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)

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
governancel/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/policv-on-related-partv-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:

i. As stated in Note No 2.4(a) Standalone financial statements show tax assets to an extent of f 88.32 Million pertain
to various assessment years relating to the financial periods ending upto March 3i, 202i. 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 3i 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 ofbusiness. 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.

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 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 Tcategory ('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.

. NO. | Act/Regulations | Compliance Requirement | Observation | Response from the Company

4. 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 Year2024-2025. of appointing an Internal

2013 auditor, who shall either be Auditor keeping in 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.

5. Regulation 46 The listed entity shall maintain The Company has a functional The Company is in the process

of 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/policv-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

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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:

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