Dear Members,
Your Board of Directors ('the Board') hereby present the 25th
Annual Report of the Company along with the Audited Financial Statements (standalone &
consolidated) for the financial year ended March 31, 2025.
Financial Performance of the Company
The Audited Financial Statements of your Company as on March 31, 2025,
are prepared in accordance with the relevant applicable Indian Accounting Standards
(“IndAs”) and applicable provisions of the Companies Act, 2013
(“Act”). The summarized financial highlights as on March 31, 2025, is depicted
below:
|
Standalone |
Consolidated |
|
March 31, 2025 |
March 31, 2024* |
March 31, 2025 |
March 31, 2024 |
Particulars |
(in D Million) |
(in D Million) |
(in D Million) |
(in D Million) |
Total Income |
14,905 |
11,972 |
28,162 |
22,419 |
Less: Total Expenses |
13,042 |
11,162 |
25,755 |
22,506 |
Profit/(Loss) before share of
loss of an associate, exceptional items and tax expense |
1,863 |
810 |
2407 |
(87) |
Share of (loss) of an associate |
|
|
(297) |
(163) |
Profit/(Loss) before
exceptional items |
1,863 |
810 |
2,110 |
(250) |
Less: Exceptional items |
98 |
(483) |
270 |
(55) |
Profit/(Loss) before tax |
1,765 |
1,293 |
2,380 |
(305) |
Less: Provision for Tax |
444 |
75 |
174 |
242 |
Profit/(Loss) after Tax |
1,321 |
1,218 |
2,206 |
(547) |
Other comprehensive income/
(loss) |
(37) |
47 |
(50) |
48 |
Total Comprehensive income/
(loss) |
1,284 |
1,265 |
2,156 |
(499) |
* The Company has acquired business of Senseforth AI Research Private
Limited and accordingly the corresponding figures for the year ended March 31, 2024, of
the standalone financial statements have been restated. For more details on the same,
please refer Note no. 35 of the standalone financial statements of the Company.
Overview of Company's Financial Performance/State of Company Affairs
At the standalone level, the total income of the Company during the
financial year under review increased by 24.50% from 11,972 million in the previous
financial year to 14,905 million. Profit before tax for the period under review stood at
1,765 million as against profit of 1,293 million in the previous financial year. Profit
after tax for the period under review stood at 1,321 million as against profit of 1,218
million in the previous financial year.
At the consolidated level, the total income of the Company during the
financial year under review increased by 25.62% from 22,419 million in the previous
financial year to 28,162 million. Profit before tax stood at 2,380 million as against loss
of 305 million in the previous financial year. Profit after tax stood at 2,206 million as
against loss of 547 million in the previous financial year.
Dividend
The Board believes that it is prudent to plough back the profits of
your Company for its future growth, hence, the Board does not recommend any dividend for
the financial year ended March 31, 2025.
Transfer of Reserves
During the financial year under review, your Company do not propose to
transfer any amount to reserves.
Nature of Business and Changes During the year, if any
Your Company continues to provide advanced analytic services that help
companies leverage data driven insights in taking informed and effective decisions by
combining strengths of Artificial Intelligence, Engineering and Design along with domain
expertise. As such, there was no change in the nature of business or operations of the
Company during the financial year under review.
Change in the Status of the Company
The status of the Company was changed from private to public limited
company vide fresh certificate of incorporation dated May 16, 2024.
Material Changes and Commitments, if any, Affecting the Financial
Position of the Company, having occurred since the end of the year and till the date of
the Report
There have been no material changes and commitments affecting the
financial position of your Company which have occurred between the end of the financial
year 2024- 25 and the date of this Report.
Company's Policy on Directors' Appointment and Remuneration Including
Criteria for Determining Qualifications, Positive Attributes, Independence of a Director
and other matters provided under sub-section (3) of Section 178
The Board, basis the recommendations of the Nomination and Remuneration
Committee (NRC), at its meeting held on June 17, 2024, had adopted the Nomination and
Remuneration Policy pursuant to the applicable provisions of Section 178(3) of the Act ;
inter-alia, detailing the director's appointment, remuneration, criteria for determining
qualifications, attributes, independence of a director and other matters. The said
Nomination & Remuneration Policy is placed on the Company's website at
https://fractal.ai/
Board of Directors and Key Managerial Personnel (KMPs)
A) Board of Directors
Constitution of Board of the Company
During the financial year under review, the Board was duly constituted
in accordance with the provisions of the Companies Act, 2013 and the Articles of
Association of the Company. As on March 31, 2025, the Board comprises of 10 (Ten)
Directors.
Appointment and Resignation
During the financial year under review, changes in the composition of
the Board of Directors were as follows:
1. Pursuant to the terms of amended and restated Shareholders'
Agreement dated December 12, 2021 read along with the amendment agreements
("SHA") thereof, and as recommended by the Nomination and Remuneration
Committee, the Board on May 01, 2024, by way of a circular resolution, had approved the
appointment of Mr. Sasha Gulu Mirchandani (DIN: 01179921) as an Additional Non-Executive
Director of the Company w.e.f. April 26, 2024 and subsequently the Members of the Company
at their 24th Annual General Meeting held on August 30, 2024, approved the
appointment of Mr. Sasha Gulu Mirchandani (DIN: 01179921) as Non-Executive Director,
liable to retire by rotation.
2. Pursuant to the provisions of the Companies Act, 2013 (the 'Act')
read with Schedule IV of the Act and in accordance with the memorandum of association and
articles of association of the Company, amended and restated Shareholders' Agreement dated
December 12, 2021 read along with the amendment agreements ("SHA") thereof, and
as recommended by the Nomination and Remuneration Committee of the Board, the Board on
July 26,2024, by way of a circular resolution, had approved the appointment of Ms. Janaki
Akella (DIN: 10680793) as an Additional Independent (Non-Executive) Director and
subsequently the Members of the Company at their 24th Annual General Meeting
held on August 30, 2024, approved the appointment of Ms. Janaki Akella (DIN: 10680793) as
an Independent Non-Executive director for a period of 3 (Three) consecutive years
commencing from August 1, 2024 and who shall not be liable to retire by rotation. The
Board are satisfied regarding the integrity, expertise and experience of Ms. Janaki
Akella.
3. Pursuant to the provisions of Section 196, 197, 198 and 203 of
Companies Act 2013 and as recommended by the Nomination and Remuneration Committee of the
Board, the Board on June 26, 2024 had approved the re-appointment of Mr. Srikanth
Velamakanni (DIN: 01722758) as Whole-Time Director of the Company who was liable to retire
by rotation and eligible to be reappointment and subsequently the Members of the Company
at their 24th Annual General Meeting held on August 30, 2024, approved the
re-appointment of Mr. Srikanth Velamakanni (DIN: 01722758) as Whole-Time Director for
further period of 5 years effective from June 30, 2024 till June 29, 2029.
4. Pursuant to the provisions of Section 152(6) and other applicable
provisions of Companies Act 2013 and as recommended by the Nomination and Remuneration
Committee of the Board, the Board on June 26, 2024 had approved the re-appointment of Mr.
Pranay Agrawal (DIN: 00485739) as Director of the Company who was liable to retire by
rotation and eligible to be reappointment and subsequently the Members of the Company at
their 24th Annual General Meeting held on August 30, 2024, approved the
re-appointment of Mr. Pranay Agrawal (DIN: 00485739) as Director.
