Take Solutions Ltd — M&A Activity 2019

Mar 5, 2019

TECHNOLOGY ANALYTICS KNOWLEDGE ENTERPRISE

March 1, 2019

TAKE/BSE/2018-19

The Manager Dept. of Corporate Services-Listing Bombay Stock Exchange Limited, P. J. Towers, Dalal Street, Mumbai - 400001 Scrip Code: 532890

TAKE/NSE/2018-19

The Manager-Listing Department National Stock Exchange of India Limited Exchange Plaza, Bandra - Kurla Complex, Bandra (East), Mumbai - 400051 Symbol: TAKE

Sir/ Madam,

Sub: Intimation regarding Merger of Subsidiaries.

With reference to the captioned subject, please take note of the following mergers of Step-Down Subsidiaries of the Company in USA:

Transaction 1

Merger of:

• a) Astus Technolgies Inc, USA
• b) TAKE Dataworks Inc, USA
• c) TAKE Synergies Inc, USA

into its holding Company, namely TAKE Innovations Inc, USA (a step-down subsidiary of TAKE Solutions Ltd) w.e.f. February 22, 2019.

Transaction 2

·

Merger of Navitas Life Sciences Inc, USA with Navitas Inc, USA, both are direct subsidiaries of Navitas Lifesciences Holdings Ltd, UK (a (a step down subsidiary of TAKE Solutions Ltd) w.e.f. February 25, 2019.

Details in terms of SEBI (Listing and Disclosure Obligation Requirements) Regulations, 2015, read with SEBI circular No. CIR/CFD/CMD/4/2015 dated 9 th September 2015, are attached herewith as Annexure - I, II, Ill and IV of this intimation.

,, TAKE SOLUTIONS LIMITED

. , Registered & Corporate Office : No: 27, Tank Bund Road, Nungambakkam, (henna, - 600 034 • . � • CIN: L63090TN2000PLC046338; GSTIN: 33AABCT3684M1 Z0 • Tel: +91 44 6611 0700/01

We request you to take note of the aforesaid and acknowledge receipt.

Company Secretary

Encl: As Above

Annexure-1

Transaction - 1 (a)

S.No	Particulars	Details of entities forming part ofmerger
a)	Details in brief such as size, turnover etc	Name of the entity: Astus TechnologiesInc, USA merging into TAKE InnovationsInc, USA
	Turnover as on March 31, 2018	USD 45.54 mn
b)	Whether the merger would fall withinrelated party transaction(s) and whetherthe promoter/ promoter group/ groupcompanies have any interest in the entitybeing acquired?	Not a Related Party Transaction
c)	Area of Business of the entities	Life Sciences
d)	Rationale for amalgamation/ merger	The merger enables a lighter and morerationalized organization structure andresults in fewer administrative andcompliance costs.
e)	In case of Cash consideration -amountor otherwise share exchange ration	None, as the Wholly Owned Subsidiarycompany has been merged with itsParent Company
f)	Brief details of change in shareholdingpattern (if any) of Listed Entity	None

Annexure - II

Transaction -1 (b)

S.No	Particulars	Details of entities forming part ofmerger
a)	Details in brief such as size, turnover etc	Name of the entity: TAKE DataworksInc, USA merging into TAKE InnovationsInc, USA
	Turnover as on March 31, 2018	USD 39.14
b)	Whether the merger would fall withinrelated party transaction(s) and whetherthe promoter/ promoter group/ groupcompanies have any interest in the entitybeing acquired?	Not a Related Party Transaction
c)	Area of Business of the entities	Life Sciences
d)	Rationale for amalgamation/ merger	The merger enables a lighter and morerationalized organization structure andresults in fewer administrative andcompliance costs.
e)	In case of Cash consideration -amount orotherwise share exchange ration	None, as the Wholly Owned Subsidiarycompany has been merged with itsParent Company
f)	Brief details of change in shareholdingpattern (if any) of Listed Entity	None

Annexure - Ill

Transaction -1 (c)

S.No	Particulars	Details of entities forming part ofmerger
a)	Details in brief such as size, turnover etc	Name of the entity: TAKE Synergies Inc,USA merging into TAKE Innovations Inc,USA
	Turnover as on March 31, 2018	USD 40.77
b)	Whether the merger would fall withinrelated party transaction(s) and whetherthe promoter/ promoter group/ groupcompanies have any interest in the entitybeing acquired?	Not a Related Party Transaction
c)	Area of Business of the entities	Life Sciences
d)	Rationale for amalgamation/ merger	The merger enables a lighter and morerationalized organization structure andresults in fewer administrative andcompliance costs.
e)	In case of Cash consideration -amount orotherwise share exchange ration	None, as the Wholly Owned Subsidiarycompany has been merged with itsParent Company
f)	Brief details of change in shareholdingpattern {if any) of Listed Entity	None

Annexure - IV

Transaction 2

S.No	Particulars	Details of entity forming part ofmerger
a)	Details in brief such as size, turnover etc	Nameoftheentity:NavitasLifeSciences Inc merging into Navitas Inc,USA
	Turnover as on March 31, 2018	USO 4.21 mn
b)	Whether the merger would fall withinrelated party transaction(s) and whetherthe promoter/ promoter group/ groupcompanies have any interest in the entitybeing acquired?	Not a Related Party Transaction
c)	Area of Business of the entities	Life Sciences
d)	Rationale for amalgamation/ merger	The merger enables a lighter and morerationalized organization structure andresults in fewer administrative costs.
e)	In case of Cash consideration -amount orotherwise share exchange ration	None, as both the merged entities aresubsidiary of same parent Company
f)	Brief details of change in shareholdingpattern (if any) of Listed Entity	None