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Take Solutions Ltd			Industry : Miscellaneous


BSE Code:	532890	NSE Symbol:	TAKE	P/E(TTM):	36.64

ISIN Demat:	INE142I01023	Div & Yield %:	0	EPS(TTM):	0.56

Book Value(Rs):	1.7418173	Market Cap ( Cr.):	303.56	Face Value(Rs):	1

Change Company

Dear Members,

Your Directors' are pleased to present the Twenty Fourth (24^th) Annual Report along with audited financial statements – both Standalone and Consolidated, for the financial year ended March 31, 2025.

1. Financial Performance Summary

The Company's financial highlights for the year ended March 31, 2025, are summarized below: (_ in Million)

Particulars	Consolidated		Standalone
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Total Income	102.19	44.61	138.75	(62.48)
Total Expenses	94.81	277.28	37.46	163.94
EBITDA	27.44	(202.80)	109.18	(211.93)
Depreciation & Amortization	0.45	7.17	0.45	7.16
Finance Costs	19.61	22.70	7.44	7.33
Profit/(Loss) before exceptional items	7.38	(232.67)	101.29	(226.42)
Exceptional Items	--	(391.00)	--	(484.07)
Profit/(Loss) before tax	7.38	(623.67)	101.29	(710.49)
Profit/(Loss) for the year	7.38	(663.76)	101.29	(750.57)
Total comprehensive income attributable	374.07	(1,196.28)	(696.49)	(2,073.59)
to: Shareholders of the Company
Earnings Per Share	2.56	(8.18)	(4.72)	(14.01)
Equity Shares (in numbers Mn) _	146.22	146.22	147.93	147.93

2. 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/.

3. 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 Company's website at http://www.takesolutions.com/.

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 3, 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 of 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/investor-relation#finance.

4. Company's Performance

During the year under review, your Company earned a Consolidated Revenue of _ 102.19 Mn as compared to _ 44.61 Mn in the financial year 2023-24. The Profit/ Loss for the year from continuing operations of _ 7.38 Mn as compared to _ (663.76) Mn in the financial year 2023-24.

The Company, during the year, had a Standalone Revenue of _ 138.75 Mn compared to _ (62.48) Mn in the financial year 2023-24. The profit/loss from the continuing operations for the year is _ 101.29 Mn as compared to _ (750.57) Mn in the financial year 2023-24.

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

5. Foreign Exchange Earnings and Outgoings

During the financial year 2024-25, your Company's foreign exchange earnings were _ 8.99 Mn and foreign exchange outgoings were _ Nil as against _ 19.21 Mn of foreign exchange earnings and _ Nil Mn of foreign exchange outgoings for the financial year 2023-24.

6. Transfer to General Reserve

No amount has been transferred from Profit and Loss to General Reserve for the financial year 2024-25.

7. Dividend

The company has not declared any dividend for the year due to inadequate profits during the year. Further 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-Distribution-Policy.pdf

8. 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.

9. 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, 2025.

10. Capital Structure:

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

11. 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.

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 12. 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.

13. Holding Company

As on March 31, 2025, the equity holding of TAKE Solutions Pte Ltd, Singapore, the Holding Company is 52.90%.

14. Subsidiaries, Joint Ventures and Associate Companies

As at March 31, 2025, the Company had 2 subsidiaries, the details of which are given elsewhere in the Annual Report under the relevant sections.

During the year under review, the Company's entire stake in Ecron Acunova Limited was disinvested.

15. 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, 2025, the Company has no outstanding corporate guarantee given on behalf of the entity where control exists. 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.

16. 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 6.

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

17. Internal Control And Its Adequacy:

Due to the discontinuation of the substantial business and inadequacy of staff, the Company ha not been able to ensure adequate internal financial controls. Although, 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, however, its effective implementation is not possible in the current business scenario.

