Fractal Industries Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 06th Board Report of Fractal Industries Limited along with the Audited Financial Statements for the year ended on March 31,2026.

1. FINANCIAL RESULTS:

The financial performance of your company for the Financial Year ended on March 31,2026 is given below:

(Amount in Lakhs)

The brief financial results are as under	Standalone		Consolidated
	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
Revenue from Operations	8,961.15	8,544.87	8,978.67	-
ADD: Other Income	27.11	6.26	27.11	-
Total Revenue (a)	8,988.26	8,551.13	9,005.78	-
EXPENSES				-
Employee Benefit Expenses	263.54	114.89	298.57	-
Finance Cost	150.82	179.09	150.84	-
Depreciation	27.76	29.32	27.76	-
Other Expenses	6,927.64	7,316.46	2420.79	-
Total Expenses (b)	7,369.76	7,639.76	6,953.20	-
Profit before exceptional and extraordinary item and tax	1,618.51	911.37	1,575.40	-
Exceptional Items		4.75		-
Profit before Tax (a) - (b)	1,618.51	906.62	1,575.40	-
Less: TAX Expense	285.04	154.64	285.04	-
Profit after Tax	1,333.47	751.98	1,290.36	-
Earnings per Share	22.88	150.40	22.48	-

2. FINANCIAL HIGHLIGHTS AND STATE OF AFFAIRS OF THE COMPANY:

During the financial year under review, the Company recorded a standalone total income of Rs8,961.15 Lakhs for the year ended 31st March 2026, as compared to Rs8,544.87 Lakhs for the previous financial year ended 31st March 2025, registering a steady growth in revenue.

The standalone Profit After Tax (PAT) for the financial year ended 31st March 2026 stood at Rs1,333.47 Lakhs, as against Rs751.98 Lakhs in the previous financial year, reflecting a significant increase in profitability attributable to improved operational performance and efficient business execution.

3. DIVIDEND:

In order to conserve the resources of the company, your directors do not declare any dividend on its equity shares for the financial year 2025-26. Considering the growth and in order to distribute the accumulated profits, the Directors may propose the distribution of dividend in the upcoming year.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the financial year, the Company amended its Main Object Clause of the Memorandum of Association, pursuant to the approval of the Members through a Special Resolution, to expand the scope of its business operations. Consequent thereto, the

Company has commenced business in the areas of manufacturing, designing, trading, import and export of garments, textiles, apparel, household linen and allied products, along with e-commerce-enabled supply chain management, warehousing, logistics, fulfilment and distribution services for the garment and textile industry.

The change in the nature of business has been undertaken as part of the Companys business expansion and diversification strategy to strengthen its market presence and create long-term value for stakeholders.

5. CAPITAL STRUCTURE:

A. AUTHORISED CAPITAL

During the year under review, there was no change in the Authorised Capital of the Company.

The authorized share capital of the company as on 31st March 2026 was Rs 15,25,00,000/- in the following manner.

s. No.	Type of Share	No. of Shares	Value per share (in Rs)	Total Amount (in Rupees)
1	Equity Share	15250000	10	Rs 15,25,00,000
2	Preference Share	0	0	0.00
			Total	Rs 15,25,00,000

B. PAID UP CAPITAL

During the year under review, the paid-up share capital of the Company underwent the following changes-

- On 1st July 2025, the Company allotted 7297 Equity Shares of face value Rs10/~ each at an issue price of Rs1,530/- per share (including a share premium of Rs1,520/- per share) through Private Placement.

- On 20th August 2025, the Company allotted 5072970 fully paid-up Bonus Equity Shares in the ratio of 10:1, i.e, (i.e., 10 fully paid-up equity shares for every one equity share held) to the existing shareholders of the Company.

- Subsequently, the equity shares of the Company was listed on the EMERGE SME platform of BSE Limited w.e.f. 24th February 2026 and successfully came out with its Initial Public Offer (IPO). Pursuant to the IPO, the Company issued and allotted 22,68,600 equity shares of face value Rs 10/- each at a price of Rs 216/- per share (including share premium of Rs 206/- per share).

