Management's Discussion & Analysis

THE MANAGEMENT'S DISCUSSION AND ANALYSIS CONTAINS CERTAIN "FORWARD- LOOKING STATEMENTS" CONCERNING OUR FUTURE OPERATIONS, PROSPECTS, STRATEGIES, FINANCIAL CONDITION, FUTURE ECONOMIC PERFORMANCE (INCLUDING GROWTH AND EARNINGS), DEMAND FOR OUR PRODUCTS AND SERVICES AND OTHER STATEMENTS OF OUR PLAN, BELIEFS, EXPECTATIONS ETC. THESE FORWARD LOOKING STATEMENTS GENERALLY CAN BE IDENTIFIED BY WORDS OR PHRASES SUCH AS "AIM", "ANTICIPATE", "BELIEVE", "TARGET", "EXPECT", "ESTIMATE", "INTEND", "OBJECTIVE", "PLAN", "PROJECT", "SHALL", "WILL", "WILL CONTINUE", "WILL PURSUE", "CAN", "COULD", "MAY" ,"SHOULD"," WOULD" OR OTHER WORDS OR PHRASES OF SIMILAR IMPORT. SIMILARLY, STATEMENTS THAT DESCRIBE OUR OBJECTIVES, PLANS OR GOALS ARE ALSO FORWARD LOOKING. THESE FORWARD LOOKING STATEMENTS WE MAKE ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND ARE SUBJECT TO VARIOUS ASSUMPTIONS, RISKS AND OTHER FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE SUGGESTED BY THESE FORWARD LOOKING STATEMENTS. THESE FACTORS INCLUDE AMONG OTHERS, THOSE SET FORTH BELOW. FORWARD LOOKING STATEMENTS THAT WE MAKE OR THAT ARE MADE BY OTHERS ON OUR BEHALF ARE BASED ON KNOWLEDGE OF OUR BUSINESS AND THE ENVIRONMENT IN WHICH WE OPERATE. WE CANNOT ASSURE YOU THAT THE RESULTS OR DEVELOPMENTS ANTICIPATED BY US WILL BE REALIZED OR, EVEN IF SUBSTANTIALLY REALIZED, THAT THEY WOULD HAVE THE EXPECTED CONSEQUENCES TO OR EFFECTS ON US OR ON OUR BUSINESS OPERATIONS.

Company Overview

Incepted in 2000, TAKE Solutions has grown exponentially over the decade, standing tall as a globally recognized knowledge intensive technology solutions provider to more than 400 marquee clients including 9 of the top 10 global Pharma companies.

TAKE is a domain centric knowledge expert operating primarily in the highly specialized and niche domains of Life Sciences (LS) and Supply Chain Management (SCM), with significant emphasis in creating and developing IPs to address global business needs.

With its tremendous expertise as a pioneer in the field of Life Sciences, TAKE identified the immense potential in the global LS Research & Development (R&D) and Information Technology (IT) outsourcing markets. Using this knowledge, TAKE made the strategic decision to give its LS data services business a distinct brand identity in the form of 'Navitas' which is poised to cement its position as a domain-centric expert for clients.

In Supply Chain Management, TAKE has concentrated its efforts onto profitable areas, where it continues to provide pragmatic solutions to its clients, enabling efficient operations.

With its global headquarters in Chennai, India, TAKE makes its international brsence felt with offices in North & Latin America, Asia Pacific, Europe and the Middle East, servicing global clients across 8 countries. TAKE also continues to be the brferred employer brand in Asia, being ranked 2nd for the second consecutive year at the 5th Asia Best Employer Brand Awards held in Singapore.

Life Sciences(LS)

Market Landscape

The current Life Sciences industry scenario brsents unique challenges to its players, arising from the macro-economic, demographic and industry specific factors. Constrained pipelines and targets have resulted in loss of patents. There is an increased brssure on the pharmaceutical industry to curtail R&D costs and quicken time-to-market of its products amidst heightened government regulations. Patient expectation management has also become more nuanced, with rising patient involvement in health management decisions and treatment regimes. As the search for efficiency continues, Pharma & Biotech companies are looking to partner with niche vendors in the Life Sciences space for better collaboration and consumerization. This has resulted in the tremendous growth of Life Sciences outsourcing, to meet the dual purpose of domain expert advice and R&D cost reduction.

