take solutions ltd Management discussions

Global economic activity has witnessed a sharper-than-expected downturn, along with higher inflation compared to what has been seen over many years. The combination of a higher cost of living, restrictive financial situations, the war in Ukraine due to the Russian invasion, and the aftermath of the COVID-19 pandemic has left a challenging outlook. Global growth is forecast to slow from 6.0 percent in 2021 to 3.2 percent in 2022 and 2.7 percent in 2023. This is the weakest growth profile since 2001, except for the global financial crisis and the acute phase of the COVID-19 pandemic. Global inflation, with a forecasted rise from 4.7 percent in 2021 to 8.8 percent in 2022, is expected to decline to 6.5 percent in 2023 and to 4.1 percent by 2024. Monetary policy should stay the course to restore price stability. Moreover, fiscal policy should aim to alleviate the cost-of-living pressures while maintaining a sufficiently tight stance aligned with monetary policy. Structural reforms can further support the fight against inflation by improving productivity and easing supply constraints. At the same time, multilateral cooperation is necessary to fast-track the green energy transition and prevent fragmentation. INDIAN ECONOMY

The COVID-19 pandemic had significant implications on the global economy last year, but despite declining COVID-19 numbers, there seemed to be promising growth projections short of pre-pandemic levels. This growth depended heavily on vaccination and constant adherence to COVID-19 guidelines. Mass COVID-19 vaccination drives and reduced intensity of subsequent COVID-19 waves helped lower the economic impact.

However, when uncertainties associated with the COVID-19 pandemic were declining, the Russia- Ukraine crisis escalated. This latest crisis affected Indias growth outlook. The price of crude oil is more than US$100 per barrel, with a rise in wheat and cereal prices. India has already been battling inflation, and the current crises compound the situation. Rising fuel and fertilizer prices could cut down revenues for the government and lead to higher subsidy costs. Higher import bills and capital outflows could also affect the current economic balance and currency valuation.

Irrespective of the external factors, India has a solid economic foundation that will help tide over short-term uncertainties with marginal impact on the long-term outlook. Growth will likely be aided by improved spending, growth-oriented economic policies, increased imports, digitization, and geopolitical developments.

LIFE SCIENCES INDUSTRY

Life Sciences industries enjoyed mixed evaluations, with COVID-19-associated therapeutics and vaccines improving growth for certain companies while pandemic-mediated restrictions impacted others. Specific life sciences organizations showcased breakthroughs in science while there was an industry-wide shift towards digital and data-driven methods.

The pandemic also brought a heightened sense of sharing research for faster resolution and understanding of science. This increased the number of collaborative research, with broader acceptance of digitally transferred studies, including by regulatory agencies. Patient-centric measures will increase over the next couple of years, with patients driving essential decisions in the drug development journey. Apart from this, a greater onus on diversity with a focus on health is expected, primarily enabled by the decentralization of clinical trials and similar transformative strategies. The period ahead will see moderate growth in R&D spending, with a dip in annualized growth up to 2028 to single digits. Such a dip is expected after the COVID-19-mediated acceleration. There will be an increased focus on cash conservation by biopharma, especially small companies. There will likely be a reduction in R&D bills with increased use of digitization, leading to higher efficiencies in the life sciences industry.

A close watch on pharmaceutical innovation returns since 2010 by Deloitte showed a decline in R&D productivity for ten years. However, Deloittes analysis showed an internal rate of return (IRR) increase from 7% to 2.7% in 2020 in the 15 large pharmaceutical companies studied. A significant factor that influenced is the COVID-19-mediated assets, without which the projected IRR was 3.2%.

Business highlights

The core CRO business is no longer a portfolio in TAKE Solutions due to enforcement actions by bankers to whom the asset was securitized. The business that is remaining in the TAKE group is the Bio Availability & Bio Equivalence business (resident in 100% sub EAL) and a limited amount of heath tech business. With this as the base, the management intends to rebuild the business to scale.

