	As at March 31, 2023
	₹ Mn
	Carrying Amount	Level 1	Level 2	Level 3
Financial Assets Deemed Investments on fnancial guarantee contracts carried at FVTPL Financial Liability Financial Corporate Guarantees Carried at FVTPL	14.61 0.90	- -	- -	14.61 0.90

Particulars	As at March 31, 2022	As at March 31, 2022	As at March 31, 2022	As at March 31, 2022
	₹ Mn
	Carrying Amount	Level 1	Level 2	Level 3
Financial Assets Deemed Investments on fnancial guarantee contracts carried at FVTPL Financial Liability Financial Corporate Guarantees Carried at FVTPL	14.61 2.20	- -	- -	14.61 2.20

The following table provides the fair value measurement hierarchy of the Company’s assets and liabilities

(c) Financial Risk Management Policies

The Company is exposed primarily to fluctuations in foreign currency exchange rates, credit, liquidity and interest risks, which may adversely impact the fair value of its financial instruments. The Company has a risk management policy which covers risks associated with the financial assets and liabilities. The risk management policy is approved by the Board of Directors. The focus of the risk management committee is to assess the unpredictability of the financial environment and to mitigate potential adverse effects on the financial of the Company.

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Item Primarily affected by Risk management policies
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Item	Primarily afected by	Risk managementpolicies

Market risk – Currency risk	Foreign currency transactions, its outstanding balances and exposure towards trade payables, exports, and long-term borrowings.	Mitigating foreign currency risk using foreign currency forward contracts, option contracts and currencyswaps.
Market risk – Interest rate risk	Change in market interest rates	Maintaining a combination of fxed and foating rate debt; interest rate swaps for long-term borrowings; cash managementpolicies
Market risk - Price risk	Change in prices of commodity and value of equityinstruments	Monitoring forecasts of cash fows; diversifcation of portfolio
Credit risk	Ability of customers or counterparties to fnancial instruments to meet contractual obligations	Credit approval and monitoring practices; counterparty credit policies and limits; arrangements with fnancial institutions
Liquidity risk	Fluctuations in cash fows	Preparing and monitoring forecasts of cash fows; cash management policies; multiple-year credit and bankingfacilities

(i) Market Risk

The Group’s exposure to market risk is primarily on account of foreign currency exchange rate risk.

 Exposure to Currency Risk

Exposure in different currencies converted to functional currency i.e. ‘₹’.

The following significant exchange rates have been applied during the year:

Particulars	Year-end closing rate	Year-end closing rate
	March 31, 2023	March 31, 2022
USD – INR : Average Rate USD – INR : ClosingRate	80.323 82.169	74.545 75.655

TAKE Solutions Limited

187

Notes forming part of Standalone Financial Statements

Foreign currency risk from financial instruments as of:

Particulars	31st March, 2023
	₹ Mn
Net Financial Assets (USD denominated assets) Net Financial Liabilities	82.17 -
Net Assets/(Liabilities)	82.17

Sensitivity Analysis:

A reasonably possible 5% strengthening (weakening) of foreign currencies against Indian Rupee during the year FY 202223 would have affected profit or loss as per the amounts shown below:

Efect INR	Forex strengthening	Forex weakening
	₹ Mn
During the year 2022-23 Proft - increase/(decrease)	4.11	(4.11)

(ii) Interest rate risk

Company’s interest rate risk arises from borrowings and investment in short-term deposits. The Company adopts a policy to ensure that company maintains a combination of fixed and floating rate debt. However, the Company does not have any borrowings or short- term deposits; it is not exposed to interest rate risk.

(iii) Credit Risk

Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its investing activities including deposits with banks.

The gross carrying amount of financial assets, net of any impairment losses recognised represents the maximum credit exposure.

Particulars	As at March 31, 2023	As at March 31, 2022
	₹ Mn
Trade receivables Cash and cash equivalents and other bank balances Loans Other fnancial assets	- 65.33 - 470.64	43.04 27.76 403.21 389.49
Total	535.97	863.50

 Trade Receivable

(i) Trade receivables are typically unsecured and are derived from revenue earned from customers. The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer

(ii) Trade receivables are impaired in the year when recoverability is considered doubtful based on the recovery analysis performed by the company for individual trade receivables.

(iii) The Company is exposed to customers with high credit ratings assigned by domestic credit rating agencies.