Global IT spends by pharmaceutical sector is estimated at 3.4% of their annual revenue. The Life Sciences data management market is valued at USD 15.9 billion, which is expected to grow at annual rate of 12% in the medium term. TAKE addresses three segments of this market; namely Clinical, Regulatory and Safety, which are valued at USD 8.2 billion and expected to grow at a CAGR of 15.9% till 2020.

Clinical

Rising cost, growing complexities of conducting clinical trials and increased regulatory brssure have compelled pharmaceutical players to adopt new outsourcing models, fuelling growth in the Clinical Data Management industry. In addition, rise in the number of patent expirations and failure of drugs during the trial phase have triggered the overall growth of the pharmaceutical outsourcing industry, leaving Pharma & Biotech companies to focus on their core strategies and utilize their internal resources for more critical in-house projects.

The market opportunity for TAKE in the Clinical Data Management Outsourcing Services market is approx. USD 4.0 billion and it is expected to see the highest growth rate of 17.3% from 2014 to 2020 among other outsourced segments. This favourable percentage has been attributed to the growing adoption of advanced IT services such as cloud applications and enhanced software services provided by Information Technology Outsourcing (ITO).

Regulatory

Regulatory Affairs outsourcing enables the successful approval and launch of drugs or devices for Life Science, Pharma and medical device manufacturing companies. Regulatory Affairs outsourcing by biopharmaceutical companies has also minimized losses due to recalls and product approval delays. These factors have led to the consistent growth of Regulatory Affairs outsourcing in the global outsourcing market. The global Regulatory Affairs outsourcing market is expected to grow at a CAGR of 14.6% from 2014 to 2020. The USD 1.9 billion market is estimated to reach a value of USD 4.9 billion by the end of 2020.

Safety/Pharmacovigilance

While Pharmacovigilance (PV) has been essential to the industry, recent trends have significantly heightened its fundamental importance. The need for more systematic safety documentation for drug approvals and increased awareness of adverse drug reactions have made drug safety a high priority for consumers and regulators. Safety concerns have prompted global mandates for submitting significantly more granular product information, as well as created a demand for new levels of clinical and safety data transparency.

As a result, demand for robust compliance systems and experienced talent has raised the cost of maintaining the infrastructure necessary to support pharmacovigilance. The ability of Pharma companies' to scale up compliance and quality operations have been limited by their capacity to attract and retain qualified people to staff its in-house PV function. This, among other factors, is inducing them to partner with external experts. According to a survey by Deloitte, apart from addressing the three main pain points of in-house PV, namely, talent shortage, sub-optimal compliance processes and technology infrastructure investments, PV outsourcing helps organisations achieve cost savings of more than 10%. The global pharmacovigilance market was valued at USD 2.3 billion in 2013 and is expected to expand at a CAGR of 14.2% from 2014 to 2020 to reach USD 5.8 billion in 2020.

TAKE's LS Offerings: Capitalizing on Market Opportunities

With a highly experienced workforce, 15 Intellectual Properties and three patents, TAKE is well positioned to take advantage of the opportunities available in the large and growing Life Sciences' services and IT outsourcing market. TAKE LS provides transformational collaboration with Life Science companies, partnering to become an extension of their in-house development team. As an end-to-end collaborator, your Company has the capabilities to support our customers across the entire value chain of drug and device development. Our Functional Service Provider model enables us to be highly flexible and respond rapidly to customer requirements.

Our products, solutions, and business services enable our customers to address their needs within the R&D as well as the commercialization areas. Our deep domain expertise, process understanding, and technology capabilities in partnership with select strategic partners enable us to deliver transformational results and better outcomes for sponsors in the areas of Clinical, Regulatory, Safety and Technology.

TAKE continuously invests in developing Intellectual Properties (IPs), which enforces our domain expertise and bring industry recognition.