The Audit Committee deliberated with the members of the Management, considered the systems as laid down and met the statutory auditors to ascertain their views on the internal financial control systems. The Statutory Auditors have issued a qualified opinion in Annexure - B to the Independent Auditor's Report (Standalone and Consolidated) on review of Internal Financial Controls (ICFR) as provided hereunder:

Qualifications on Standalone Financial Statements:

The Company's internal financial controls over assessment of impairment in carrying value of tax assets were not effective. Further, in respect of matters pertaining to direct tax litigations pending before various forums relating to the various assessment years, for which the Company's internal financial controls over assessment on whether the outflow of resource embodying economic benefits is probable or not as per the requirements of Ind AS 37- "Provisions, Contingent Liabilities and Contingent Assets" is not effective. This could potentially result in the misstatement of its tax assets and tax provisions.

Response from the Company:

The Management has taken note of the Qualifications and it will reassess its internal control mechanism w.r.t. Auditors' observations.

Qualifications on Consolidated Financial Statements:

The Holding Company's internal financial controls over assessment of impairment in carrying value of tax assets were not effective. Further, in respect of matters pertaining to direct tax litigations pending before various forums relating to the various assessment years, for which the Holding Company's internal financial controls over assessment on whether the outflow of resource embodying economic benefits is probable or not as per the requirements of Ind AS 37- "Provisions, Contingent Liabilities and Contingent Assets" is not effective. This could potentially result in the misstatement of its tax assets and tax provisions.

Response from the Company:

The Management has taken note of the Qualifications, and it will reassess its internal control mechanism w.r.t. Auditors' observations.

18. Internal Audit

The Company has neither appointed Internal Auditor nor conducted Internal Audit for the Financial Year 2024-2025. The Company is in the process of appointing an Internal Auditor, keeping in view the adverse financial position and unforeseen disruption in the business and operations of the Company.

19. 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 21^st Annual General Meeting till the conclusion of 26^th Annual General Meeting.

The Statutory Auditors report on the financial statements (Standalone and Consolidated) contains a qualified opinion as provided hereunder:

Qualifications on Standalone Financial Statements:

1. As stated in Note No 2.4(a) Standalone financial statements show tax assets to an extent of _ 88.32 Million pertain to various assessment years relating to the financial periods ending upto March 31, 2021. 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 considering the fact that the Company's contingent liabilities as at 31 March 2025 include contingent liabilities as stated in Note No. 4(a) aggregating to INR 108.03 Million pertaining to direct tax litigations pending before various forums relating to the above periods, for which the assessment on whether the outflow of resource embodying economic benefits is probable or not as per the requirements of Ind AS 37- "Provisions, Contingent Liabilities and Contingent Assets" is in progress. In the absence of sufficient appropriate audit evidence, we are unable to comment upon the appropriateness and classification of the aforesaid amounts as provision or contingent liabilities as at 31 March 2025 in accordance with Ind AS 37, "Provisions, Contingent Liabilities and Contingent Assets" and the consequential impact, if any, on the total liabilities and loss as at and for the year then ended.

2. Considering the business operations of the Company are severely impacted as stated in Note No. 13 to the standalone financial Statements, we are unable to comment on the usage/recoverability of indirect tax credit/receivables of INR 53.63 Million and the consequential impact, if any, on the total assets and loss as at and for the year then ended.