(iv) Management estimates of expected credit loss for the Trade Receivables are provided below:

	Overdueperiod	Overdueperiod	Overdueperiod	Overdueperiod	Overdueperiod	Overdueperiod
Particulars	Less than 6 months	6 months - 1 year	1-2 years	2-3 years	More than 3 years	Not Due
Trade Receivables	1.00%	5.00%	10.00%	15.00%	15.00%	0.50%

188 TAKE Solutions Limited

Notes forming part of Standalone Financial Statements

 Cash and cash equivalents

Credit risk on cash and cash equivalents is limited as the Company generally invests in deposits with banks and financial institutions with high credit ratings assigned by domestic credit rating agencies. Counterparty 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. One bank (PY - two banks) individually accounted for more than 10% of the

Company’s deposits and bank balances for the years ended 31 March 2023 and 31 March 2022. None of the other financial instruments of the Company result in material concentration of credit risk.

 Other Financial Assets

Substantial part of other financial assets are due from subsidiaries and from other company (towards sale of investments) whose credit risk is very limited. Where Management estimates any major risk with respect to its recovery, financial loss on financial assets is estimated and impaired.

The details of changes in allowance for credit losses during the year ended 31st March, 2023 and 31st March, 2022 for trade receivables are as follows:

Movement of allowances of credit loss	For the year ended 31st March, 2023	For the year ended 31st March, 2022
	₹ Mn
Opening balance Provided during the year Reversals ofprovision	0.20 - (0.20)	0.05 0.19 (0.04)
Closing Balance	-	0.20

For the receivables impaired during the year, refer Note No 2.28

(iv) Liquidity Risk

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and

ensure that funds are available for use as per requirements. The Company also constantly monitors funding options available in the debt and capital markets with a view to maintain financial flexibility.

The table below summarizes the maturity profile remaining contractual maturity period at the balance sheet date for its financial liabilities based on the undiscounted cash flows.

As at March 31, 2023	Contractual cash fows - undiscounted	Contractual cash fows - undiscounted	Contractual cash fows - undiscounted	Contractual cash fows - undiscounted	Contractual cash fows - undiscounted
	Less than 1 year	1-3 years	3-5 years	More than 5 years	Total
	₹ Mn
Trade payables Lease Liability Other fnancial liabilities	45.52 15.34 48.54	- 3.84 0.45	- - -	- - -	45.52 19.18 48.99

	Contractual cash fows	Contractual cash fows	Contractual cash fows	Contractual cash fows	Contractual cash fows
As at March 31, 2022	Less than 1 year	1-3 years	3-5 years	More than 5 years	Total
	₹ Mn
Trade payables Lease Liability Other fnancial liabilities	44.75 8.54 37.47	- 17.70 0.90	- - -	- - -	44.75 26.24 38.37

9. Segment Reporting

Operating Segments are reported in a manner consistent with the reporting to the Chief Operating Decision Maker (CODM). The CODM as identified by the Board of Directors include the Executive and the other Directors but do not include the Independent Directors.

The company on a standalone basis operates in the business segment of promotion of services related to Life Sciences and hence there is only one business segment. The company on a standalone basis is primarily operating in India, which is considered as single geographical segment. Accordingly, segment information has not been separately disclosed.

TAKE Solutions Limited 189

Notes forming part of Standalone Financial Statements

10. Particulars in respect of loans and advances in the nature of loans to related parties as required by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Particulars	As at 31st March 2023	As at 31st March 2023	As at 31st March 2022	As at 31st March 2022
	Balance Outstanding	Maximum Balance during the FY	Balance Outstanding	Maximum Balance during the FY
	₹ Mn
Wholly Owned Subsidiaries Ecron Acunova Limited(1) TAKE Solutions Global Holdings Pte Ltd(2) TAKE Solution Limited ESOP Trust(3)	- - 51.42	842.25 - 51.42	403.21 - 51.42	403.21 1,179.39 51.42

Converted into investments during the year (Refer foot note 2 to Note No.2.2)
Impaired as on March 31, 2022. (Refer Note No 2.30)
Without considering ECL

11. Additional Disclosures

a) Details of Benami Property Held:

No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.

b) Wilful Defaulter

The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

C) Relationship With Struck Off Companies

The Company has no transactions with the companies struck off under Companies Act, 2013 or Companies Act, 1956.

d) Details of Crypto Currency Or Virtual Currency:

The Company has not traded or invested in crypto currency or virtual currency during the current or previous year

e) Compliance With Number of Layers Of Companies The Company has complied with the number of layers prescribed under the Companies Act, 2013.
f) Undisclosed Income

The company does not have any transaction 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).

g) Valuation of Property, Plant and Equipment & Intangible Asset

The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.

h) Registration of Charges or Satisfaction with Registrar of Companies

There are no charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the statutory period

i) Others

There are no funds that 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 persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall 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.