Life Sciences Performance

During FY 15, we were largely focused on operational integration efforts and engaged in strategic thinking to help enhance the value to our customers. The well-thought-through branding process and a flawless execution of the re-branding exercise allowed us to brsent a cohesive and integrated strategy to our customers, prospects, investors, vendors, partners, employees and other stakeholders. The strategic assembly of our exclusive industry leading advisory services, technologists and R&D outsourcing service units is a very unique concept in the industry. FY 15 witnessed a growth in pvnet and pvconnect memberships along with the creation of new networks for Chief Medical Officers and Regulatory Information Management. The networks continue to actively engage in discussions involving new and changing regulations as well focus on improvement of operational metrics through appropriate knowledge share sessions.

FY 15 also saw a significant rise in investments made by Life Sciences companies in technologies to brserve or enhance quality, Compliance, Risk Management, to abide by regulatory requirements or to simply enable operational efficiencies. We played an active role in securing several engagements across geographies, be it to implement and support, or to host the environment in a cloud. Our strategic partnerships with enterprise software companies like Oracle, Sparta Systems, Axway, Generis and others got a fillip and in some cases allowed us to enhance our partnership for co-development efforts. Our outsourced services units continued to provide crucial support for statistical analyses and packaging of submissions on behalf of sponsors to regulatory authorities as well as continued to execute dossier life cycle management activities of marketed products, while looking to expand into new geographies to support our customers. With an aim to create a large pool of scalable, sustainable and technology enabled subject matter experts for the industry, we launched the TAKE Academy of Life Science & Leadership (TALL) and are beginning to see it anchor.

Life Sciences: Looking Ahead

With a sound understanding of the industry and the business brssures under which our customers are making decisions on a daily basis, we believe that we are well poised with our set of stock offerings to grow and scale organically. Where pertinent and where we are convinced that an inorganic strategy will complement our objectives, we will not hesitate to acquire and grow.

In an era spurring insights and intelligence, where far more data especially unstructured is being crunched, processed, analysed and leveraged for near real-time actions, where technology is driving obsolescence at an ever increasing pace, it is imperative that we stay in step. Recognizing that innovation is key to enterprise viability and value creation, we are actively investing in building IP assets across Life Sciences and Healthcare. We will focus on building solutions using cutting edge technologies, leveraging real world data including that from social media channels in order to ensure that our customers remain increasingly competitive and the patient community is well served by safer, more effective and affordable therapies.

Supply Chain Management(SCM)

Market Landscape

With an annual growth of 10.8%, Supply Chain Management (SCM) and Procurement Applications outpaced most software markets to total USD 9.9 billion in 2014, according to Gartner, Inc. The SCM and procurement software market experienced consistent tangible growth through sustained application demand. This could be attributed to the role of the Supply Chain as a key source of competitive advantage in driving business growth objectives, such as improved customer satisfaction, greater business agility and operational improvements. SCM offerings delivered as cloud showed above-market growth of 17%, while new on-brmises licenses also grew significantly at 9%, as organizations sought to modernize their Supply Chain portfolio through a variety of delivery models.

According to Gartner, the SCM market is fragmented, with the top 10 vendors maintaining about 55 percent of total market share. Collectively, the remaining 57 vendors experienced annual revenue growth of 9.6%, indicating not only opportunity in the market created by acquisitions, but also strong demand for specialized offerings that are competitive, and often complementary, to the larger-suite providers' offerings.

TAKE SCM Offerings:

Competitive Through Specialized Offerings

Solutions from TAKE Supply Chain are designed to deliver better end-to-end visibility and control across the Plan, Source, Make, Deliver spectrum. Partner collaboration and spend management are significantly improved through powerful procure to pay and visibility tools that are managed through a single console. Improved data accuracy comes through mobile data collection, greater workflow automation and data source alignment. As organizations can track and respond to vital information and activities, they can proactively enhance the performance of their supply chain. Your Company also offers a range of engineering and design services to global automotive manufacturers, aspiring to realize their new product innovations and inventions into a commercial product.

TAKE SCM Performance

FY 15 was an exciting year for TAKE SCM. We have kept a strong focus on the large and medium size manufacturers and have pushed our offerings that extend the capabilities of ERP. Further, we have taken concrete steps to move from the enterprise licensing model to a SaaS model.