5. Mr. Anurag Sud (DIN: 09591664) who was appointed as Director of the
Company, has resigned from the directorship of the Company with effect from the close of
business hours of March 27, 2025, due to personal reasons. The Board took note of the same
and placed on record its appreciation for the services rendered by him during his tenure
on the Board.
6. Mr. Gulu Mirchandani (DIN:00026664) who was appointed as Director of
the Company, has resigned from the directorship of the Company with effect from the close
of business hours of April 26, 2024, due to his increasing age limit and associated health
issues. The Board took note of the same and placed on record its appreciation for the
services rendered by him.
Changes in the Board composition post March 31, 2025
There were no changes in the Board composition post March 31, 2025,
till signing of this report.
Directors retiring by rotation
I n accordance with the provisions of Section 152 of the Companies Act,
2013 read with the Articles of Association of the Company, Mr. Gavin Patterson (DIN:
08553630) and Mr. Rohan Haldea (DIN: 08335883), are liable to retire by rotation at the
ensuing AGM and being eligible have offered their candidature for re-appointment. The
Board recommends the same for approval of the Members of the Company.
As per the provisions of the Act, the Independent Directors are not
liable to retire by rotation.
B) Key Managerial Personnel
During the financial year under review, Mr. Srikanth Velamakanni (DIN:
01722758) was reappointed as Whole-Time Director for further period of 5 years effective
from June 30, 2024 till June 29, 2029.
C) Declaration of Independence
The Company has received declarations from the Independent Directors
confirming that they meet the criteria of Independence as prescribed under Section 149(6)
of the Companies Act, 2013 along with the applicable rules framed thereunder.
The Non-Executive Independent Directors of the Company had no pecuniary
relationship or transactions with the Company, other than commission, and reimbursement of
expenses, if any, incurred by them for the purpose of attending meetings of the Company.
The Independent Directors have along with the declaration of independence under section
149(7) also given declaration of compliance with Rules 6(1) and 6(2) of the Companies
(Appointment and Qualification of Directors) Rules, 2014, with respect to their name
appearing in the data bank of Independent Directors maintained by the Indian Institute of
Corporate Affairs.
The Independent Directors have complied with the Code for Independent
Directors prescribed in Schedule IV to the Act.
In the opinion of the Board, there has been no change in the
circumstances which may affect their status as Independent Director of the Company and the
Board is satisfied of the integrity, expertise, and experience including proficiency in
terms of Section 150(1) of the Companies Act, 2013 and applicable rules made thereunder.
D) Annual Evaluation
The Board have taken note of the annual evaluation of the performance
of Individual Directors, its Committees and Board at their meeting held on March 12, 2025,
based on the recommendation of the Nomination and Remuneration Committee meeting held
prior to it, pursuant to the provisions of the Companies Act, 2013 and evaluation policy
as approved by the Board on July 25, 2023.
The Board and the Nomination and Remuneration Committee evaluated the
performances of directors of the Company, its Committees, the Chairperson and the Board as
a whole on the basis of various criteria such as the contribution of the individual
director to the Board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meetings, etc and after
seeking inputs from all the directors on the basis of criteria such as the Board
composition and structure, effectiveness of board processes, information and functioning,
etc.
Additionally, as per Schedule IV of the Companies Act, 2013, a separate
meeting of the Independent Directors was held to review the performances of the
NonIndependent Directors, Board and Committee as a whole and to also review the
performance of the Chairperson of the Company.
Number of Board and Committee Meetings, Independent
Director's Meetings and General Meetings
During the financial year under review, the Board meetings, Committee
meetings, Independent Directors meetings were held physically/ through videoconferencing
(VC), in accordance with provisions of the Companies Act, 2013 read with applicable rules
made thereunder.
The details of Board meetings, Committee meetings, Independent
Directors meeting and General meetings held during the financial year under review are
provided herein below:
1. Board Meetings:
Total no of meetings held - 5 Meetings.
| Sr. No. Date of meeting |
Number of meetings |
| 1. June 17, 2024 |
Board meeting (Serial numbei 01/2024-25) |
| 2. June 26, 2024 |
Board meeting (Serial numbei 02/2024-25) |
| 3. September 04, 2024 |
Board meeting (Serial numbe 03/2024-25) |
| 4. December 11, 2024 |
Board meeting (Serial numbe 04/2024-25) |
| 5. March 12, 2025 |
Board meeting (Serial numbe 05/2024-25) |
The intervening gap between two consecutive meetings was within the
period prescribed under the Companies Act, 2013.
2. Independent Directors' Meeting:
Total no of meetings held - 1 Meeting.
| Sr. No. Date of meeting |
Number of meeting |
| 1. March 11, 2025 |
Independent Directors meeting (Serial
number: 01/2024-25) |
3. Audit and Risk Committee:
Total no of meetings held - 4 Meetings.
| Sr. No. Date of meeting |
Number of meeting |
| 1. June 17, 2024 |
Audit and Risk Committee (Seria number:
ARC-1/2024-25) |
| 2. September 04, 2024 |
Audit and Risk Committee (Seria number:
ARC-2/2024-25) |
| 3. December 11, 2024 |
Audit and Risk Committee (Seria number:
ARC-3/2024-25) |
| 4. March 11, 2025 |
Audit and Risk Committee (Seria number:
ARC-4/2024-25) |
4. Nomination and Remuneration Committee:
Total no of meetings held - 4 Meetings.
| Sr. No. Date of meeting |
Number of meeting |
| 1. June 17, 2024 |
Nomination and Remuneration Committee
(Serial number: NRC 1/2024-25) |
| 2. June 26, 2024 |
Nomination and Remuneration Committee
(Serial number: NRC 2/2024-25) |
| 3. December 11, 2024 |
Nomination and Remuneration Committee
(Serial number: NRC 3/2024-25) |
| 4. March 11, 2025 |
Nomination and Remuneration Committee
(Serial number: NRC 4/2024-25) |
5. Corporate Social Responsibility &
Environmental, Social, and Governance ('CSR & ESG') Committee:
Total no of meetings held - 3 Meeting.
| Sr. No. Date of meeting |
Number of meeting |
| 1. June 17, 2024 |
Corporate Social Responsibility &
Environment, Social and Governance Committee (Serial number: 1/2024-25) |
| 2. September 03, 2024 |
Corporate Social Responsibility &
Environment, Social and Governance Committee (Serial number: 2/2024-25) |
| 3. March 11, 2025 |
Corporate Social Responsibility &
Environment, Social and Governance Committee (Serial number: 3/2024-25) |
6. Annual General Meeting:
| Sr. No. Date of meeting |
Number of meeting |
| 1. August 30, 2024 |
24th Annual General Meeting |
7. Extra-ordinary General Meeting:
Total no of meetings held - 3 Meeting.
| Sr. No. Date of meeting |
Number of meeting |
| 1. October 9, 2024 |
01/204-25 Extra-Ordinary General Meeting |
| 2. February 7, 2025 |
02/204-25 Extra-Ordinary General Meeting |
| 3. March 28, 2025 |
03/204-25 Extra-Ordinary General Meeting |
The quorum of the meetings was in accordance with the Articles of
Association of the Company read with the Companies Act 2013.