However, during the last financial year, the Company received critical COVID-19 work. The Company went above and beyond, delivering exemplary services, and meeting all deliverables under challenging conditions to ensure COVID-19 treatments came faster to the market.

The Company also refocused and reinforced its commitment to transforming healthcare by supporting technology-powered strategies. This included building digital solutions for patient centricity to gain knowledgeable insights, transforming payer solutions through Cloud adoption for effective analysis on behavioral insights, digital solutions enabled Payer-Provider interoperability to enhance personalized medicine, and elevating the pace of technological transformation with the use of Chip level programming, wearables, DICOM devices, PROM, nanodevices, Sensors & mIOTs.

TAKE Solutions Holistic Risk Management

Enterprise Risk management (ERM) is a sustainable and systematic approach to deliver our strategic objectives and to strengthen our growth. ERM is a comprehensive operational, strategic and financial risk management system that uses a structured approach to proactively mitigate risks.

Effective Risk Management:

TAKE Solutions ERM is embedded throughout the company to identify potential uncertainties and to ensure suitable response. Our proactive approach aids in supporting our strategic initiatives, with our continuous risk assessments forming an integral part of the process. Effective ERM improves the quality of risk taking and could aid in identifying and embracing new opportunities, resulting in a competitive head start.

Comprehensive ERM Framework

TAKE Solutions has a comprehensive ERM Framework, guided & supervised by the Board, with a clearly defined Risk Appetite Statement and a Risk Management Policy. Cyber Security and Data Privacy are also included as separate and detailed policies. TAKE Solutions framework sets out clearly

• Risk Appetite: Clearly defined risk appetite with detailed identification of various categories of risk

• Risk Governance Mechanism:

Well elucidated hierarchy of risk management and compliance within each business team

• Risk Culture: The Board of directors establishes the risk culture and oversees the tone of communication

• Digitized Risk Registers: Risks are mapped, and mitigation measures documented in digitized Risk Registers. Risk monitoring and response tracking are also automated.

• Risk Rating: The risks are rated based on the probability of Incidence and Impact on business.

• Risk Owners: The Risk Management Policy clearly defines the risk owners who are responsible for handling the risk and taking it to its successful closure or mitigation.

• Risk Updates: The Risk Management Committee as well as the Audit Committee and Board are presented with Quarterly updates of Heatmaps of identified risks and briefed on any changes or risk incidents during the period, till closure

Risk Categories

The following categories are relevant to the different types of uncertainties

• Strategic Risks: Strategic risks are uncertainties that affect the companys strategic objectives with the need for the Board and senior managements intervention.

Such risks include Macro economic indicators & geo political factors, Industry changes & innovations, strategic developments, M&A, stakeholder interactions, and more.

• Operational Risks: Operational risks relate to efficient & effective utilization of resources in successful delivery of contractual responsibilities, and effective internal controls related there to.

• Compliance Risks: Compliance risks cover risks due to non-compliance of applicable laws, regulations or standards adopted as part of Good Practices (GxP) Standards including those promised to customers, vendors & partners.

• Financial Risks: Financial Risks include both internal and external factors that affect our financial performance including Capital efficiency, Credit risks and Currency fluctuations.

Risk Management Functional overview

The life sciences industry is a highly regulated industry, with a culture of risk-awareness that is further reinforced by appropriate policies & standard operating procedures.

Board of Directors

The Board is responsible for ensuring that suitable risk management systems and internal control measures that are structured to proactively identify, manage, and mitigate risks are functional and in place. The following are some of the major roles:

• Approve organizational objectives

• Validate risk appetite.

• Review Companys risk management

• Assess effectiveness.

Audit Committee:

The audit committee is responsible for periodic reviews and monitoring of the risk landscape, and to provide structured and systematic oversight of the companys risk management as well as the internal control systems.

Chief Risk Officer: An Executive Director is also the Chief Risk Officer with special focus on identifying, evaluation, mitigation and monitoring of the different classes of risks, working closely with business units, supporting functions including Quality & internal audit teams. The Chief Risk Officer reports to the Chairman of the Audit Committee as well as to the Board of Directors on movements in the classification of risks, highlighting significant events, if any.