Our Engineering Services Division in India launched its Conflict Minerals offering to help companies in the US comply with the Dodd Frank Act. In the Middle East, our Enterprise Mobility team co-created RoutePro Unwired with SAP and released a mobile version of RoutePro to better enable tracking of van sales. Our Trading Partner Collaboration team in the US released a SaaS version of our OneSCM® software to better serve the manufacturing and distribution companies.

SCM: Looking Ahead

FY 16 shows great promise for your Company's SCM operations. We will continue to reap the benefits of our matured offerings in all geographies, while investing in creating new IP to ensure continued growth. We will have a stronger focus on expanding operations to new geographies, as well as build our brands in existing geographies. Towards this we are looking to invest in central sales and marketing team for our SCM business. Further, we are looking to diversify our offerings and cross-sell across geographies, solidifying our stance as a global solutions provider.

We will continue to streamline our businesses further to improve profitability and increase our investment in understanding the best market opportunities, in niches we operate in.

Financial Performance

The financial statements of TAKE Solutions Ltd and its subsidiaries (collectively referred to as TAKE or the Company) are brpared in compliance with the Companies Act, 2013 and Generally Accepted Accounting Principles in India (Indian GAAP).

Details of Significant Accounting policies used for the brparation of the financial statements are brsented 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, 2015 and the Consolidated Balance Sheet as at March 31, 2015. The Consolidated results are more relevant for understanding the financial performance of TAKE, which has global operations, and significant brsence outside India.

Results of Operations (Consolidated)

Highlights

The Company had chartered a strategy in the brvious year FY 2014 of shrinking to refocus and grow in niche segments. This has yielded results in the current year FY 2015 after strategic divestment of a subsidiary and discontinuation of non-core business, by way of higher EBITDA.

TAKE Solutions' Operating Revenue and Total Income registered a de-growth of 10% in X terms over FY 2014 Revenue. In constant dollar terms, Operating Revenue registered a de-growth of 11%.

Our Operating Revenues have grown at a Compound Annual Growth Rate (CAGR) of 16% over the last 5 years, while Operating EBITDA has grown at 18% during the same period.

The current year's comparative income statement is given below in tabular form:

Revenue by Vertical

The financial year ended March 31, 2015 saw Revenues from Life Sciences grow by Rs. 426 Mn, a growth of 10% year-on-year and amounting to Rs. 4,751 Mn. TAKE has a Revenue CAGR from this vertical of 26% over the last 5 years. The vertical saw significant year-on-year growth in the US geography, with the overall performance a leading indicator of TAKE's continuous strategic focus on domain strength in Life Sciences and strong customer relationships.

Revenue By Vertical FY15

Supply Chain Management vertical, registered revenues substantially lower than the brvious year consequent to the divestment of a subsidiary towards the end of the brvious year.

Revenue by Geography

Revenue from Asia-Pac shrunk by 41% during the year to Rs 1,689 Mn impacting from the disinvestment made in the last quarter of the brvious year of an Asia-Pac subsidiary. This was part of strategic initiatives initiated in the brvious year, to discontinue businesses that were not aligned to the business orientation and focus on growth & profitability. In terms of percentage contribution to total revenue, Asia-Pac contributed 22.9% of the revenue this year compared to 34.6% in FY 2014.

Revenue from the USA grew to  Rs  5,203 Mn during the year compared to  Rs  4,917 Mn last year, an increase of 5.8% year-on-year. This amounts to 70.4% of the total revenue of FY 2015 compared to 59.8% in FY 2014.

The share of Europe to total revenue stood at 6.7% in FY 2014, amounting to  Rs  495 Mn. This is compared to a revenue share of 5.5% in the brvious year aggregating to  Rs  453 Mn.

Customer Concentration

Top 10 customers contributed to 29% of the total revenue in FY 2015, 8% from SCM vertical and 21% from LS vertical. Top 5 customers contributed to 19% of the total revenue.

Cost Analysis

Direct Costs of Revenue

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. This expense group stands at  Rs  4,093 Mn in the current financial year compared to Rs. 4,800 Mn in FY 2014. As percentage of Revenue, this is a 3% drop over the brvious year, indicating better cost effectiveness and made possible by superior functional expertise as well as leverage of IP developed in-house.