There have been no funds that have been received by the Company from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall 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.

190 TAKE Solutions Limited

Notes forming part of Standalone Financial Statements

Reasons for variance beyond 25%	Conversion of Loan given to Subsidiary into Investment.	Impairment Loss from discontinued operations	Increase in revenue from operations and quicker realisation	Increase in Cost of Revenue	Increase in Revenue from operations with lower working capital.	Impairment Loss from discontinued operations	Impairment Loss from discontinued operations	-
Variance	(60%)	90%	385%	41%	574%	2659%	91%	NA
For the year ended March 31, 2022	9.56	(89%)	5.39	7.93	0.19	(2651%)	(87%)	Nil
For the year ended March 31, 2023	3.85	1%	26.13	11.16	1.28	8%	4%	Nil
Denominator	Current Liabilities	Average Total Shareholders Funds	Average Trade Receivables	Average Trade payables	Working capital	Revenue from Operations	Average Capital employed	Time weighted average Investments
Numerator	Current Assets	Net Profts after Taxes	Revenue from Operations	Net Purchase of Services and other expenses	Revenue from Operations	Net Proft after Tax	Earnings before Interest and Taxes	Income generated from Investments
Ratio/Measure	Current Ratio	Return on Equity Ratio	Trade Receivables turnover ratio	Trade payables turnover ratio	Net capital turnover ratio	Net proft ratio	Return on Capital employed	Return on investment
S.No	1	2	3	4	5	6	7	8

TAKE Solutions Limited 191

Notes forming part of Standalone Financial Statements

13. Going Concern Assumption

The company has incurred huge loss for the year ended March 31, 2022 on account of recognition of impairment loss on certain financial assets consequent to the enforced sale during May, 2022 of 100% shareholding held in erstwhile subsidiary TAKE Solutions Global Holdings Pte Ltd by the receivers duly appointed by the lenders of the said subsidiary. The enforced sale of Wholly Owned Subsidiary has significantly impacted the revenue and business operations of the company and its subsidiaries. Further, during the year ended March 31, 2023, significant number of employees of Ecron Acunova Limited (EAL) and Navitas LLP (LLP) have resigned which could affect the future business operations and cash flows of EAL and LLP and the said entities have exposure to banks which have been guaranteed by the Company. Furthermore, the Company has significant unpaid statutory dues. These indicate the existence of a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern. However, the Company is exploring

various funding options for expansion and also expects improvement in the overall level of operations in the Generics Development Capabilities vertical as evidenced by capex and other expansion plans undertaken during the reporting period in the said business vertical. In view thereof and expecting favourable market conditions in future, the Audited Standalone Financial Statements have been prepared on a “going concern basis” and no adjustment has been made to the carrying value of assets and liabilities.

14. Subsequent Events

There are no significant subsequent events that would require adjustments or disclosures in the financial statements as on the balance sheet date.

15. Comparative Figures

Corresponding figures for previous year presented have been regrouped, where necessary, to conform to the current year’s classification.

For Sundar Srini & Sridhar Chartered Accountants Firm’s Registration Number: 004201S

For and on behalf of the Board of Directors of TAKE Solutions Limited

CIN: L63090TN2000PLC046338

V. Vijay Krishna Partner Membership Number: 216910

Srinivasan H R Non-Executive Director DIN: 00130277

N. S. Shobana Executive Director DIN: 01649318

Place: Chennai Date: May 29, 2023

V. Venkatesan Chief Financial Officer

P Srinivasan Company Secretary Membership No: F8391

192 TAKE Solutions Limited

Board of Directors

Mr. Srinivasan H R Mr. G. Ramesh Mr. R. Seshadri Dr. N. Chandrasekaran Ms. Kiran Sharma Mr. Chella Gowrishankar Ms. Shobana N S

Non-Executive Director Independent Non-Executive Director Independent Non-Executive Director Independent Non-Executive Director Independent Non-Executive Director Non-Executive Director Executive Director

Board Committees

Audit Committee

Mr. R. Seshadri - Chairperson Mr. G. Ramesh - Member Mr. Chella Gowrishankar - Member

Stakeholders Relationship Committee

Mr. Chella Gowrishankar - Chairperson Dr. N. Chandrasekaran - Member Ms. Shobana N S - Member