3. We draw your attention to Note No. 13 to the standalone financial Statement, which indicates that the Company has incurred huge loss after tax of INR 697.36 Million for the year ended March 31, 2025 (INR 2072.51 Million for the year ended March 31, 2024) on account of divestment of Ecron Acunova Limited and recognition of impairment loss on certain financial assets resulting in substantial reduction in networth of the Company as on March 31, 2025. Further, significant deterioration in the value of the assets used to generate cash flows was seen over the last two years as evidenced by lower volume of business. In addition, the Company has significant litigations under direct tax law and the outcome & impact of which is unascertainable. Furthermore, the Company has significant unpaid statutory dues. The cumulative effect of these factors and the possible impact of the matters stated in paragraphs (1) & (2) above indicate the existence of a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern and therefore the Company may be unable to realize its assets and discharge its liabilities in the normal course of business. Despite the above factors, the Standalone Financial Results have been prepared on a "going concern basis" and no adjustment has been made to the carrying value of assets and liabilities, as the Company during the reporting period has successfully divested its 100% stake held in subsidiary Ecron Acunova Limited, the proceeds of which were available to meet the pending statutory and debt obligations of the subsidiary through this Financial Year. Further, the Company has pragmatically initiated conversations for diversification of operations to other verticals subject to current non-compete obligations applicable in the CRO industry. The company's strategy is to solicit mutually rewarding business partnerships/Mergers & Acquisitions in non-cash transactions and a positive closure of the deal is expected in the Financial Year 2026. While the plans for diversification of operations to other verticals are under discussion, the consequential impact on the going concern assumption is not ascertainable at this stage in the absence of detailed management's assessment on the entity's going concern and hence we are unable to comment on whether the preparation of standalone financial results on a going concern basis is appropriate and on the consequential impact, if any, on the standalone financial statements.

Response by the Management

1. Tax Assets to an extent of~ 88.32 Million recognised in the standalone financial statements pertain to various assessment years relating to the financial periods ending upto March 31, 2021, 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 and further the Management expects a favourable outcome on the pending tax litigations.

2. Management has actively engaged consultants to claim refunds where the same is allowed by Laws and balance amount can be carried forward and set off against any future tax liability that may arise once the business get revived.

3. The Standalone Financial Results have been prepared on a "going concern basis" and no adjustment has been made to the carrying value of assets and liabilities, as the Company, during the reporting period has successfully divested its subsidiary Ecron Acunova Limited, the proceeds of which has addressed the immediate liquidity requirements to meet the pending statutory and debt obligations through this Financial Year and the Company has paid some of the statutory dues during the reporting period. Further, the Company has pragmatically initiated conversations for diversification of operations to other verticals as subject to current non-compete obligations applicable in the CRO industry. The company's strategy is to solicit mutually rewarding business partnerships/Mergers & Acquisitions in non-cash transactions and a positive closure of the deal is expected in the Financial Year 2026.

Qualifications on Consolidated Financial Statements:

1. Tax assets appearing in the consolidated financial statements to an extent of INR 118.70 Million pertain to various assessment years relating to the financial periods ending upto March 31, 2021 as stated in Note No 13(a) to consolidated financial statements. In the absence of sufficient appropriate evidence to corroborate the respective entity's 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 considering the fact that the Group's contingent liabilities as at 31 March 2025 include contingent liabilities aggregating to INR 720.99 Million pertaining to direct tax litigations pending before various forums relating to the above periods as stated in Note No. 4 consolidated financial statements, for which the assessment on whether the outflow of resource embodying economic benefits is probable or not as per the requirements of Ind AS 37- "Provisions, Contingent Liabilities and Contingent Assets" is in progress. In the absence of sufficient appropriate audit evidence, we are unable to comment upon the appropriateness and classification of the aforesaid amounts as provision or contingent liabilities as at 31 March 2025 in accordance with Ind AS 37, "Provisions, Contingent Liabilities and Contingent Assets" and the consequential impact, if any, on the total liabilities and profit of the Group as at and for the year then ended.

2. Considering the business operations of the Company and its subsidiary Navitas LLP are severely impacted as stated in Note No 12 to the consolidated financial statements, we are unable to comment on the usage/recoverability of indirect tax credit/receivables of INR 77.53 Million and the consequential impact, if any, on the total assets and profit of the Group as at and for the year then ended.