The Chief Risk Officer updates the Board Members on all material developments at every meeting of the Board and Audit subcommittee. The Risk Management committee also engage with the senior management, auditors and functional experts as required, on all aspects of the risk management During the year, in addition to the governance according to Risk framework, the Risk Management Committee & the Board reviewed the following aspects about ERM in detail.

1. COVID-19 PANDEMIC MEDIATED RISK: ITS IMPACT ON THE BUSINESS AND RESPONSE

A specially constituted cross-functional Covid Response Team prioritized swift action on ensuring Employee Safety and business continuity, continuing their engagements to date. Our early adoption of technology and business agility has helped us remain nimble and fast to recover from the impact.

We worked closely with Government authorities to provide vaccination support for our frontline workers, employees and their family members during the course of the pandemic and beyond.

• COVID-19 Medical Advisory eClinic - Implemented teleconsulting facility through eClinic with the help of our internal qualified doctors. We had over 15 Doctors across various locations whose numbers were helplines made available to support employees to reach out to these or just talk to a Doctor online.

• Virtual townhalls and Knowledge Sharing Sessions:

External expertise was utilised to bring about awareness, that included dealing with symptoms and post COVID-19 care.

• Vaccination Programs: Over 83% (661 employees in India) of our employees and their families were vaccinated through our programs, and we covered the costs associated with the vaccination.

• Navitas Cares: Launched Navitas Cares program to provide specific, accurate and deeper understanding about maintaining hygiene, mitigating COVID-19 risk and ensuring latest updates using internal communication channels. The frequent communications provided an opportunity to stay connected with all employees, while revisiting good practices and providing a platform for trustworthy COVID-19 resource dissemination.

2. STRATEGIC RISK TO BUSINESS MODEL, BUSINESS STABILITY AND CUSTOMER ENGAGEMENT PATTERNS

TAKE Solutions adapted quickly to the changing times, transitioning to hybrid and decentralized method of delivery pattern and commercial models to meet customer expectations, while exceeding in terms of quality of delivery.

3. CYBER SECURITY AND INFORMATION SECURITY RISKS

The COVID-19 pandemic rapidly increased the dependency on online tools and digital technology for end-to-end solutions. TAKE Solutions has always invested in the right technology and prioritized on Information Security and Data Privacy related risks, which aided immensely in ensuring business continuity and disaster management plans.

There is a robust training procedure to prepare against impending risks and to strengthen existing systems. As a part of the Information System and Awareness Week (ISAW)

• Webinars/ Knowledge Sharing Sessions: Multiple webinars were conducted to create awareness about the various cyber-attacks and methods of protection. Internal and external experts provided key insights about managing cyber attacks.

• Mailers: Reliable information was circulated via emails to improve employee alertness and to safeguard against data breach

The topics discussed during the webinars and mailers were

• Panel Discussion On Information Security in the Lifesciences Industry

• Cyber Security Threats and Defense

• Leaders Speech on Information security

• GDPR Data Protection Principles

• Protection against

Ransomware Phishing Attacks

• Securing the Web Browser

• Work From Home Precautions

• Security Controls

Implemented at TAKE Solutions

• Awareness on Phishing Mails

The IT team was responsible for ensuring that suitable responses were provided to adapt to the changes made to the business practices in areas relating to

• Endpoint security systems & practices

• Data Loss prevention systems & tools

• Strengthening enterprise-ready security monitoring solutions.

There were external reviews of the systems with the changes implemented.

4. OPERATIONS / PROJECT RISKS

Being an industry that is highly regulated, we are constantly reviewed by several stakeholders including Regulatory bodies, our Customers & Vendors, apart from the various certifying agencies for adoption of best practices. Apart from adopting the best-in-class standards to ensure high quality of services, we continue to foster a strong orientation towards quality delivery with robust teams for both quality control and assurance functions. When the pandemic impacted the pattern of external audits from stakeholders, we significantly increased the frequency of our internal audits and quality checks to ensure that the usual exemplary service deliverable standards were maintained.