Nomination & Remuneration Committee Mr. G. Ramesh - Chairperson Mr. R. Seshadri - Member Mr. Srinivasan H R - Member

Corporate Social Responsibility Committee Mr. Srinivasan H R - Chairman Dr. N. Chandrasekaran - Member Ms. Shobana N S - Member

Risk Management Committee Ms. Shobana N S - Chairperson Mr. Srinivasan H R - Member Mr. G. Ramesh - Member

Company Secretary & Compliance Officer Mr. Srinivasan. P

Chief Financial Officer Mr. V Venkatesan

Corporate Identification Number L63090TN2000PLC046338

Registered Office

No 27, Tank Bund Road Nungambakkam, Chennai 600 034 www.takesolutions.com

Statutory Auditors

Sundar Srini & Sridhar Chartered Accountants I Floor, New No.9, Rajamannar Street, T. Nagar, Chennai-600017, India

Internal Auditor

Prasan & Associates (TAKE) ProLead Financial Services Private Limited (Ecron)

Bankers

Axis Bank Limited The Hongkong and Shanghai Banking Corporation Limited ICICI Bank Limited IndusInd Bank Limited Standard Chartered Bank

Registrar & Transfer Agents

Link Intime India Pvt Ltd. C-101, 247 Park, L B S Marg, Vikhroli West, Mumbai - 400 083

Secretarial Auditor

AKB & Associates Company Secretaries LLP I Floor, Rathna Electricals Building, No. 30, Raja Bather Street, T. Nagar, Chennai- 600 017

TAKE Solutions Limited 193

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194 TAKE Solutions Limited

AI assistant

Take Solutions Ltd — AGM Information 2023

60381_rns_2023-07-17_2c73b585-c730-4eff-bae3-56495b2d4403.pdf

July 17, 2023

Sub: Submission of Annual Report ‐ FY 2022‐23

For TAKE Solutions Limited

TAKE SOLUTIONS LIMITED

NOTICE OF THE TWENTY SECOND ANNUAL GENERAL MEETING OF THE SHAREHOLDERS

ORDINARY BUSINESS:

Srinivasan. P Company Secretary Membership No. FCS: 8391

Notes:

VOTING THROUGH ELECTRONIC MEANS

The instructions for Shareholders voting electronically and joining virtual meeting are as under:

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and nonindividual shareholders in demat mode.

For Physical shareholders and other than individual shareholders holding shares in Demat.

OTHER INSTRUCTIONS:

THE INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OVAM & E-VOTING DURING MEETING ARE AS UNDER: -

Srinivasan. P Company Secretary Membership No. FCS: 8391

Disclosure pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

TABLE OF CONTENTS

About TAKE Solutions

Our Credentials

Customer Base:

Regulatory Excellence:

Locations:

Competitive Advantage

Financial Highlights

Management Discussion & Analysis

Industry Outlook

GLOBAL ECONOMY

INDIAN ECONOMY

GLOBAL CLINICAL RESEARCH INDUSTRY

GENERICS INDUSTRY

BUSINESS HIGHLIGHTS

Risk Management

Aligning our Risk Management Policies with our long term goals

Enabling Effective Enterprise Risk Management

Proactive Risk Management

Board Oversight – Risk Management Committee

Key focus Areas During the Year

Internal control systems and their adequacy

Human Resources

Financial review

Results of operations

Employee cost

Depreciation

Finance cost

Taxation

Earnings per share

Share capital

Reserves and surplus

Borrowings

Working capital

Cash and bank balance

Ratio Analysis

Cash flow statement

STATUTORY SECTION

DIRECTORS’ REPORT

Dear Members,

1. Financial Performance Summary

2. Material changes and commitments affecting the financial position between the end of the financial year and date of the report

3. Company’s Performance

4. Management Discussion and Analysis Report

5. Dividend

6. Capital Structure:

7. Transfer to General Reserve

8. Holding Company

9. Subsidiaries, Joint Ventures and Associate Companies

10. Change in Nature of Business, if any

11. Particulars of loans, guarantees or investments

12. Related Party Transactions

13. Employee Stock Options Scheme

14. Foreign Exchange Earnings and Outgoings

15. Consolidated Financial Statements

16. Financials of the Company and its Subsidiaries

17. Other Disclosures

18. Corporate Governance

19. Internal Control And Its Adequacy:

20. Internal Audit

Take Solutions Ltd AGM Information 2023