3. As stated in Note No 12 to the Statement, the Group (other than the disposed group constituting the discontinued operations) has not carried out any operations during the year. Further, significant deterioration in the value of the assets used to generate cash flows was seen over the last two years as evidenced by lower volume of business. In addition, the Group has significant litigations under direct tax law and the outcome & impact of which is unascertainable. Furthermore, the Group has significant unpaid statutory dues. The cumulative effect of these factors and the possible impact of the matters stated in paragraphs (1) & (2) above indicate the existence of a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern and therefore the Group may be unable to realize its assets and discharge its liabilities in the normal course of business. Despite the above factors, the Consolidated Financial results have been prepared on a "going concern basis" and no adjustment has been made to the carrying value of assets and liabilities as the Holding Company, during the reporting period has successfully divested its subsidiary Ecron Acunova Limited, the proceeds of which were available to meet the pending statutory and debt obligations through this Financial Year. Further, the Holding Company has pragmatically initiated conversations for diversification of operations to other verticals as subject to current non-compete obligations applicable in the CRO industry. The Holding Company's strategy is to solicit mutually rewarding business partnerships/Mergers & Acquisitions in non-cash transactions and a positive closure of the deal is expected in the Financial Year 2026. While the plans for diversification of operations to other verticals are in the discussion stage, the consequential impact on the going concern assumption is not ascertainable at this stage in the absence of detailed management's assessment on the entity's going concern and hence we are unable to comment on whether the preparation of consolidated financial results on a going concern basis is appropriate and on the consequential impact, if any, on the consolidated financial statements.

4. As stated in Point 13(b), Other Income for the quarter and year includes write back of financial and non-financial liabilities by Navitas LLP as Management feels these liabilities are no longer required to an extent of INR 16.44 Million and INR 46.53 Million respectively. In the absence of sufficient audit evidence to corroborate management's assessment of writing back these liabilities, we are unable to comment on the amounts recognized under other income for the quarter and year ended March 31, 2025. Further, no assessment was carried out to determine whether tax credits availed earlier on these items are to be adjusted or any further indirect tax liability to be recognised. In the absence of such assessment, we are unable to comment on the carrying value of input credits lying in the books of the subsidiary.

Response by the Management

1. Tax Assets to the extent on 118.70 Million pertain to various assessment years relating to the financial periods ending upto March 31, 2021, 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. Further, Management expects a favourable outcome on the pending tax litigations.

3. The Consolidated Financial Results have been prepared on a "going concern basis" and no adjustment has been made to the carrying value of assets and liabilities, as TAKE Solutions Limited (hereafter referred as "the Holding Company"), during the reporting period ended has successfully divested its subsidiary Ecron Acunova Limited, the proceeds of which has addressed the immediate liquidity requirements to meet pending statutory and debt obligations through this Financial Year and the Group has paid some of the statutory dues. Further, the Holding Company has pragmatically initiated conversations for diversification of operations to other verticals as subject to current non-compete obligations applicable in the CRO industry. The Holding Company's strategy is to solicit mutually rewarding business partnerships/Mergers & Acquisitions in non-cash transactions and a positive closure of the deal is expected in the Financial Year 2026.

4. Management is of the opinion that these liabilities are no longer required and thus the same has been accordingly accounted for.

20. 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 Mr. A. Ajay Kumar Bantia, Practicing Company Secretary, to carry out the Secretarial Audit for the financial year ended March 31, 2025.

The Secretarial Audit Report in Form MR-3 for the financial year ended March 31,2025 is enclosed as Annexure 2 to this Report.

The Secretarial Auditor report contains a qualified opinion as provided hereunder:

1. There have been certain delay in filing/ submission of forms and returns with statutory authorities such as Ministry of Corporate Affairs (MCA), Registrar of Companies (RoC), Stock Exchange(s) and Securities and Exchange Board of India (SEBI) with or without additional filing fee in certain instances.

Response from the Company: Due to disruption of business and resignation of KMPs, there have been delays in statutory filings. However, the Company is in the process of streamlining its internal controls to ensure timely filings with statutory authorities

2. The Promoter's holding was frozen and the securities of the listed entity were moved to ‘Z' category (‘BZ' Series). The NSE & BSE has imposed fines due to non-compliance of Regulation 33 and 6 of SEBI (LODR) Regulations, 2015.