Total Cost of Rs. 6,534 Mn in FY 2015 compares to Rs. 7,589 Mn in the brvious year. While there is a drop in the absolute value of expenditure incurred, S,G&A expenditure for the period has grown as percentage of total revenue earned. Compared to the brvious year, expenses pertaining to communication, travel, legal & professional charges and office expenses have gone up.

Debrciation & Amortization

Non-cash expenses including Debrciation & Amortization have decreased by 22% from Rs. 769 Mn in FY 2014 to Rs. 596 Mn in the current year. Both these expenses are amortization of intangible assets over defined life of assets as per accounting policy typically over a 3 year time frame. While write off of purchased intangibles is termed debrciation, that of IP internally developed by the company are termed amortization.

Finance Cost

Finance Cost reported during the year includes Interest charges on credit facilities availed by the company as well as impact of forex rate fluctuation pertaining to interest payments in other currencies incurred by subsidiary companies and related expenses like processing charges.

Finance Cost reported at Rs. 127 Mn is 8% lower than the brvious year's Rs.138 Mn. Adjusting for Rupee debrciation during the year, current year finance cost is 12% lower than the brvious year.

Taxation

Tax expense for the current year FY 2015 stands at Rs. 54 Mn from Rs. 10 Mn last year, resulting in an increase in the effective rate of taxation from 2% to over 6%. This is due to increase in the deferred tax expense for the year offset by drop in current tax component as well downward revisions to tax pertaining to prior years. Deferred tax expense is a function of the difference in carrying amount of assets considered for tax reporting purposes and for GAAP reporting according to laid out Accounting Standards.

MinorityInterest

Minority Interest has increased from Rs. 38 Mn to Rs. 100 Mn during the year, mainly a function of performance of subsidiaries. FY 2014 had seen a decline in profits posted by two of our subsidiaries in Middle East and US, but have rebounded in the current year. Hence, the current figures are more comparable to the performance posted by them 2 years before.

Earnings perShare

The Net Profit for the year ended March 31, 2015 at Rs. 699 Mn, has improved by 21% over the Rs. 580 Mn reported for the year ended March 31, 2014.

This has resulted in the EPS (Basic) also going up correspondingly from Rs. 4.83 per share to Rs.5.82 for the current year.

Foreign Currency Transactions

The company has a substantial part of its revenue generated outside India, significantly the USA. The accounting treatment for reporting financial performance and position at the end of the year is in consonance with the requirements of the Indian GAAP.

In conformance to this, the Statement of Profit & loss for the year reflects 1.2% increase in average USD exchange rates over the brvious year, in both Revenue & Expenses. Performances of international subsidiaries have been translated at the average USD to INR rate for the year of  Rs 61.18. However, on account of the significant natural hedge for risks associated with foreign currency fluctuations by virtue of its international operations both in terms of Revenue & Costs, there is no significant impact on the Result of Operations reported.

Similarly, conforming to Indian GAAP in Balance Sheet reporting, requiring reporting at the Closing rate on the last date of year, there would be an impact of about 5% increase in closing rates of the Indian Rupee as at March 31, 2015 and 2014 respectively, resulting in Balance Sheet expansion.

Financial Position

Share Capital

There were no movements in the Share Capital of the Company during the year. There was no movement in the Employee Stock Option Scheme 2007 established by the Company in terms of new options granted or options exercised.

Reserves and Surplus

Reserves and Surplus of the Group stood at Rs.5,124 Mn as at March 31, 2015 as against Rs. 4,580 Mn as at March 31, 2014, an increase of 12%.

Of the Rs. 544 Mn increase in the Reserves & Surplus during the year, Rs. 437 Mn increase is attributable to profit accretion after relevant appropriations and Rs. 103 Mn increase to movement in Foreign Currency Translation Reserve. The balance is attributable to changes in Capital Reserves, mainly due to change in closing forex rates over the brvious year.

