We have audited the accompanying standalone financial statements of TAKE Solutions Limited ("the Company"), whichcomprise the Standalone Balance Sheet as at March 31, 2025, the Standalone Statement of Profit and Loss (including OtherComprehensive Income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows forthe year then ended and notes to the standalone financial statements including summary of material accounting policiesand other explanatory information (hereinafter referred to as "the standalone financial statements").
In our opinion and to the best of our information and according to the explanations given to us, except for the possibleeffects of the matter described in the Basis for Qualified Opinion section of our report, the aforesaid standalone financialstatements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a trueand fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act ("Ind AS") andother accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, and itsloss and total comprehensive income, changes in equity and its cash flows for the year ended on that date.
1. As stated in Note No 2.4(a) Standalone financial statements show tax assets to an extent of ? 88.32 Million pertain tovarious assessment years relating to the financial periods ending upto March 31, 2021. In the absence of sufficientappropriate evidence to corroborate management's assessment of recoverability of these balances, we are unable tocomment on the carrying value of above receivables and the shortfall, if any, on the amount that would be ultimatelyrealizable from the tax authorities considering the fact that the Company's contingent liabilities as at 31 March 2025include contingent liabilities as stated in Note No. 4(a) aggregating to INR 108.03 Million pertaining to direct taxlitigations pending before various forums relating to the above periods, for which the assessment on whether theoutflow 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, weare unable to comment upon the appropriateness and classification of the aforesaid amounts as provision or contingentliabilities 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 standalonefinancial Statements, we are unable to comment on the usage/recoverability of indirect tax credit/receivables of INR53.63 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 hasincurred huge loss after tax of INR 697.36 Million for the year ended March 31, 2025 (INR 2072.51 Million for the yearended March 31, 2024) on account of divestment of Ecron Acunova Limited and recognition of impairment loss oncertain 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 asevidenced by lower volume of business. In addition, the Company has significant litigations under direct tax law andthe 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) aboveindicate the existence of a material uncertainty that may cast significant doubt on the Company's ability to continueas a going concern and therefore the Company may be unable to realize its assets and discharge its liabilities in thenormal course of business. Despite the above factors, the Standalone Financial Results have been prepared on a"going concern basis" and no adjustment has been made to the carrying value of assets and liabilities, as the Companyduring the reporting period has successfully divested its 100% stake held in subsidiary Ecron Acunova Limited, theproceeds of which were available to meet the pending statutory and debt obligations of the subsidiary through thisFinancial Year. Further, the Company has pragmatically initiated conversations for diversification of operations toother verticals subject to current non-compete obligations applicable in the CRO industry. The company's strategyis to solicit mutually rewarding business partnerships/Mergers & Acquisitions in non-cash transactions and a positiveclosure of the deal is expected in the Financial Year 2026. While the plans for diversification of operations to otherverticals are under discussion, the consequential impact on the going concern assumption is not ascertainable at thisstage in the absence of detailed management's assessment on the entity's going concern and hence we are unable tocomment on whether the preparation of standalone financial results on a going concern basis is appropriate and onthe consequential impact, if any, on the standalone financial statements.
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing ("SA"s)specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor's
Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Companyin accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAI") together with theethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Actand the Rules thereunder and we have fulfilled our other ethical responsibilities in accordance with these requirementsand the ICAI's Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our qualified opinion on the standalone financial statements.
We draw attention to Note No 15(b) regarding non-compliance of provisions of LODR as on reporting date in respect ofappointment of Compliance officer (Qualified Company Secretary) and composition of the Board of Directors post theresignation of the executive director.
Our opinion is not modified in respect of this matter.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of thestandalone financial statements of the current period. These matters were addressed in the context of our audit of thestandalone financial statements as a whole and in forming our opinion thereon and we do not provide a separate opinionon these matters. In addition to the matters described in the ‘Basis for Qualified Opinion' paragraph, we have determinedthat there are no key audit matters to communicate in our report.
The Company's Board of Directors is responsible for the other information. The other information comprises the informationincluded in the Management Discussion and Analysis, Corporate Governance and Directors' Report, but does not includethe Financial Statements and our auditor's report thereon. The other information as stated above is expected to be madeavailable to us after the date of this report.
Our opinion on the Standalone Financial Statements does not cover the other information and we will not express any formof assurance conclusion thereon.
In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other informationidentified above and in doing so, consider whether the other information is materially inconsistent with the StandaloneFinancial Statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
When we read the annual report, if we conclude that there is a material misstatement therein, we are required tocommunicate the matter to those charged with governance and take appropriate action as applicable under the relevantlaws and regulations.
The Company's Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Actwith respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs,profit/ loss and other comprehensive income, changes in equity and cash flows of the Company in accordance with theaccounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified underSection 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that wereoperating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation andpresentation of the standalone financial statements that give a true and fair view and are free from material misstatement,whether due to fraud or error.
In preparing the standalone financial statements, the Management and Board of Directors are responsible for assessingthe Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and usingthe going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to ceaseoperations, or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the Company's financial reporting process.
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are freefrom material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are consideredmaterial if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticismthroughout the audit. We also:
• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraudor error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficientand appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that areappropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinionon whether the Company has adequate internal financial controls with reference to financial statements in place andthe operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and relateddisclosures made by the Management and Board of Directors.
• Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis ofaccounting in preparation of standalone financial statements and, based on the audit evidence obtained, whether amaterial uncertainty exists related to events or conditions that may cast significant doubt on the Company's abilityto continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attentionin our auditor's report to the related disclosures in the standalone financial statements or, if such disclosures areinadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date ofour auditor's report. However, future events or conditions may cause the Company to cease to continue as a goingconcern.
