repro india ltd Directors report

Dear Members,

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

1. Financial Performance Summary

The Companys financial highlights for the year ended March 31,2023, are summarized below:

(Rs. in Mn)

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

2. Material changes and commitments affecting the financial position between the end of the financial year and date of the report

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

3. Companys Performance

During the year under review, your Company earned a Consolidated Revenue of Rs. 1975.17 Mn as compared to 6694.44 Mn in the financial year 2021-22. The Profit/Loss for the year from continuing operations of Rs. (469.53) Mn as compared to Rs. (828.50) Mn in the financial year 2021-22. The Company, during the year, had a Standalone Revenue of Rs. 652.90 Mn compared to Rs. 352.73 Mn in the financial year 2021-22. The profit/loss from the continuing operations for the year is Rs. 42.85 Mn as compared to Rs. (51.20) Mn in the financial year 2021-22.

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

4. Management Discussion and Analysis Report

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

5. Dividend

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

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

6. Capital Structure:

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

7. Transfer to General Reserve

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

8. Holding Company

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

9. Subsidiaries, Joint Ventures and Associate Companies

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

Following changes have occurred during the year under review:

1. The Companys entire stake in TAKE Solutions Global holding Pte. Ltd. Singapore was disinvested due to an enforced sale by the receivers to a special purpose vehicle.

2. Acunova Life Science Inc, US a Step Down Subsidiary was dissolved.

3. Navitas Life Sciences Company Limited, Thailand a Step Down Subsidiary was disinvested.

4. The Company invested in TAKE Consultancy Services Inc, US, newly incorporated wholly owned subsidiary of the Company.

10. Change in Nature of Business, if any

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

11. Particulars of loans, guarantees or investments

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

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

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

b) During the year under review, the Company has not availed any loan.

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

12. Related Party Transactions

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

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

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

13. Employee Stock Options Scheme

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

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

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

Particulars of the ESOP Scheme 2007 as at March 31 2023

Particulars	Series III	Series IV	Series V	Series VI
Grant Price - Rs.	73.00	73.00	73.00	73.00
Grant Date	August 07,2015	March 24, 2016,	May 17, 2018	August 07, 2019
Vesting commences on	August 06,2016	March 23, 2017,	May 16, 2019	August 07, 2020,
Vesting Schedule	30% of grant on August 06, 2016, subsequent 30% of grant on August 06, 2017 and balance 40% of grant on August 06, 2018	30% of grant on March 23, 2017, subsequent 30% of grant on March 23, 2018 and balance 40% of grant on March 23, 2019	30% of grant on May 16, 2019, subsequent 30% of grant on May 16, 2020 and balance 40% of grant on May 16, 2021	30% of grant on August 07,2020, subsequent 30% of grant on August 07, 2021 and balance 40% of grant on August 07, 2022.
Option granted and outstanding at the beginning of the year	419,163	70,000	278,000	425,000
Option granted during the year	NIL	NIL	NIL	NIL
Option lapsed and /or withdrawn during the year	319,163	50,000	253,000	400,000
Option exercised during the year against which shares were allotted	NIL	NIL	NIL	NIL
Option granted and outstanding at the end of the year of which - Option vested - Option yet to vest	100,000 NIL	20,000 NIL	25,000 NIL	25,000 NIL

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

14. Foreign Exchange Earnings and Outgoings

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

15. Consolidated Financial Statements

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

16. Financials of the Company and its Subsidiaries

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

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

Further, pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, separate audited financial statements of each subsidiary of the Company in respect to a relevant financial year, are uploaded at least 21 days prior to the date of the Annual General Meeting and are also available at the website of the Company at https://www.takesolutions.com/investor- relation#finance.

17. Other Disclosures

a) Your Company has not accepted any deposits from the public within the meaning of the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

b) Your Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

c) Your Company has complied with the applicable Secretarial Standards relating to Meetings of the Board of Directors and General Meetings during the year.

d) Maintenance of cost records and requirement of cost Audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable to the business activities carried out by the Company.

e) There are no significant or material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

f) Your Company has neither made any application nor any proceeding pending under the Insolvency and Bankruptcy Code 2016, during the year.

18. Corporate Governance

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

19. Internal Control And Its Adequacy:

Adequate internal control systems commensurate with the nature of the Companys business, size and complexity of its operations are in place and have been operating effectively. The Directors have laid down policies and procedures which are adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. Apart from this, your Company has also engaged a full- fledged professional Internal Audit firm to test and check the Internal Controls of all systems and suggest corrective and remedial measures.