Response from the Company: The Company has paid the prescribed fines fines levied by stock exchanges and the Promoter's holding were unfreezed subsequently by the Depositories.

S. NO.

Act/ Regulations

Compliance Requirement

Observation

Response from the Company

Regulation

The listed

entity shall submit

The Company has delayed in submission The

Company

has

duly

the

SEBI

(LODR)

quarterly

financial

results

of its financial results

for

the

quarter published its

financial

results

Regulations, 2015

the stock

exchange

within

ended June

30, 2024,

and

September on January 22,

2025 for

the

days of end of each quarter.

30, 2024. The said financial results were quarter ended June 30, 2024

subsequently submitted on

January 22, and

September 30,

2024.

2025. Accordingly, the

Stock

Exchange Further, the Company has paid

had levied penalty on the Company.

the penalty levied by the stock

exchanges in this regard.

Regulation

A listed entity

shall

appoint a

The Company

Secretary/

Compliance The

Company

has

duly

the

SEBI

(LODR)

qualified

company

secretary

Officer of

the

Company resigned

with appointed Ms. Sonia Bhimrajka,

Regulations, 2015

as the compliance officer. Any

effect from May 31, 2024. Consequently, as a

Company Secretary

and

vacancy

in the office of

the

the position

of Company

Secretary/ Compliance

Officer of

the

Compliance Officer

shall

Compliance

Officer

remained

vacant Company with effect from May

filled by the listed entity at the

during the

Financial

Year

2024-2025. 27, 2025. Further, the Company

earliest and in

any

case

not

Accordingly,

the Stock

Exchange

had has paid the penalty levied by

later than three months from

levied penalty on the Company.

the

stock exchanges in

this

the date of such vacancy.

regard.

Section 203 of the

Every listed company shall have

Companies

Act,

shall have Company Secretary

2013

read

with

as whole-time Key Managerial

The Companies

Personnel

of the Company. If

the office

of any whole-time

(Appointment and

Key Managerial Personnel

Remuneration)

vacated, the resulting vacancy

Rules, 2014

shall be filled-up by

the Board

at a meeting

of the Board

within a

period of six months

from the date of such vacancy.

Regulation

17(1)

The Board of Directors of listed

Mr. Chella Gowrishankar, Non-Independent As per Regulation 17(1E) of

SEBI

(LODR)

entity shall have an

optimum

Non-Executive

Director,

resigned

with SEBI

(LODR) Regulations,

2015,

Regulations, 2015

combination

Executive

effect from

March 7, 2025, resulting in the any vacancy in the office

of a

and Non-Executive

Directors,

composition of the Board of Directors falling director shall

filled by

the

Women Directors.

below the

minimum

requirement

as per listed entity at the earliest and

SEBI LODR.

in any case not later than three

Further, the Board of Directors

months from

the

date of such

of top 2000 listed entities shall

Further after the end of the Financial Year

vacancy. The

Company

GN='RIGHT'>has

comprise

not

less

than

six

2024-2025, in the month of April and May

duly

reconstituted the

Board

Directors

2025, the

existing Independent Directors

of Directors of

the Company

Section 203 of the

Every listed company shall have

tendered their resignations resulting in the

in compliance

with SEBI

LODR

Companies

Act,

Managing Director,

or Chief

composition

the Board of

Directors not

regulations.

2013

Executive

Officer or

Manager

being in alignment with

the

requirements

and in their absence, a Whole-

of Regulation 17(1) of the SEBI LODR.

As per Section

203(4)

the

Time Director

as whole-time

Companies Act,

2013,

the

During the

period

under

review,

Ms.

key managerial personnel

office of any

whole-time_

key

Shobana,

Whole-Time

Director

the

managerial

personnel_

Company,

resigned

with

effect

from

vacated, the resulting vacancy

October

2024.