• Evaluate the overall presentation, structure and content of the standalone financial statements, including thedisclosures, and whether the standalone financial statements represent the underlying transactions and events in amanner that achieves fair presentation.
Materiality is the magnitude of misstatement in the financial statements that individually or in aggregate, makes it probablethat the economic decisions of a reasonably knowledgeable user of financial statements may be influenced. We considerqualitative materiality and qualitative factors in (i) planning the scope of our work and in evaluating the results of our work;and (ii) to evaluate the effect of any identified misstatement in the standalone financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timingof the audit and significant audit findings, including any significant deficiencies in internal control that we identify duringour audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirementsregarding independence, and to communicate with them all relationships and other matters that may reasonably bethought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of mostsignificance in the audit of the standalone financial statements of the current period and are therefore the key auditmatters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about thematter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our reportbecause the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits ofsuch communication.
1. As required by the Companies (Auditor's Report) Order, 2020 ("the Order"), issued by the Central Government of Indiain terms of sub-section (11) of section 143 of the Act, we give in the "Annexure A" a statement on the matters specifiedin paragraphs 3 and 4 of the Order, to the extent applicable.
2. A. As required by Section 143(3) of the Act, we report that:
(a) We have sought and except for the matters described in the Basis for Qualified Opinion paragraph above, haveobtained all the information and explanations which to the best of our knowledge and belief were necessaryfor the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appearsfrom our examination of those books except for the matter stated in paragraph 2(B)(f) below on reportingunder Rule 11(g) of the Companies (Audit and Auditors Rules), 2014.
(c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss including Other ComprehensiveIncome, the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows dealtwith by this Report are in agreement with the books of account.
(d) Except for the matters described in basis for qualified opinion paragraph above, in our opinion, the aforesaidstandalone financial statements comply with the Indian Accounting Standards specified under Section 133 ofthe Act.
(e) The matters described in the basis for qualified opinion section may have an adverse effect on the functioning of theCompany;
(f) On the basis of the written representations received from the directors as on 31st March 2025 taken on recordby the Board of Directors, none of the directors is disqualified as on 31st March 2025 from being appointed asa director in terms of Section 164 (2) of the Act.
(g) The qualifications relating to the maintenance of accounts and other matters connected therewith are as statedin the "Basis for qualified opinion" paragraph above; the modification relating to the maintenance of accountsand other matters connected therewith are as stated in the paragraph 2A(b) above on reporting under Section143(3) (b) and paragraph 2B(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors)Rules, 2014.
(h) With respect to the adequacy of the internal financial controls over financial reporting of the Company andthe operating effectiveness of such controls, refer to our separate Report in "Annexure B". Our report expressesa qualified opinion on the adequacy and operating effectiveness of the Company's internal financial controls overfinancial reporting;
B. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to
the explanations given to us:
(a) The Company has disclosed the impact of pending litigations as at 31st March 2025 on its financial position inits standalone financial statements - Refer Note No. 4 to the standalone financial statements;
(b) The Company did not have any material foreseeable losses on long-term contracts including derivativecontracts;
(c) According to the information and explanations given to us and based on the audit procedures conducted byus, we report that there has been no delay in transferring amounts required to be transferred to the InvestorEducation and protection Fund by the Company;
(d) (i) The management has represented that, to the best of its knowledge and belief, as disclosed in Note No
11(i) to the standalone financial statements, no funds have been advanced or loaned or invested (eitherfrom borrowed funds or share premium or any other sources or kind of funds) by the Company to or in anyother persons or entities, including foreign entities ("Intermediaries"), with the understanding, whetherrecorded in writing or otherwise, that the Intermediary shall:
• directly or indirectly lend or invest in other persons or entities identified in any manner whatsoeverby or on behalf of the Company ("Ultimate Beneficiaries") or
• provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(ii) The management has represented that, to the best of its knowledge and belief, as disclosed in NoteNo. 11(i) to the standalone financial statements, no funds have been received by the Company fromany persons or entities, including foreign entities ("Funding Parties"), with the understanding, whetherrecorded in writing or otherwise, that the Company shall:
• directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoeverby or on behalf of the Funding Parties ("Ultimate Beneficiaries") or
• provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(iii) Based on the audit procedures performed that have been considered reasonable and appropriate in thecircumstances, nothing has come to our notice that has caused us to believe that the representationsunder sub-clause (i) and (ii) of Rule 11(e), as provided under (i) and (ii) above, contain any materialmisstatement.
(e) The Company has not declared or paid any dividend during the year; and
(f) Based on the representation received from the Management and on our examination carried out inaccordance with the Implementation Guidance on Reporting on AuditTrail under Rule 11(g) of the Companies(Audit and Auditors) Rules,2014 (Revised 2024 Edition) issued by the Institute of Chartered Accountants ofIndia, which included test checks, the Company has used accounting software for maintaining its booksof account for the financial year ended March 31, 2025 which has a feature of recording audit trail (editlog) facility with effective from end of business hours on 11.06.2024 and since then the same has operatedthroughout the period for all relevant transactions recorded in the software. Further, during the course ofour audit, we did not come across any instance of the audit trail feature being tampered with. Additionally,
audit trail has been preserved by the company as per the statutory requirements for record retention fromthe time it has been enabled.
C. With respect to the other matters to be included in the Auditor's Report in accordance with the requirements ofsection 197(16) of the Act, as amended:
In our opinion and according to the information and explanations given to us, the Company has not paid any remunerationto its directors during the current year. The Ministry of Corporate Affairs has not prescribed other details under Section197(16) of the Act which are required to be commented upon by us.
Chartered Accountants
Firm Registration Number: 004201S
Partner
Membership No: 216910UDIN: 25216910BMMLQQ2566Place: ChennaiDate: May 30, 2025