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

20. Internal Audit

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

21. Statutory Audit

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

Qualifications on Standalone Financial Statements:

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

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

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

Response by the Management

(i) The Enforced sale by the Creditors of TSLs overseas subsidiary has impacted the business of Navitas LLP substantially. The management is trying to manage the situation and explore alternative growth options to stabilize the business. These have been tabled at the Board and are pending conclusion at this point of time.

(ii) Tax assets recognised in the Standalone Financial statements are sub-judice in various appellate authorities including the High Court and are recoverable in the opinion of the management, upon completion of the assessment/proceedings by the authorities.

Qualifications on Consolidated Financial Statements:

(i) Tax assets appearing in the consolidated financial statements include an amount of INR 90.70 Mn pertaining to the Holding Company in respect of the financial periods ending upto March 31, 2020. In the absence of sufficient appropriate evidence to corroborate managements assessment of recoverability of these balances we are unable to comment on the carrying value of above receivables and the shortfall, if any, on the amount that would be ultimately realizable from the tax authorities.

(ii) As stated in Note No 15(b) Contract Assets of INR 240.99 Mn disclosed under current financial assets and deferred revenue to an extent of INR 245.40 Mn disclosed under other current liabilities pertaining to businesses which were novated needs to be reconciled as on March 31,2023. In the absence of such reconciliation statement, we are unable to comment on the impact on the consolidated financial statements and as stated in Note No 15(b) disclosures in respect of movement in contract balances and deferred revenue and remaining performance obligation as at the end of the reporting period could not be made in accordance with Ind AS.

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

Response by the Management

(i) Tax assets recognised in the Consolidated Financial statements are sub-judice in various appellate authorities including the High Court and are recoverable in the opinion of the management, upon completion of the assessment/proceedings by the authorities.

(ii) Unbilled Revenue and Deferred revenue referred in Note 5(b) are under reconciliation & confirmation with the customers; According to the management, the adjustments if any required upon completion of the reconciliation, will not be material.

(iii) The management is in discussions with customers exploring options to stabilize the business of Navitas LLP and collect recoverables as well as utilise tax credit.

22. Secretarial Audit

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

23. Reporting of Frauds by Auditors

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

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

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

a) the dividend that remains unpaid or unclaimed for a period of seven (7) years.

b) the shares on which dividend has not been paid or claimed by the shareholders for seven (7) consecutive years or more.

c) Accordingly, your Company in its various communications to the shareholders from time to time, request them to claim their unpaid/unclaimed amount of dividend and shares due for transfer to the IEPF account established by Central Government. Further, in compliance with the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules) including statutory modifications thereof, the Company publishes notice in newspapers and also sends specific letters to all the shareholders, whose shares are due to be transferred to IEPF, to enable them to claim their rightful dues.

d) During the year under review, the company was required to transfer unclaimed amounts pertaining to the dividend declared for the Financial Years 2014-15 Final, 2015-16 First Interim and 2015-16 Second Interim. Out of the three, unclaimed dividend for the Financial Year 2014-15 Final and 2015-16 First Interim Interim amounting to Rs. 1,45,544 and Rs. 1,16,331 respectively had already been transferred to IEPF account. With respect to 2015-16 Second Interim, the company had transferred the unclaimed dividend amounting to Rs. 1,42,513 on April 4, 2023 as per the stipulated timelines.

e) The unclaimed amount pertaining to the dividend declared for the Financial Year 2015-16 - Final Dividend, 2016-17 - 1st Interim Dividend and 2016-17 - 2nd Interim Dividend shall be transferred to IEPF on October 2, 2023, December 10, 2023, and March 11, 2024, respectively.

f) Details of unclaimed dividend as on March 31, 2023, has been provided under the Corporate Governance Report that forms part of this Annual Report.

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

25. Business Responsibility and Sustainability Report (BRSR)

Pursuant to Regulation 34(2)(f) of SEBI (LODR) Regulations 2015 and the amendment dated May 5, 2021, with effect from financial year 2022-2023, the top one thousand listed entities based on market capitalization shall submit a Business Responsibility and Sustainability Report (BRSR) in the format as specified by the Board from time to time. Since the Company was not in top 1000 listed entities as on March 31, 2022 and thereafter, the Company shall not be required to submit BRSR under Regulation 34(2)(f) of the SEBI LODR Regulations.