The details of attendance of each Director attending the various
Board/Committee meetings/ Independent Director's meetings (including attendance in person
and/or through video conference facilities) are set out as ‘Annexure A' to
this report.
Constitution of Committees
Pursuant to the change in the status of the Company from a 'Private
Limited' Company to 'Public Limited' there was a requirement for re-constitution of the
Committees as per the provisions of the Companies Act, 2013 (the 'Act'). Accordingly,
Board by way of circular resolution dated June 06, 2024 reconstituted Audit and Risk
Committee (ARC), Nomination and Remuneration Committee (NRC) and Corporate Social
Responsibility & Environmental, Social and Governance (CSR & ESG) Committee as per
section 177, 178 & 135 respectively of the Act.
A. Audit and Risk Committee:
Sr. No. Name of the Director |
Category |
1. Mr. Gavin Patterson |
Chairperson |
2. Ms. Neelam Dhawan |
Member |
3. Ms. Karen Ann Terrell |
Member |
B. Nomination and Remuneration Committee:
Sr. No. Name of the Director |
Category |
1. Ms. Karen Ann Terrell |
Chairperson |
2. Ms. Neelam Dhawan |
Member |
3. Mr. Rohan Haldea |
Member |
4. Mr. Vivek Mohan |
Member |
C. Corporate Social Responsibility &
Environmental, Social, and Governance ('CSR & ESG') Committee:
Sr. No. Name of the Director |
Category |
1. Ms. Neelam Dhawan |
Chairperson |
2. Mr. Srikanth Velamakanni |
Member |
3. Mr. Sasha Mirchandani |
Member |
4. Mr. Vivek Mohan |
Member |
5. Mr. Anurag Sud* |
Member |
* Mr. Anurag Sud has resigned as Director from close of business hours
of March 27, 2025.
Further, the Company has also constituted 'Options Allotment Committee'
for the purpose of Allotment of Equity Shares against exercised Vested options by the
Employees comprising of the following directors:
D. Options Allotment Committee:
Sr. No. Name of the Director |
Category |
1. Mr. Srikanth Velamakanni |
Chairperson |
2. Mr. Pranay Agarwal |
Member |
Other Disclosures
1. There was no revision in the financial statements of the Company.
2. Your Company has not issued equity shares with differential rights
as to dividend, voting or otherwise.
Directors' Responsibility Statement
Pursuant to Section 134(3)(c) of the Companies Act, 2013, your
directors confirm that:
(a) in the preparation of the annual accounts for the year ended March
31, 2025, the applicable accounting standards have been followed along with proper
explanation relating to material departures;
(b) the directors had 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 as at March 31, 2025
and of the profits of the Company for the year ended on that date;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
(d) the directors had prepared the annual financial statements on a
going concern' basis; and
(e) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
Particulars of Employees
The Company had 4491 employees on a standalone basis and 5162 employees
on a consolidated basis as of March 31, 2025.
Share Capital and Debt Structure
Authorised Share Capital
As on March 31, 2025, the Authorised Share Capital of the Company stood
at INR 44,00,00,000 (Indian Rupees Forty Four Crores Only) consisting of 38,94,00,000
(Thirty Eight Crores Ninety Four Lakhs only) equity shares of INR 1/- (Indian Rupee One
only) each aggregating to INR 38,94,00,000/- (Indian Rupees Thirty Eight Crores Ninety
Four Lakhs only) and 5,06,00,000 (Five Crores Six Lakhs only) Compulsorily Convertible
Preference Shares of INR 1/- (Indian Rupee One only) each aggregating to INR 5,06,00,000
(Indian Rupees Five Crores Six Lakhs only).
Notes:
During the year under review, your Company had increased the Authorised
Share Capital by members approval by passing an Ordinary Resolution at Extra Ordinary
General Meeting (Serial No. 01/2024-25) of the Company held on October 09, 2024, details
are as follows:
1. The Authorised Share Capital of the Company was increased from INR
38,73,00,000 (Indian Rupees Thirty Eight Crores Seventy Three Lakhs Only) consisting of
34.92.00. 000 (Thirty Four Crores Ninety Two Lakhs) Equity Shares of
INR 1/- (Indian Rupee One only) each aggregating to INR 34,92,00,000 (Indian Rupees Thirty
Four Crores Ninety Two Lakhs only) and 3,81,00,000 (Three Crores Eighty One Lakhs)
Compulsorily Convertible Preference Shares of INR 1/- (Indian Rupee One only) each
aggregating to INR 3,81,00,000 (Indian Rupees Three Crores Eighty One Lakhs only) to INR
44.00. 00.000 (Indian Rupees Forty Four Crores only) consisting of 38,94,00,000 (Thirty
Eight Crores Ninety Four Lakhs) Equity Shares of INR 1/- (Indian Rupee One only) each
aggregating to INR 38,94,00,000 (Indian Rupees Thirty Eight Crores Ninety Four Lakhs only)
and 5.06.00. 000 (Five Crores Six Lakhs) Compulsorily Convertible Preference Shares of INR
1/- (Indian Rupee One only) each aggregating to INR 5,06,00,000 (Indian Rupees Five Crores
Six Lakhs only).
Paid up Share Capital
As on March 31, 2025, the total issued and subscribed capital of the
Company stood at INR 3,13,62,012 (Indian Rupees Three Crores Thirteen Lakhs Sixty Two
Thousand Twelve only) and paid-up share capital of the Company stood at INR 3,10,29,583/-
(Indian Rupees Three Crores Ten Lakhs Twenty Nine Thousand Five Hundred Eighty Three only)
consisting of 2,61,73,550 (Two Crores Sixty One Lakhs Seventy Three Thousand Five Hundred
Fifty) Fully paid up equity shares of INR 1/- (Indian Rupee one) each & 6,64,858 (Six
Lakhs Sixty Four Thousand Eight Hundred and Fifty Eight) Partly Paid up Equity shares of
INR 0.50/- (Fifty Paise) each and 45,23,604 (Forty-Five Lakhs Twenty Three Thousand Six
Hundred and Four) Compulsory Convertible Preference Shares of INR 1/- (Indian Rupee one)
each.
Allotments made during the financial year
During the financial year under review, the Company had allotted
5,20,619 Equity Shares of face value of INR 1 (Indian Rupee One Only) each at par/
premium, as the case may be, to the eligible employees of the Company and/or its'
subsidiaries on exercising the vested stock options under the 2007 Fractal Employees Stock
Option Plan (“2007 ESOP Plan”), Fractal Analytics Limited Time Based Key
Employee Stock Incentive Plan 2019 (“Time Based MIP 2019”), Fractal Analytics
Limited Performance Based Key Employee Stock Incentive Plan 2019 (“Performance Based
MIP 2019”), 2019 Fractal Employees Stock Option Plan (“Fractal ESOP 2019
Plan”).
Debt Structure
During the financial year under review, your Company had neither issued
any debentures nor availed any secured loans.
Deposits
During the financial year under review, your Company had not accepted
any deposits pursuant to the provisions of Section 73 and 76 of the Companies Act, 2013
read with applicable rules made thereunder. As the Company had not accepted any deposits,
there were no amount remaining unpaid or unclaimed as on March 31, 2025.