Management's Discussion & Analysis

There has been a significant reduction in term loans outstanding in the current year, as these are time based payments. Loans availed from Banks are working capital loans and brdominantly in foreign currency, and as such are shown at closing rates brvailing as at March 31, 2015. Thus, the increase of Rs. 73 Mn adjusted for fluctuation in rates INR vs USD would actually reflect a decrease of Rs. 22 Mn

Trade Payables (Current Liabilities)

Trade Payables (Current Liabilities) rebrsenting payables for Purchase of Goods and Services dropped from Rs. 570 Mn to Rs. 421 Mn during the financial year ended March 31, 2015.

Deferred Tax Liabilityand Deferred Tax Assets

According to our Accounting Policies, Deferred Tax Assets and Deferred Tax Liability are offset tax jurisdiction-wise.

Deferred Tax arises on certain items like Debrciation, Amortization, Employee benefits, etc., on account of timing differences between expense recognition for financial reporting purposes and Income Tax purposes, and is appropriately reflected as a Deferred Tax Asset or Liability.

During the year, Deferred Tax Asset decreased from Rs. 6 Mn to Rs. 3 Mn, while Deferred Tax Liability increased from Rs. 167 Mn to Rs. 170 Mn. This is attributable to the time effect of capitalization of fixed assets during the year on I-GAAP reporting and tax reporting in the relevant tax jurisdiction.

Other Current Liabilities and Provisions

Other Current Liabilities include Current Maturities of Long Term Debt, Unclaimed dividends, Interest due, Statutory Payables and Deferred Revenue.

Provisions (Long term & Short term) include provision for Employee Benefits & Taxes and Proposed dividend.

Fixed Assets and Software Product Costs

This includes Tangible assets by way of Buildings, Furniture & Fixtures, Vehicles, Computers & related assets as well as Intangibles assets like Goodwill on acquisition and internally generated software capitalized in accordance with appropriate Accounting Standards.

The net additions during the year ended March 31, 2015 amounts Rs.100 Mn, significantly in Computer & Related Software, both by way of replacement & additions.

The Company has continued its strategy of developing and offering services across different technology platforms to offer bundled services including providing infrastructure & data security management related services. These initiatives are customer specific with a view to strengthen strategic relationships and to augment future revenues.

Goodwill on Consolidation

The increase in Goodwill on Balance Sheet reported as at March 31, 2015 as compared to the brvious year of Rs. 209 Mn reflects adjustments of deferred consideration against purchase consideration for Europe subsidiary bringing down goodwill; merger of a US subsidiary with its parent; as well as impact of debrciation of rupee value during the year by 5%.

Current and Non-Current Investments

During the year, the company liquidated its investments in Non -Convertible debentures and is yet to renew the same. The closing balance of non-current investments rebrsents carrying amount of its investment in Mutual Funds.

Cash and Cash Equivalents

Balances held in Banks and as Cash increased by Rs. 470 Mn from Rs. 773 Mn as at March 31, 2014 to Rs.1243 Mn as at March 31, 2015, an increase of 61% as it includes deposits credited but not renewed. The Reported figure includes deposits of Rs. 15 Mn and other Earmarked balances of Rs. 14 Mn as at March 31, 2015.

Inventories

Inventory is held in the course of delivering certain supply chain related solutions to clients. As at March 31, 2015, the value of inventory held increased by 33% from Rs. 172 Mn to  Rs  230 Mn. This is a function of the work-in-progress of contracts that are at various stages of completion.

Trade Receivables

Receivables from customer stood at Rs. 2,405 Mn as at March 31, 2015, an increase of 8% over the Rs.2,233 Mn balance shown as at March 31, 2014. The increase reflects the revision in credit period effected by some of its key customers across the board to all its contractors and the impact of Rupee debrciation.

Loans,Advances and Other Current Assets

This rebrsents security deposits of various nature, advances to staff, suppliers of service and products of capital nature, Interest receivable, Advance tax and other tax receivable as well as Unbilled Receivables.

This increase from Rs. 1,079 Mn as on March 31, 2014 to Rs. 1,531 Mn as at March 31, 2015, by about 42%. This is mainly on account of increase in Unbilled Receivables and advances made towards future IP and asset creation.