26. Risk Management

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

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

27. Code for Prevention of Insider Trading

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Companys website at https://www.takesolutions.com/images/corporate governance/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 Companys website at https://www. takesolutions.com/images/corporate 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 Companys process ensures complete anonymity and confidentiality of information. Adequate workshops and awareness programmed against sexual harassment are conducted across the organization. There were no complaints pending for the redressal at the beginning of the year and no complaints received during the financial year by the Companys POSH Committee. The Policy on Sexual Harassment of Women at Workplace is available on Companys website at https://www.takesolutions.com/ images/corporate governance/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 6A to this report. Pursuant to Section 197(12) of the Companies Act, 2013 read with the Rule 5 of the Companies (Appointment of Managerial Personnel) Rules, 2014, no employee who draw a remuneration of more than Rs. 1.20 crores per annum or Rs. 8.5 lakh per month, was employed throughout the financial year or part of the Financial Year.

31. Corporate Social Responsibility

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

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

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

Contents of CSR Policy is also available on Companys 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:

• Continual improvement of 9 % efficiency by optimal cooling of work areas and data centers, preventive maintenance in the UPS and AC plant to ensure efficient working of the equipment, utilization of lights and stand- alone air conditioners only when required and disposal of HW obsolesces.

• TAKE corporate office is outfitted with LED lighting with controls programmed for usage and shut-off with manual override by using motion sensor in the cabins and meeting rooms. Cassette AC round flow of 360? air discharge for optimum energy efficiency and comfort.

• Motion Sensors have been placed in meeting rooms & cabin areas to control the lighting usage effectively. By turning off the lights when no one is using the room, it helps in lowering energy waste and thereby, safeguarding the environment.

b. Technology Absorption -

• Adoption of XDR (Extended Detection and Recovery) to obtain secure better outcomes, Optimize Security Operation, Harmonize and simplify response across Enterprises. It also provides applications, vulnerability and security configuration visibility at Endpoints.

• Adoption of Cloud Service better availability and manageability for Business application. It also provides Secure access for authenticated users.

• Adoption of DRaaS ( Disaster as a Service ) for onpremise business application backup copy on cloud to provide continuous business application availability in the event of disaster

• Adoption of Muti-Factor Authentication for VPN Network to provide secure access to on-prem business application, File server, etc.

• Adoption of Multi Factor Authentication to login our O365 Mail service, it provides additional security by requiring a second form of verification and delivers strong authentication through a range of easy-to-use validation methods from the users mobile devices.

• Adoption of Microsoft Teams for business as an internal official communication tool along with Integrated audio conference bridge which allows participants to dial into Microsoft Teams meetings via multiple devices for the O365 users.

• Adoption of Data loss prevention (DLP) which will ensure that sensitive data is not lost, misused, or accessed by unauthorized users, will also help us to meet compliance and auditing requirements and identify areas of weakness and anomalies for forensics and incident response.

• Adoption of ADSelfService which has integrated selfservice password management and single sign on solution. This solution helps domain users perform

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

• Adoption of Next Generation AV solution, Endpoint detection and response (EDR), also known as endpoint threat detection and response (ETDR), is an integrated endpoint security solution that combines real-time continuous monitoring and collection of endpoint data with rules-based automated response and analysis capabilities, which are designed to detect and remove any malware or any other form of malicious activity on a network.

• Adoption of enterprise-ready security monitoring solution named"Wazuh"for threat detection, integrity monitoring, incident response and compliance, which will be used to collect, aggregate, index and analyze security data, helping organizations detect intrusions, threats and behavioral anomalies.

• Adoption of "UpGuard Breachsight" which helps to assess our organizations security posture that is easy- to-understand and also helps to improve our security and find leaked employee credentials exposed to the public Internet, typo squatted domains and software vulnerabilities

• Adoption of Privileged Access Management (PAM) refers to systems that securely manage the accounts of users who have elevated permissions to critical, corporate resources, those user accounts are high value targets for cyber criminals. It helps to ensure that any unauthorized access to target systems is denied,

• Dedicated SOC (Security Operation Center) team has formed to focus on Security Threat Monitoring and Response. This team will closely work with Blue team to fix vulnerabilities found in the IT systems.