Particulars of Loans, Guarantees, Security and
Investments
The particulars of the investments made/ loan given/ security or
guarantee provided by your Company to/in its Indian/Foreign subsidiaries forms a part of
notes to the financial statements and is a part of the Annual Report.
Subsidiaries and Associates and Performance /
Financial Position of Subsidiaries/Associates
The details of Company's direct subsidiaries/associate as on March 31,
2025, are as follows:
| Sr. No. Name of the Company |
Country of Incorporation |
Wholly owned subsidiary/ Subsidiary/Associate |
| 1. Fractal Private Limited |
Singapore |
Wholly owned subsidiary |
| 2. Fractal Analytics Inc. |
United States of America |
Wholly owned subsidiary |
| 3. Final Mile Consultants Private Limited* |
India |
Wholly owned subsidiary |
| 4. Eugenie Technologies Private Limited* |
India |
Wholly owned subsidiary |
| 5. Senseforth AI Research Private Limited* |
India |
Wholly owned subsidiary |
| 6. Neal Analytics Services Private Limited* |
India |
Wholly owned subsidiary |
| 7. Fractal Alpha Private Limited * |
India |
Wholly owned subsidiary |
| 8. Cuddle Artificial Intelligence Private
Limited* |
India |
Wholly owned Subsidiary |
| 9. Theremin AI Solutions Private Limited* |
India |
Subsidiary |
| 10. Analytics Vidhya Educon Private Limited |
India |
Subsidiary |
| 11 Qure.ai Technologies Private Limited |
India |
Associate |
Following are the step-down subsidiaries of the Company as on March 31,
2025:
| Sr. No. Name of the Company |
Country of incorporation |
Parent Company |
| 1. Fractal Analytics UK Limited |
United Kingdom |
Fractal Analytics Inc., USA |
| 2. Fractal Analytics (Canada) Inc. |
Canada |
Fractal Private Limited, Singapore |
| 3. Fractal Analytics (Switzerland) GmbH |
Switzerland |
Fractal Private Limited, Singapore |
| 4. Fractal Analytics Germany GmbH |
Germany |
Fractal Private Limited, Singapore |
| 5. Fractal Analytics Netherland B.V. |
Amsterdam |
Fractal Private Limited, Singapore |
| 6. Limited Liability Company “Symphony
(Ukraine)” |
Ukraine |
Fractal Private Limited, Singapore |
| 7. Fractal Analytics Australia Pty Ltd. |
Australia New South Wales (Sydney) |
Fractal Private Limited, Singapore |
| 8. Fractal Analytics Malaysia SDN BHD# |
Malaysia |
Fractal Private Limited, Singapore |
| 9. Fractal Analytics (Shanghai) Limited |
China |
Fractal Private Limited, Singapore |
| 10. Fractal Analytics Sweden AB# |
Sweden |
Fractal Private Limited, Singapore |
| 11. Fractal LLC-FZ |
Meydan Free Zone, UA E |
Fractal Private Limited, Singapore |
| 12. Fractal AI LimitedA |
Abu Dhabi Global Market, Abu Dhabi, UA E |
Fractal Private Limited, Singapore |
| 13. Final Mile Consulting LLC |
Delaware |
Fractal Analytics Inc., USA |
| 14. Theremin Multi Strategy Fund LLP |
India |
Theremin AI Solutions Private Limited |
| 15. Senseforth, Inc. (USA) |
United States of America |
Fractal Analytics Inc., USA |
| 16. Asper.AI Inc (USA) |
United States of America |
Fractal Analytics Inc., USA |
| 17. Asper.AI Limited |
United Kingdom. |
Asper.AI Inc, USA |
| 18. Asper. AI Technologies Private Limited |
India |
Asper.AI Inc, USA |
| 19. Fractal Frontiers, Inc (USA) |
United States of America |
Fractal Alpha Private Limited |
| 20. Eugenie.ai Inc (USA) |
Delaware |
Fractal Analytics Inc., USA |
| 21. Analytics Vidhya Inc (USA) |
United States of America |
Analytics Vidhya Educon Private Limited |
* First Motion Application for the Merger of Cuddle Artificial
Intelligence Private Limited, Final Mile Consultants Private Limited, Neal Analytics
Services Private Limited, Theremin Ai Solutions Private Limited, Fractal Alpha Private
Limited and Eugenie Technologies Private Limited with Senseforth AI Research Private
Limited, is filed on January 30, 2025.
#Fractal Analytics Sweden and Fractal Analytics Malaysia SDN BHD are
under dissolution A Fractal AI Limited has been incorporated on June 26, 2024.
During the financial year, the following changes occurred in the
subsidiary companies:
1. Fractal Japan KK has been dissolved with effect from July 31, 2024.
2. Cuddle.ai Inc (Delaware) has been dissolved with effect from March
31, 2024. Subsequently, a certificate of withdrawal was obtained from SECRETARY OF STATE,
COMMONWEALTH OF KENTUCKY on July 1, 2024, and Department of Treasury, State of New York,
has issued tax clearance certificate on March 5, 2025.
3. Neal Analytics, LLC ('Neal US') -Neal Analytics LLC (Neal US) has
been merged with Fractal Analytics Inc. (Fractal US), pursuant to filing and approvals
from relevant authority in New York and Washington. Effective date of merger: New York -
April 9,2024 and Washington - April 29,2024.
During the financial year, the Board have reviewed the affairs of the
subsidiaries and in accordance with Section 129(3) of the Companies Act, 2013, have
prepared consolidated financial statements of the Company, which forms part of this Annual
Report. Further, the statement containing the salient features of the financial statements
of the Company's subsidiaries pursuant to the first proviso to sub-section (3) of Section
129, is annexed to this report in the prescribed Form AOC-1 as 'Annexure B'.
The Company has no joint venture within the meaning of Section 2(6) of
the Companies Act, 2013. No company ceased to be subsidiary or joint venture or associate
of your Company as on March 31, 2025.
The Company has obtained a certificate from the Statutory Auditors
certifying that the Company is in compliance with FEMA Regulations with respect to
downstream investments
made in its wholly owned subsidiary Company as operating during the
year under review.
Annual Return
The provision to attach extract of the annual return with the Board's
Report in Form No. MGT - 9 has been omitted vide MCA Circular dated March 5, 2021 by
amending Rule 12 of the Companies (Management and Administration) Rules, 2014. However,
Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Company is required
to upload its Annual Return on its website.
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return of the Company in Form MGT-7 for FY 2024-25, is available on the Company's
website at https://fractal.ai/
Particulars of Contracts or Arrangements with
Related Parties
The details of the related party transactions, as per applicable
accounting standards, form a part of the Notes to the financial statements and have been
provided in the Annual Report. The contracts / arrangements / transactions entered into by
the Company, during the financial year with related parties, if any, were in ordinary
course of business and on arm's length basis.
The disclosure of related party transactions as required under Section
134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts)
Rules, 2014 is annexed to this report in the prescribed Form AOC-2 as 'Annexure C '.
Loan from Directors or from their relatives
Your Company has not borrowed any funds from its directors or from any
of their relatives during the year under review.