Consequently,

the

shall

be filled-up

by the

Board

Company

did

not

have a

Managing

at a meeting of the Board within

Director, Chief Executive Officer, Manager,

a period of six months from the

or, in their absence, a Whole-Time Director

date

of such

vacancy. In

this

during the intervening period in pursuance

regard, the Company has

duly

to requirement of Section

203

the

appointed Mr.

Vedamirtham

Companies Act, 2013.

Venkatesan as

Whole

Time

Hence the Company did not have an Director of the Company

with

optimum

combination

of Executive

and effect from May 1, 2025.

Non-Executive Directors on the Board of

Directors.

S. NO.

Act/ Regulations

Compliance Requirement

Observation

Response from the Company

Section 138 of the

Every listed company

The Company has not appointed Internal

The Company is in the process

Companies

Act,

shall appoint an internal

Auditor for the Financial Year 2024-2025.

appointing

Internal

2013

auditor, who shall either be

Auditor keeping

view

a chartered accountant or a

the

financial

position

of the

cost accountant, or such other

Company.

professional as may be decided

by the Board to conduct

internal audit of the functions

and activities of the company.

Regulation

The listed entity shall maintain

The

Company

has

functional

The Company is in the process

SEBI

(LODR)

a functional website and

website, however, the

disclosures are

of updating its website.

Regulations, 2015

disseminate all the information

not

maintained

and

updated under

as mentioned under Reg 46(2)

appropriate sections/ headings.

of SEBI (LODR) Regulations,

2015

4. We draw reference to the 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 30^th May 2025. Further the financial position indicates the existence of a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern.

Response from the Company: The Standalone Financial Results have been prepared on a "going concern basis" and no adjustment has been made to the carrying value of assets and liabilities, as the Company, during the reporting period has successfully divested its subsidiary Ecron Acunova Limited, the proceeds of which has addressed the immediate liquidity requirements to meet the pending statutory and debt obligations through this Financial Year and the Company has paid some of the statutory dues during the reporting period. Further, the Company has pragmatically initiated conversations for diversification of operations to other verticals as subject to current non-compete obligations applicable in the CRO industry. The company's strategy is to solicit mutually rewarding business partnerships/Mergers & Acquisitions in non-cash transactions and a positive closure of the deal is expected in the Financial Year 2026.

5. Further we note there have been delay in statutory remittance and there were also substantial unpaid statutory dues to statutory authorities during the period in purview.

Response from the Company: Delay in payments were due to disruption in business and resignation of key employees and KMPs. The Company has subsequently remitted substantial payments. The Company is also trying to make arrangements for paying the balance payments.

Further in terms of SEBI requirements, the Secretarial Auditor is required to be appointed by the Members of the Company. Accordingly, it is proposed to the members of the Company to consider and appoint Mr. Ashok Ajay Kumar Bantia, Practicing Company Secretary having Membership No. F10357, Certificate of Practice Number: 13620, and Peer Review No.: 3214/2023 as the Secretarial Auditor of the Company for a period of five consecutive Financial Years as per the resolution number 3 of the Notice calling this Annual General Meeting read along with the statement made under Section 102 of the Companies Act, 2013 stating out the material information concerning the resolution.

21. Reporting of Frauds by Auditors

Pursuant to provisions of 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 Committee during the year under review.

22. 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 2016-17 Final, 2017-18 First Interim and 2017-18 Second Interim. All the, unclaimed dividends pertaining to the Financial Year 2016-17 Final, 2017-18 First Interim and 2017-18 Second Interim amounting to _ 2,31,417.20, _ 1,50,717 and _ 1,28,746.20 respectively was duly transferred to IEPF account as per the stipulated timelines. e) The unclaimed amount pertaining to the dividend declared for the Financial Year 2017-18 – Final Dividend, 2018-19 - 1st Interim Dividend and 2018-19 - 2nd Interim Dividend shall be transferred to IEPF on September 16, 2025, December 06, 2025, and March 19, 2025, respectively. f) Details of unclaimed dividend as on March 31, 2025, 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).