Financial Review

The financial statements of TAKE Solutions Ltd and its subsidiaries (collectively referred to as ‘TAKE or the Company are prepared in compliance with the Companies Act, 2013 and Indian Accounting Standards (IND-AS)). Details of Significant Accounting Policies used for the preparation of the financial statements are presented in the notes to the consolidated financial statements appended later in this Annual Report. The discussions below relate to the Consolidated Statement of Profit & Loss for the year ended March 31, 2022, and the Consolidated Balance Sheet as at March 31, 2022. The consolidated results are relevant for understanding the financial performance of TAKE, which has global operations and a significant presence outside India.

Results of operations

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

The revenue dropped by 15% YOY to J6,552 Mn from J7,740 Mn in 2020-21 due to discontinuance of operations due to sale of foreign subsidiaries, the revenue is not considered in Q4 of 2021-22.

				Rs. Mn
	FY22	FY21	FY20	FY19	FY18
OPERATIONS
Income from operations	6,552	7,740	22,129	20,390	15,872
Operating EBIDTA	73	(730)	1,689	3,835	3,065
Net Profit / (loss) for the year after Minority Interest	(7,823)	(4,520)	(124)	1,773	1,605
Basic Earning per Share	(53.50)	(30.91)	(0.85)	12.13	12.19
Diluted Earning per Share	(53.50)	(30.91)	(0.84)	12.09	12.15
FINANCIAL POSITION
Working Capital	843	7,164	9,188	8,832	10,310
Total Assets	12,228	18,446	24,833	23,339	18,436
Total External borrowings	585	5,142	5,532	4,739	3,226
Trade Receivables	815	4,339	7,008	5,254	4,692
Shareholders Equity	1,808	11,247	15,753	15,182	13,283
OTHER DATA
Net Fixed Assets excluding Goodwill	339	4,000	6,190	5,948	3,151
Goodwill on Acquisition	-	2,640	3,283	3,063	764
Goodwill on Consolidation	539	2,371	2,384	2,315	2,396

Total cost during the year stands at J7,570 Mn. Total cost as a proportion of revenue reduced 1451 bps from 127.19% in 2020-21 to 112.68% in 2021-22. Direct Costs are those that are required to be incurred for purposes of completing the contractual obligations entered with customers – Employee and Contracted Resources compensation costs as well as technology licenses, subscriptions, and such related costs necessary for the delivery of contracted services.

	FY22		FY21
	FY22	FY21	FY20	FY19	FY18
Particulars	Amount (JMn)	% of Total Income	Amount (JMn)	% of Total Income	Change %
Employee Costs	3,094	46.06	4,738	60.27	-34.69%
Other Direct costs	1,941	28.89	1,881	23.93	3.19
TOTAL Direct Costs	5,035	74.95	6,619	84.21	-23.93
SGA Expenses	1,444	21.49	1,852	23.56	-22.03
Amortization of Capitalized Software Costs	458	6.82	602	7.66	-23.92
Depreciation	340	5.06	552	7.02	-38.41
Finance Expenses	293	4.36	373	4.75	-21.45
TOTAL COST	7,570	112.68	9,997	127.19	-24.27

Employee cost

The Companys employee benefits cost reduced 34.69% from J4,738 Mn in 2020-21 to J3,094 Mn in 2021-22. As a percentage of the total cost, employee cost was 40.87% in 2021-22 against 47.39% in the previous year. Employee costs have come down significantly as an outcome of proactively delayering the organization.

Depreciation

Depreciation and amortization expense for the Company reduced 30.85% from J1,154 Mn in 2020-21 to J798 Mn in 2021-22, accounting for 11.88% of the revenue in 2021-22 compared to 14.68% in 2020-21. While write-off of purchased intangibles and tangibles are treated as depreciation, IP developed by the company is amortized.

