Fractal Analytics Ltd Directors Report

Dear Members,

Your Board of Directors (the Board) hereby present the 25^th 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 Companys 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.

Companys 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 directors appointment, remuneration, criteria for determining qualifications, attributes, independence of a director and other matters. The said Nomination & Remuneration Policy is placed on the Companys 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 24^th 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 24^th 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 24^th 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 24^th 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 Directors 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 Directors 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 Companys 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 Companys 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 Boards 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 Companys 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 arms 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 Companys 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 Companys 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 auditors 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 Auditors Report

M/s. B S R & Co. LLP, Chartered Accountants were reappointed as Statutory Auditors of your Company at 24^th 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 29^th 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 Companys 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 Fractals 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 Fractals 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. Fractals offices 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 Fractals 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 Companys overall resilience. Fractals 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 EVs 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 Companys 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

• Fractals 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 Fractals 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 Fractals 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 Companys 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 Boards Report and is annexed as Annexure G. The BRSR outlines the Companys 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 Companys sustainability initiatives and long-term value creation. The BRSR is also available on the Companys 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