23. 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.

24. 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.

25. Risk Management

Your Company also has a robust 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, forming part of this Annual Report.

26. 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, 2025 and thereafter, the Company is not required to submit BRSR under Regulation 34(2)(f) of the SEBI LODR Regulations.

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%20governance/code-of-conduct-for-prohibition-of-insider-trading.pdf.

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%20 governance/whistle-blower-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 programmes 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%20governance/policy-on-prevention-of-sexual-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 5A 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 forming part of this report as Annexure -4.

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

32. Particulars Regarding Conservation of Energy, Research and Development, and Technology Absorption a. Measures taken to reduce energy consumption: No new measures taken during the year._ b. Technology Absorption –

Nothing significant to report for the year.

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, 2025, is available in the Company website and can be accessed at www.takesolutions.com.

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 2025, the Board comprised of four Non-Executive Independent Directors and one Non-Executive Director. 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. Chandrasekaran Nagarajan 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, 2025. 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 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 six (6) times during the financial year 2024-25 on May 30, 2024, September 13, 2024, October 4, 2024, January 2, 2025, January 22, 2025 and February 12, 2025. 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 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 Board of Directors was duly constituted. The appointment and resignation of the Directors during the Financial Year are as follows: i. Directors retiring by rotation.

Mr. Srinivasan H R retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking shareholders' approval for his re-appointment along with other required details forms part of the Notice. ii. Resignation of Directors a) Ms. Shobana, Whole Time Director, resigned from the Company with effect from October 5, 2024. b) Mr. Chella Gowrishankar, Non-Independent & Non-Executive Director, resigned from the Company with effect from March 7, 2025.

Changes in the constitution of the Board of Directors after the end of the Financial Year and until the date of reporting: a) Ms. Kiran Sharma resigned from the position of Independent Director of the Company with effect from 02^nd April 2025 b) Mr. Rangasami Seshadri resigned from the position of Independent Director of the Company with effect from 27^th April 2025 c) Mr. Ramesh Gopal resigned from the position of Independent Director of the Company with effect from 01^st May 2025 d) Mr. Chandrasekaran Nagarajan resigned from the position of Independent Director of the Company with effect from 01^st May 2025

As on reporting date, the following are the Board of Directors:

S. No	Name of the Director	DIN	Designation
1.	Srinivasan Ramani Harikesanallur	00130277	Director
2.	Cecily Dheepa	07900799	Additional Director
3.	Vedamirtham Venkatesan	00194600	Whole Time Director
4.	Pushpa Joshi	06838093	Additional Director (Independent)
5.	Kanwar Nitin Singh	10204543	Additional Director (Independent)
6.	Peeyush Sethia	09850692	Additional Director (Independent)

35. Changes in Key Managerial Personnel

Ms. Shobana, Whole Time Director, resigned from the Company with effect from October 5, 2024. There were no other changes in the Key Managerial Personnel during the financial year.

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 at https:// www.takesolutions.com/images/corporate_governance1/Nomination-Remuneration-and-Evaluation-Policy.pdf and is provided as Annexure 5 to this Board's Report.

38. Board Policies

The details of the policies approved and adopted by the Board are available on 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 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 2024-25.

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; iii. they have taken proper and sufficient care for the maintenance of adequate accounting records 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 2024-2025 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 co-operation. The Directors appreciate the contribution made by the employees for their dedication, hard work and support during these challenging times.

For and on behalf of the Board of Directors

	Sd/-	Sd/-
Place: Chennai	Srinivasan H.R.	Vedamirtham Venkatesan
Date: May 30, 2025	Director	Executive Director & CFO
	DIN: 00130277	DIN: 00194600