Fractal Employee Stock Option Plan (Fractal ESOP) and Time-Based Key
Employee Stock Incentive Plan 2019 & Performance Based Key Employee Stock Incentive
Plan 2019 ('MIP Plans')
During the financial year under review, the Board on January 31, 2025,
and the Shareholders on February 07, 2025, approved the increase in the existing ESOP pool
under 2019 Fractal Employees Stock Option Plan (“Fractal ESOP 2019 Plan”)
pursuant to transfer of 83,838 options from Time-Based MIP 2019 and 2,12,820 options from
Performance Based MIP 2019 (collectively 'MIP Plans”).
Further, the Board on March 12, 2025 and the Shareholders on March 28,
2025 approved the increase in ESOP Pool under the Fractal ESOP 2019 Plan by an addition of
7,52,046 options.
Pursuant to the provisions of Rule 12 of the Companies (Share capital
and Debentures) Rules, 2014 the information relating to options granted by the Company
pursuant to Fractal ESOP 2019 Plan and MIP Plans during the financial year under review
and other particulars with regard to stock options are set out in ‘Annexure D'
to this report.
Also, the Board & Members approved the termination of MIP Plans.
Enterprise Risk Management Policy
Your Company recognizes that risk is an integral part of any business
and is committed to managing the risks in a proactive and efficient manner. The risk
culture of your Company involves risk identification and appropriate time bound
initiatives to mitigate risk with the objective of balancing risks with returns. Hence, to
achieve the business objectives of predictability and stability in earnings, Risk
Management Policy for Fractal was formulated and was approved by the Board.
Further, considering Company's future growth prospects, strategic plans
and its business objectives, the Board of Directors of your Company, basis the
recommendation of Audit and Risk Management Committee at its meeting held on September 09,
2022, had renamed the Risk Management Policy as Enterprise Risk Management Policy (ERM)
and aligned the same with global ERM Standards leading ERM Practices and SEBI Listing
Obligation and Disclosure Requirements (LODR) Regulations. Further, on November 09, 2023,
the Board of your Company, basis the recommendation of Audit and Risk Management Committee
had revised the ERM policy to incorporate the changes in relation to the composition of
Risk Management Operating Committee (RMOC).
Anti-Bribery and Anti-Corruption Policy
Your Company practices a zero-tolerance approach to bribery and
corruption and is committed to act professionally and fairly in all its business dealings
and relationships and in implementing and enforcing effective systems to counter bribery
and corruption in any form. Your Company mandates compliance with all applicable
anti-bribery and anti-corruption laws in all locations and jurisdictions in which it
operates. Accordingly, your Company has formulated and designed the Anti-Bribery and
Anti-Corruption Policy to provide a framework for ensuring compliance with various
legislations governing bribery and corruption globally and provide guidance on the
standards of behaviour to which everyone must adhere to. The said Policy has been framed
as per the industry standard and also finalised and approved on the recommendations of the
Audit and Risk Committee. The purpose of this policy is to provide guidance to the
Company's directors, officers, employees, agents, consultants, and other third-party
representatives to ensure compliance with the Prevention of Corruption Act, 1988 of India,
U.S. Foreign Corrupt Practices Act of 1977 U.K. Bribery Act 2010, as amended, and other
anti-corruption and antibribery laws and regulations applicable in the jurisdictions in
which the Company does business.
Whistle Blower Policy
Pursuant to the provisions of Section 177(9) of the Companies Act,
2013, the Board of your Company has framed the Whistle Blower Policy & Vigil Mechanism
for Directors and Employees of the Company. The said Policy has been framed as per the
industry standard and also finalised and approved on the recommendations of the Audit and
Risk Committee. Accordingly, this Whistle-blower Policy & Vigil Mechanism (the
“Policy”) has been formulated with a view to provide a mechanism for directors
and employees of Fractal to provide an avenue for, raising concerns in accordance with
this policy and reporting any allegations of misconduct or noncompliance in an anonymous
and confidential way and prohibits retaliation against anyone who, in good faith, makes a
report or provides assistance.
During the year under review, there were 11 complaints and the 11 were
resolved.
| New cases received |
Clubbed Cases |
Total Issue raised |
Resolved |
Cases received before April 2024 and
resolved post April 2024 |
Open |
| 11 |
2 |
9 |
11 |
1 |
0 |
Internal Financial Control System and its Adequacy
Your Company has adequate system of internal financial control to
safeguard and protect from loss, unauthorized use or disposition of its assets. All the
transactions are properly authorized, recorded and reported to the management. Your
Company is following all the applicable accounting standards for properly maintaining the
books of accounts and reporting financial statements. To further monitor and evaluate
adequacy & effectiveness of the internal control systems, your Company conducts
internal audit from time to time and take requisite corrective actions, as required, based
on the reviews of the internal auditor's report.
Voting Rights Not Exercised Directly by Employees
Not applicable.
Internal Audit
The Board at its meeting held on June 17, 2024, recommended the
re-appointment of M/s. PricewaterhouseCoopers Services LLP, Chartered Accountants and also
the appointment of M/s. Ernst and Young LLP (EY), as Internal Auditors of the Company for
a period of 3 years i.e. from financial year 2024-25 to financial year 2026-27. For the
period under review, the Internal auditor had submitted their report to the Audit and Risk
Committee at periodic intervals. Significant audit observations and corrective actions
thereon are presented to the Audit and Risk Committee. The main thrust of internal audit
was to test and review controls, appraisal of risks and business processes, besides
benchmarking controls with best practice in the industry.
Statutory Auditors and Auditor's Report
M/s. B S R & Co. LLP, Chartered Accountants were reappointed as
Statutory Auditors of your Company at 24th Annual General Meeting held on
August 30, 2024, for a term of five consecutive years to hold office from the conclusion
of the said AGM until the conclusion of 29th Annual General Meeting of the
Company.
There are no qualifications, reservations, adverse remarks or
disclaimers made by M/s. B S R & Co. LLP, Statutory Auditors in their Report for FY
2024-25. The Statutory Auditors have not reported any incident of fraud to the Audit
Committee of the Company during the financial year under review. The observations made in
the Report under Section 143(3) of the Companies Act, 2013 read with Clause (g) of Rule 11
of the Companies (Audit and Auditors) Rules, 2014 are selfexplanatory and do not call for
any further comments.
Details In Respect of frauds reported by Auditors Under Sub-Section
(12) of Section 143 other than those which are reportable to the Central Government:
Pursuant to Section 143(12) of the Companies Act, 2013, during the
financial year under review there were no frauds reported by the Auditors of the Company.
Secretarial Auditor
Your Company's status changed to a public limited company w.e.f. May
16, 2024 and accordingly the Company was mandated by the provisions of Companies Act 2013
to appoint a secretarial auditor for FY 2024-25.
The Board at its meeting held on December 11, 2024, appointed M/s. MMJB
& Associates LLP as Secretarial Auditor for the financial year 2024-25.
The Secretarial Audit Report issued by M/s. MMJB & Associates, LLP
is enclosed as Annexure E and forms part of the Board report.
Maintenance of Cost Records
The provisions of Section 148(1) of the Companies Act, 2013 relating to
maintenance of cost records do not apply to your Company considering the nature of
services provided by your company
Conservation of Energy and Environment Protection
In its operations, Fractal conscientiously investigates every possible
path for integrating sustainable resources in its operations. During the reviewed period,
we have strived to conserve energy and safeguard the environment.