• Adoption of 3-2-1 Backup Strategy to keep 3 copy of critical data. Two copies will be in two different physically separated storage in on-site and one copy will be available in off-site.

• Adoption of SOAR (Security Orchestration, Automation and Response) for Critical Infrastructures services. Also integrated with SIEM (Security Incident & Event Management) for Deep analysis.

33. Extract of Annual Return

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

34. Board of Directors

a) Boards Composition and Independence

Your Companys Board consists of industry leaders and visionaries who provide strategic direction and guidance to the organization. As on March 31 2023, the Board comprised of one Executive Director and

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

Definition of Independence of Directors is derived from Regulation 16 of the Listing Regulations and Section 149(6) of the Companies Act, 2013. The Company has received necessary declarations under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the Listing Regulations, from the Independent Directors stating that they meet the prescribed criteria for independence. The Board, after undertaking assessment and on evaluation of the relationships disclosed, considered the following Non-Executive Directors as Independent Directors:

a) Mr. Rangasami Seshadri

b) Mr. Ramesh Gopal

c) Dr. Nagarajan Chandrasekaran

d) Ms. Kiran Sharma

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

b) Committees of the Board

Your Companys Board has the following mandatory committees:

i) Audit Committee.

ii) Nomination and Remuneration Committee.

iii) Stakeholders Relationship Committee.

iv) Corporate Social Responsibility Committee; and

v) Risk Management Committee.

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

c) Meetings of the Board & Committees

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

d) Directors and Key Managerial Personnel

During the financial year, based on the recommendations of the Nomination and Remuneration Committee ("NRC") and in accordance with the provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the appointment and resignation of the Directors are as follows:

i. Directors retiring by rotation.

Mr. Chella Gowrishankar retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking shareholders approval for his reappointment along with other required details forms part of the Notice.

ii. Appointment of Directors

a) Mr. Srinivasan H R and Mr. Chella Gowrishankar were appointed as Non-Executive Directors and Mr. Ramesh Gopal was appointed as NonExecutive Independent Director of the Company with effect from June 30, 2022 and the same has been approved by shareholders through postal ballot process.

b) Ms. Shobana N S was appointed as Executive Director of the Company with effect from August 18, 2022 and the same has been approved by shareholders through postal ballot process.

c) Mr. Rangasami Seshadri and Mr. Nagarajan Chandrasekaran were appointed as Non-Executive Independent Directors of the Company with effect from September 29, 2022 and the same has been approved by shareholders at the AGM held on December 23, 2022.

d) Ms. Kiran Sharma was appointed as Non-Executive Independent Director of the Company with effect from February 14, 2023 and the same has been approved by shareholders through postal ballot process.

iii. Resignation of Independent Director and NonIndependent & Non-Executive Director

a) Cessation of Ms. Shobana N S as Executive Director of the Company with effect from April 29, 2022

b) Mr. Srinivasan H R resigned as Managing Director of the Company with effect from the close of business hours of June 27, 2022.

c) Mr. Narayanan Kumar, Chairman and Independent Director and Mr. Venkatraman Murali, Independent Director resigned from the Company with effect from the close of business hours of June 29, 2022.

d) Ms. Uma Ratnam Krishnan, Mr. Balasubramanian Srinivasan and Mr. Raghavendra Seetharam Srivatsa resigned as Independent Director with effect from the close of business hours of June 30, 2022.

35. Changes in Key Managerial Personnel

a) Mr. Lalit Kanta Mahapatra resigned from the position of Chief Financial Officer of the Company with effect from the close of business hours of June 30, 2022.

b) After considering the experience, knowledge and skills and taking into account the recommendations of the Nomination and Remuneration Committee, Mr. V Venkatesan was appointed as the Chief Financial Officer (CFO) of the Company w.e.f. December 30, 2022.

36. Board Evaluation

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

37. Policy on Directors Nomination and Remuneration

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

38. Board Policies

The details of the policies approved and adopted by the Board are available in the Companys 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 Companys 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 Companys business, operations and other requisite information may be found at the Companys 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 Companys internal financial controls were adequate and effective during Financial Year 2022-23.

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

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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 2022-2023 and the Notice of the ensuing AGM is being sent to all shareholders whose email addresses are available in demat account and registered with Companys 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, Companys Registrar and Share Transfer Agent.

Acknowledgement

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

For and on behalf of the Board of Directors

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