Finance cost

Finance cost comprised of interest charges on credit facilities availed by the company as well as the impact of forex rate fluctuations pertaining to interest payments in other currencies incurred by subsidiary companies and related expenses like processing charges. Interest costs reduced in 2021-22 by 21.45%, as it stood at J293 Mn against J373 Mn in 2020-21. The potential impact of the reduction in LIBOR rates resulted in reduced cost on USD denominated loan.

Taxation

Total tax liability for the year stood at J36.16 Mn against J135.50 Mn in 2020-21. The tax rate for the Company stood at -4.24% during the year under review.

Earnings per share

There is a decline in the companys earnings per share from J(30.91) per share in 2020-21 to J(53.50) in 2021-22.

Foreign currency transactions

The company generated a majority of its revenues from outside India, especially from the USA. The accounting treatment for reporting financial performance and position at the end of the year was in consonance with the requirements of the IndAs. In conformance to this, the Statement of Profit and loss for the year reflected a 0.48% increase in average USD exchange rates over the previous year in Revenues and Expenses. The performance of international subsidiaries was translated at the average USD to INR rate for the current financial year at J74.55 as against J74.19 in 2020-21. However, on account of a significant natural hedge for risks associated with foreign currency fluctuations by virtue of international operations both in terms of revenues and costs, there was no significant impact on operations.

While conforming to IndAs in Balance Sheet reporting (requiring reporting at the closing rate on the last date of the year), there would be an impact of about 3.12% increase in closing rates of the Indian Rupee as at March 31, 2022 vis-a-vis March 31, 2021 respectively. The Balance Sheet reported a closing USD to INR rate of 75.65 in FY 2022 as against 73.37 in FY 2021.

Share capital

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

Reserves and surplus

Reserves and surplus of the Company reduced 85.03% from J11,101 Mn as on March 31, 2021, to J1,662 Mn as on March 31, 2022. The reduction was owing to reduced retained earnings derived on account of loss during the year.

Borrowings

Borrowed funds of the Company reduced by 88.62% from J5,142 Mn as on March 31, 2021, to J585 Mn as on March 31, 2022, largely due to the debt repayments of USD denominated loan. During the year, the companys long-term borrowing for the Company stood at J284 Mn as on March 31, 2022, as against J1,985 Mn as on March 31, 2021. The Companys gearing stood at 0.32 in 2021-22 compared to 0.46 in 2020-21.

Working capital

Trade receivables as on March 31, 2021, stood at J815 Mn against J4,339 Mn as on March 31, 2021, showing a reduction of 81.22%. Current investments of the Company is nil as on March 31, 2022 and March 31, 2021. The total Current Liabilities have increased from J5,243 Mn as on March 31, 2021 to J10,068 Mn as on March 31, 2022, owing to liabilities held for sale is kept in Balance Sheet. The trade payables of the company reduced form J416 Mn March 31, 2021 to J288 Mn as on March 31, 2022.

Cash and bank balance

The cash and bank balance decreased by 24.94% as it stood at J295 Mn as on March 31, 2022 compared to J393 Mn as on March 31, 2021.

Ratio Analysis

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

Ratio	FY22	FY21	Formula
(i) Debtors Turnover	2.54	1.36	Turnover / Average Trade Receivable
(ii) Interest Coverage Ratio	-1.91	-4.73	EBIT/Interest Expense
(iii) Current Ratio	1.08	1.64	Current Assets / Current Liabilities
(iv) Debt Equity Ratio	0.32	0.46	Net Debt / Shareholders Equity
(v) Operating Profit Margin (%)	3.63%	-7.89%	Operating EBIDTA / Operating Revenue
(vi) Net Profit Margin (%)	-13.57%	-58.58%	PAT / Operating Revenue
(vii) Return on Net worth (%)	-13.63%	-33.51%	PAT / Average Net worth

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

Interest Coverage Ratio – There has been an improvement in the interest coverage ratio (1.91) in 2021-22 against (4.73) in 2020-21 as the company recouped from COVID-19 pandemic. Operating Profit Margin (%), Net Profit Margin (%) and Return on Net worth (%) – There is a significant improvement on the companys annual performance though it needs to enter into positive percentages.

Cash flow statement

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

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

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