1. Indoor Air Quality monitoring and purification:
Fractal has implemented an advanced indoor air quality (IAQ) monitoring
system across our largest offices (Mumbai, Bengaluru & Gurugram) in India, which
constitutes to about 82% of Fractal's operated and managed workspace. This system
leverages IAQ sensors to monitor key parameters such as PM2.5, PM10, CO2, VOCs,
temperature, and humidity in real-time. To improve air quality, air handling units (AHUs)
are mounted with low-pressure drop MERV 13/14 filters, achieving up to better indoor air
quality compared to outdoor conditions. Real-time air quality data is displayed across
office premises as required, enhancing transparency and awareness. Additionally,
standalone air purification units with filtration, UVGI, active oxidation technology, and
IoT-enabled controls further reduce particulate matter and microbial loads while
displaying real-time IAQ parameters. This innovative solution reflects our dedication to
sustainability, employee well-being, and a healthier indoor environment.
2. HVAC and its refrigerant: Fractal is identifying energy- efficient
HVAC systems for all office locations. This transition to more efficient systems is
expected to reduce energy consumption significantly, contributing to both environmental
benefits and cost savings. Furthermore, the Company is actively replacing air conditioning
& water-cooling units that use high global warming potential (GWP) refrigerants with
more environmentally friendly alternatives.
This has been implemented at Fractal's new offices where refrigerator
with low GWP and water dispensers without cold water option (without refrigerant) were
procured which marks our commitment towards reducing emissions under scope 1.
3. Energy efficiency & LEED certification: Green Power is purchased
for 100 % of the electricity consumed and directly billed to Fractal at the Mumbai office,
and for Bengaluru office(s), all consumptions i.e. Fractal's office's electricity &
HVAC usage, and electricity used for common building facility is sourced from a Green
Power source. The decision by Fractal to source green power for its 2 largest offices is
an important step towards reducing GHG emission impact on the environment. By doing so, we
have been able to decrease our carbon footprint by more than 90% under indirect emissions
scope.
Fractal practices sustainable procurement practices by choosing
eco-labelled electronic and electrical equipment that meet high energy efficiency
standards, such as BEE Star Rating, EPEAT, and ENERGY STAR. By prioritizing energy
efficiency in its procurement choices, the Company is able to further minimize its
environmental impact and improve operational efficiency.
Two of the Fractal's largest workplaces are LEED Gold certified.
Through these efforts, Fractal demonstrates how addressing environmental risks and
opportunities is not only about regulatory compliance but also about enhancing the
Company's overall resilience. Fractal's new workplaces coming up for occupancy in May 2025
are also designed to achieve LEED Gold & WELL Platinum certifications.
4. Water and energy remote monitoring: By
implementing remote monitoring systems for utility monitoring, we will be able to enhance
our ability to optimize resource consumption and reduce inefficiencies. This not only
lowers operational costs but also significantly contributes to our environmental
responsibility by minimizing energy.
We have initiated the floor level water monitoring POC at Bengaluru
office and it is currently under observation. These water meters are invasive/inline type
water-meters. At certain offices we may face the issue of acquiring the permission for the
invasive water-meter, hence we are simultaneously exploring the non-invasive water-meters
and will be conducting the POC to check its efficacy visa-vis conventional water-meter.
5. EV charging station at Bengaluru office
parking:
We are currently exploring options to establish EV charging stations in
the parking areas of our Bengaluru facilities. EV charging station is forward-thinking
initiative that promotes the use of clean energy and supports the transition to electric
mobility. This initiative is designed to encourage usage of EV's and support employees who
own electric vehicles by providing a convenient and accessible charging solution during
work hours. Furthermore, it reflects our commitment to sustainability and aims to
encourage greater adoption of electric vehicles among our workforce, contributing to a
greener, more environmentally responsible future. As per our strategic planning, we will
be converting some of the Bengaluru office parking spaces to have EV charging facility
with a mix of level-1 and level-2 charging options, subject to feasibility.
6. Converting existing fleets to EVs: We are working towards
transitioning 100% of our night drop cabs to electric vehicles in the next 2 fiscals based
on the cost impact analysis. The current EV fleet for our night transport is around 33%
managed total fleet. This move demonstrates our long-term strategy to align with global
sustainability objectives. It reflects both strong governance and environmental leadership
in reducing our carbon impact.
7. Streamlining and centralizing e-waste disposal policies: By
centralizing and standardizing our e-waste disposal processes, we ensure that hazardous
materials are handled responsibly and ethically, reducing environmental harm. This
initiative not only demonstrates our commitment to environmental stewardship but also
strengthens our governance framework by ensuring compliance with global waste management
standards.
8. Achieving excellence in environmental
management with ISO 14001
Enhanced Environmental Stewardship:
The adoption of ISO 14001 has empowered our organization to
systematically manage and mitigate environmental impacts, reinforcing our commitment to
sustainability.
Regulatory Alignment:
ISO 14001 ensures adherence to all relevant environmental regulations,
reducing compliance risks and fostering a proactive approach to legal obligations.
Improved Resource Efficiency:
By optimizing the use of resources such as energy and water, we have
achieved significant cost savings while minimizing our ecological footprint.
Effective Waste Management:
The framework has facilitated the implementation of robust waste
reduction and recycling initiatives, driving sustainable practices across operations.
Enhanced Stakeholder Trust:
Demonstrating compliance with internationally recognized environmental
standards has Strengthened our reputation and credibility with clients, employees, and
other stakeholders.
Proactive Risk Mitigation:
ISO 14001 has enabled us to identify and address potential
environmental risks effectively, ensuring a safer and more resilient operational
environment.
Culture of Continuous Improvement:
The implementation has fostered a culture of sustainability and
innovation, driving ongoing enhancements to our environmental performance. The integration
of ISO 14001 into our organizational practices underscores our dedication to Environmental
excellence, delivering measurable operational, reputational, and sustainability outcomes.
Also, we have taken 45001 certificate to enhance health and safety at
our offices.
We also intent to take TRUE (Total Resource Use and Efficiency)
certification in FY2025-26. This is third-party zero waste certification program that
recognizes and promotes facilities, events, and construction projects that strive to
minimize waste and maximize resource efficiency.
It focuses on diverting solid waste from landfills, incineration, and
the environment, aiming for a circular economy.
Technology Absorption
Your company has adopted a Zero Trust and SASE-based architecture and,
as part of the overall security enhancement, has implemented the following capabilities:
Digital Experience Monitoring
A digital experience monitoring solution is used to assess how
employees connect to internal systems-whether from the office, home, or remote locations.
It provides real-time insights into connectivity and performance issues across devices,
networks, or applications to enable faster issue resolution and maintain high
productivity.
Immutable Backup Repository
A secure backup solution is in place to automatically protect critical
business data across on-premises and cloud environments. It ensures fast recovery in case
of disruptions, mitigates risks from data loss or cyber threats, and supports business
resilience and compliance.
Endpoint Backup Solution
Endpoint data is protected through an automated and encrypted backup
platform. This ensures secure storage of data from employee devices, especially remote
users, maintaining regulatory compliance and business continuity.
Secure File Transfer
A secure file transfer platform enables the organization to share large
or sensitive files efficiently and safely. It supports encrypted and trackable transfers
to external clients and internal teams, improving operational efficiency and data
protection.
Centralized Log Management
A centralized logging and security event monitoring solution has been
deployed to improve threat detection, user activity monitoring, and compliance adherence
through real-time insights and analytics.
Automated Patch Management
An automated platform manages patching across all enterprise systems
and third-party applications. It ensures timely updates, minimizes security gaps, and
maintains business continuity with minimal operational impact.
Vulnerability Assessment
A vulnerability management tool is used to identify and remediate
security weaknesses across systems and applications. It supports proactive defence,
compliance readiness, and overall risk reduction through regular automated scans.
Endpoint Privilege Management
Privileged access on endpoint devices is tightly controlled, allowing
users to perform their roles without unnecessary admin rights. This reduces exposure to
threats like ransomware and ensures secure and compliant device usage.
Endpoint Detection and Response (EDR)
An advanced EDR platform has been deployed to protect endpoints and
servers from both external and internal cyber threats. It leverages threat intelligence
and AI/ML features to provide real-time detection and response.
Security Incident and Event Monitoring (SIEM)
A next-generation SIEM system enhances the ability to detect,
investigate, and respond to security threats. It uses analytics- driven insights to
improve visibility and strengthen SOC operations efficiency.
Cloud Access Security Broker (CASB)
A CASB solution is in place to control data access and enforce policies
across cloud services and websites. It monitors data uploads, detects credential misuse,
and prevents leakage of sensitive information across SaaS and IaaS environments.
Zero Trust Network Access (ZTNA)
ZTNA has been implemented on endpoint devices to enforce access based
on identity, device, and context. It follows a least-privilege model, providing secure,
segmented access to internal resources.
Internet Access Control
A cloud-based internet gateway has been configured on all endpoints to
manage and monitor internet usage. It protects against harmful sites and enables
role-based access control for users across business functions and client projects.
Email Security
An AI-driven email security platform protects users against phishing
and other malicious emails. It features behavioral analysis, sandboxing, impersonation
detection, and allows users to report threats for faster incident response.
Data Loss Prevention
A data loss prevention system monitors data movement across endpoints
and email, preventing unauthorized access, transfer, or leakage of sensitive business
information. It helps safeguard intellectual property and personal data.
Cloud Security Posture Management
A cloud infrastructure security governance tool helps monitor security
configurations and detect compliance gaps. It provides visibility across cloud
environments and supports continuous security improvement.
Backup and Restoration
A comprehensive backup solution protects on-premise and cloud-hosted
production environments. Daily, weekly, and monthly backups are scheduled to meet business
continuity and restoration objectives.
Infrastructure Monitoring
A unified monitoring platform provides real-time visibility across the
hybrid infrastructure. It includes dashboards, application performance tracking, alerting,
and automated responses to minimize downtime and service disruptions.
Web Application Firewall
A web application firewall is deployed in front of key systems to
inspect incoming traffic and block threats. It helps protect public-facing applications
from various types of cyber-attacks.
Privileged Access Management
Privileged access management solutions are used to secure and monitor
access to critical systems. This includes oversight of administrative actions across
servers, applications, and endpoints to reduce the risk of misuse or breaches.
Configuration & Endpoint Management
Configuration and endpoint management platforms have been implemented
to manage Windows and Mac devices. These tools support software deployment, application
control, and device compliance across the organization.
Foreign Exchange Earnings and Outgo
As of March 31, 2025, the Company's total foreign exchange earnings are
INR 10,68,70,87,295.74 and total foreign exchange out flow is INR 21,90,829. The details
of the foreign exchange earnings and outgo for the year under review and previous year are
as under:
Earnings in Foreign Currency:
| Particulars |
March 31, 2025 (E in Million) |
March 31, 2024 (E in Million) |
| Income from consultancy |
1,808 |
1,310 |
| Inter Company Sales |
8,879 |
8,488 |
| Third Party Product Sales |
|
|
| Total |
10,687 |
9,798 |
Expenditure incurred in Foreign Currency:
| Particulars |
March 31, 2025 (E in Million) |
March 31, 2024 (E in Million) |
| Remuneration & Allowances to Employees
for On-site Work. |
|
NIL |
| Professional Fees |
2.19 |
13.29 |
| Others |
|
18.13 |
| Total |
2.19 |
31.42 |
Value of Goods Imported on Cost, Insurance and
Freight (CIF) basis in respect of:
| Particulars |
March 31, 2025 (E in Million) |
March 31, 2024 (E in Million) |
| Capital Goods |
NIL |
NIL |
| Total |
NIL |
NIL |
Significant Events during the Financial Year and
After Balance Sheet Date, if any
1. During the financial year under review the following corporate
actions has taken place for subsidiaries of the Company:
a. As on March 4, 2024, and June 17, 2024, the Board for the sake of
simplification of the group structure (thereby reducing administrative cost and
multiplicity of legal and regulatory compliances), passed resolution for restructuring of
specific entities/business within the group. Pursuant to the same, First Motion
Application for the Restructuring of 1. Cuddle Artificial Intelligence Private Limited,
2. Final Mile Consultants Private Limited, 3. Neal Analytics Services
Private Limited, 4. Theremin AI Solutions Private Limited, 5. Fractal Alpha Private
Limited, and 6. Eugenie Technologies Private Limited with Senseforth AI Research Private
Limited was filed on January 30, 2025, and First Motion Order was received on March 20,
2025.
b. Cuddle.ai Inc (Delaware) has been dissolved with effect from March
31, 2024. Subsequently, a certificate of withdrawal was obtained from SECRETARY OF STATE,
COMMONWEALTH OF KENTUCKY on July 1, 2024, and Department of Treasury, State of New York,
has issued tax clearance certificate on March 5, 2025.
c. Effective May 16, 2024, the status of the Company was changed from a
Private Limited Company to Public Unlisted Company. As a result of this change, all
subsidiaries of the Company are considered Deemed Public Companies with effect from May
16, 2024. Accordingly, all necessary compliances applicable to Deemed Public Companies
have been duly undertaken by the subsidiaries.
d. Fractal AI Limited (Abu Dhabi), wholly owned subsidiary of Fractal
Private Limited (Singapore) has been incorporated in Abu Dhabi Global Market (ADGM) with
effect from June 26, 2024.
e. Fractal Analytics Inc. (Poland Branch) has been deregistered with
effect from March 05, 2025.
f. Fractal Japan KK has been dissolved with effect from July 31, 2024.
2. The following corporate actions have taken place for subsidiaries of
the Company post March 31, 2025 and prior to the report date:
a. The Second Motion Application has been filed on April 30, 2025.
b. The partners of Theremin Multi Strategy Fund LLP resolved in its
meeting held on Monday, April 21, 2025, to make an application to Registrar, for striking
off the name of the LLP from the Register of LLP.
Corporate Social Responsibility ("CSR")
Pursuant to the provisions of Section 135 of the Companies Act, 2013
read with Companies (Corporate Social responsibility) Rules, 2014, your Company has framed
a policy on CSR and constituted a Corporate Social Responsibility and Environmental,
Social, and Governance (CSR & ESG) committee and has framed a policy on CSR. The Board
vide Circulation resolution dated June 17 2024 approved the amendments to the existing
Corporate Social Responsibility & Environmental, Social, and Governance ('CSR &
ESG') Policy to align it with the extant CSR regulations under Companies Act, 2013. Post
the amendment a fourth CSR thrust area was included in the CSR Policy.
The CSR policy is available on the website of the Company at
https://fracta1.ai/csr . The ESG policy of the Company is also available on the website of
the Company at ESG-Po1icy-.pdf
• Fractal's Corporate Social Responsibility (CSR) philosophy
centers around making a positive impact on people, the planet that we share and the
communities that Fractal is honored to operate in. Fractal CSR thrust areas include - i)
enhancing equitable educational outcomes for disadvantaged children, ii) empowering women
to be financially independent and iii) improving quality & affordability of
healthcare, safe housing solutions. iv) Taking intelligent and science-based actions to
reduce Fractal's carbon footprint, improve its protection and preservation of
biodiversity, and to take action to address climate change and its impacts in line with
the United Nations Sustainability Development Goal (UN SDG) 13
• The CSR activities of the Company were undertaken primarily
through partnering with a registered trust, Section 8 Company or society which work
closely on the same lines as the CSR objectives of the Company i.e., enhancing equitable
educational outcomes for disadvantaged children, empowering women to be financially
independent and improving quality & affordability of healthcare, radiological
expertise and provision of safe housing solutions, Taking intelligent and science-based
actions to reduce Fractal's carbon footprint, improve its protection and preservation of
biodiversity, and to take action to address climate change and its impacts in line with
the United Nations Sustainability Development Goal (UN SDG) 13
As part of its CSR initiatives, the Company contributed funds to
bio-diversity preservation by way of promoting sustainable bamboo plantation and vegetable
cultivation, providing Artificial Aids and appliances to the disabled. Providing Water
wheels to provide safe water and to reduce the burden of head loading for women carrying
water for domestic use. This support extended to 270 rural tribal women and their
families. The Company also sponsored scholarships to 13 deserving and promising young lady
scholars pursuing STEM degrees.
The details about the policy developed and implemented by the Company
on CSR initiatives taken during the year are set out under ‘Annexure F to this
report.
Awards and Recognitions
In the FY 2024-25 the Company received awards and recognised as
follows:
| 2024 |
Recognized as a 'Leader' in Analytics and AI
Services Specialists PEAK Matrix? Assessment 2024 by Everest Global, Inc. |
| 2024 |
Recognized as a 'Notable Provider' in The AI
Services Landscape, Q1 2024 by Forrester Research, Inc. |
| 2024 |
Recognized as a Great Place to work in India,
USA, UK, Canada, Australia |
| 2024 |
Recognized as a 'Leader' in 'Specialty
Analytics Series 2024 - Life Sciences and Healthcare ISG Provider Lens™ Study by
Information Services Group (ISG) |
| 2024 |
Recognized as a 'Leader' in 'Specialty
Analytics Series 2024 - Retail ISG Provider Lens™ Study by Information Services Group
(ISG) |
| 2024 |
Recognized as a 'Leader' in 'Specialty
Analytics Series 2024 - Supply Chain ISG Provider Lens™ Study by Information Services
Group (ISG) |
| 2024 |
Recognized as a Representative Vendor in
Gartner Market Guide for Retail Assortment Management Applications: Short Life Cycle
Products by Gartner |
| 2024 |
Recognized as a 'Leader' in Data Science PeMa
2024 by Analytics India Magazine |
| 2024 |
Recognized as a Leader in the 'Generative AI
Services 2024 ISG Provider Lens™ Study' |
| 2024 |
Recognized as a 'Niche Player' in Magic
Quadrant for Marketing Mix Modeling Solutions 2024 by Gartner |
| 2024 |
Recognized as a 'Representative vendor' in
Market Guide for Generative AI Services for Banking by Gartner |
| 2024 |
Recognized as a 'Representative vendor' in
Market Guide for Analytics and Decision-Making Platforms for Supply Chain by Gartner |
| 2024 |
Recognized as a Representative vendor' in
Market Guide for Revenue Growth Management Solutions for Consumer Goods |
Sexual Harassment Policy
The Company has adopted a policy in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
Rules made thereunder. As per this policy, an internal complaints committee ('ICC') has
been constituted and a formal process of raising and handling a complaint has been set up.
The details in relation to the Sexual Harassment Policy and the
complaints received during the year under Sexual Harassment Policy are as follows:
| No. of complaints filed during the financial
year |
No. of complaints disposed off during the
financial year |
No. of complaints pending as on end of l the
financial year |
No. of complaints pending more than ninety
days |
Nature of action taken |
| Nil |
Nil |
Nil |
Nil |
None |
In compliance with the Prevention of Sexual Harassment Act 2013, your
Company has put in place a policy on prevention of sexual harassment at workplace. As per
this policy, an Internal Complaints Committee (ICC) has been constituted and the names and
email addresses of its members (including the external NGO member) along with summary of
the policy and the detailed process for raising a complaint have been mentioned on the
notice board and other public places.
To ensure that the employees are aware about the policy and the related
guidelines, your Company has an online awareness training program which all employees are
required to undertake during the year. The same is also a mandatory program which has to
be undertaken by a new employee during the induction period and has to be completed within
first 30 days of joining the organization.
Compliance with Secretarial Standards
The Company has devised proper systems to ensure compliance with the
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
i.e., SS-1 relating to "Meetings of the Board of Directors" and SS-2 relating to
"General Meetings" and the Company has complied with the Secretarial Standards
during the financial year under review.
Significant and Material Orders
The Company has not received any significant or material orders passed
by any regulatory authority, court or tribunal which shall impact the going concern status
and Company's operations in future.
Details of Application Made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016
The disclosure under this head is not applicable to the Company as the
Company has no proceedings pending nor any applications were made thereunder.
The Details of Difference Between Amount of the
Valuation done at the time of One
Time Settlement and the Valuation done while taking loan from the banks
or financial institutions along with the reasons:
There has been no such instance, hence the disclosure under this head
is not applicable to your Company.
Business Responsibility and Sustainability Report (BRSR)
The Business Responsibility and Sustainability Report
(“BRSR”) for the Financial Year 2024-25 forms an integral part of this Board's
Report and is annexed as Annexure G. The BRSR outlines the Company's performance on key
Environmental, Social and Governance (ESG) parameters , covering essential and leadership
indicators. It is aligned with the nine principles of the National Guidelines on
Responsible Business Conduct (NGRBC), providing a transparent view of the Company's
sustainability initiatives and long-term value creation. The BRSR is also available on the
Company's website at https://fractal.ai/
Acknowledgement
Your directors would like to express sincere gratitude to all the
valuable stakeholders of the Company viz., customers, shareholders, vendors, bankers,
business associates, regulatory authorities, Central and State Government Departments,
government authorities for their excellent support and cooperation extended by them during
the financial year under review.
The Board also places on record its appreciation for the valuable
contribution made by the employees at all levels for their dedication, hard work, support,
and co-operation during the financial year.
| For and on behalf of Board of Directors of |
|
| Fractal Analytics Limited |
|
| sd/- |
sd/- |
| Srikanth Velamakanni |
Sasha Mirchandani |
| Whole-time Director |
Non-Executive Director |
| DIN: 01722758 |
DIN: 01179921 |
| Date: May 21, 2025 |
Date: May 21, 2025 |
| Place: Mumbai |
Place: Mumbai |
|