Consequent to the aforesaid allotments, the paid-up equity share capital of the Company as on 31st March 2026 is as follows:

S. Type of Share No.	No. of Shares	Value per share (in Rs)	Total Amount (in Rupees)
1 Equity Share	7848867	10	Rs 7,84,88,670
		Total	Rs 7,84,88,670

C. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

D. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

E. BONUS SHARES

During the financial year under review, the Company allotted 50,72,970 fully paid-up Bonus Equity Shares in the ratio of 10:1, i.e., ten (10) fully paid-up equity shares for every one (1) equity share held by the existing shareholders of the Company.

F. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

G. SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any shares with differential rights during the year under review.

6. ANNUAL RETURN:

The details forming part of "Annual Return" in Form MGT-7, as required under Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is made available on the website of the company i.e. https://fractalindustries.in.

7. BOARD MEETINGS AND ATTENDANCE:

The Directors of your company met at regular intervals with the gap between two meetings not exceeding 120 days to review companys policies and strategies apart from the Board matters. The notices of the meeting were given in advance. Additional meetings were held on the basis of the requirements of the company. Proper quorum was present in each meeting as per the Companies Act requirement.

8. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of knowledge and belief and according to the information and explanations obtained by them, your directors make the following statement in term of Section 134(3)(c) of the Companies Act, 2013 that:

a) In the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed and there are no material departures for the same;

b) The directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give true and fair view of the state of affairs of the company as on March 31, 2026 and of the profits of the company for the year ended on that date;

c) Directors have 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) Directors have prepared the annual accounts on a going concern basis;

e) Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively;

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

9. INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY:

Your Company has its internal financial control systems commensurate with the size of its operations, the management regularly monitors the safeguarding of its assets, prevention and detection of frauds and errors, and the accuracy and completeness of the accounting records including optimal utilization of resources, reliability of its financial information and compliance and timely preparation of reliable financial information.

Internal Audit Reports and significant audit observations are brought to the attention of the Audit Committee of the Company. The internal controls existing in the Company are considered to be adequate vis-a-vis the business requirements. Your Company ensures adequacy, commensurate with its current size and business, to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance of laws and regulations. It is supported by the internal audit process and will be enlarged to be adequate with the growth in the business activity

For more details on internal financial control system and their adequacy kindly refer Management Discussion and Analysis Report.

10. TRANSFER TO RESERVE:

The Directors do not propose to transfer any amount to Free Reserves. The Accounting Standards permit that the amount that stands at profit/ loss after tax is included in reserves & surplus schedule i.e Other Equity.

11. DEPOSITS:

Your company has not accepted any deposits from the public falling within the purview of Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposit) Rules, 2014; therefore, there was no principal or interest outstanding as on the date of the balance sheet.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Pursuant to the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, the

Company has, during the financial year under review, your company has made investments in bodies corporate and advanced loans in compliance with the provisions of the said section. The Company has not provided any guarantees or furnished any security during the year under review.

The particulars of the investments made and loans advanced are disclosed in the Notes to the Financial Statements forming part of this Annual Report.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Companys website at https://fractalindustries.in. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

Related party transactions that were entered during the financial year were on an arms length basis and were in the ordinary course of business. There were no material related party transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statement, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable.

14. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANY/lES:

Disclosures related to Subsidiary, Associate and Joint Venture Company for financial year 2025-26:

During the financial year under review, the Company made an investment in Nested Brands Private Limited and Bishwanath Kashinath Foundation, pursuant to which it became a subsidiary of the Company.

As on 31st March 2026, the Company had the following subsidiary and did not have any associate company or joint venture:

Sr. No.	Particular	Subsidiary/Joint Venture/ Associate Companies
1	Nested Brands Private Limited	Subsidiary
2	Bishwanath Kashinath	Wholly Owned
	Foundation	Subsidiary

Further, a statement containing the salient features of the financial statement of subsidiary in the prescribed format AOC-1 is appended as "Annexure A" to the Boards report. The statement also provides the details of performance, financial positions of each of the subsidiaries.

15. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no Material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these Financial Statements relate and on the date of this report.

16. COMPLIANCE OF SECRETARIAL STANDARD:

During the year under review, the Company has complied with Secretarial Standards, i.e. SS-1 and SS- 2, relating to Meetings of the Board of Directors and General Meetings, issued by the Institute of Company Secretaries of India;

17. CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, every company meeting the prescribed thresholds of net worth, turnover or net profit during any financial year is required to comply with the provisions relating to Corporate Social Responsibility ("CSR").

During the financial year 2025-26, the Company was required to spend an amount of Rs10,01,840/- (Rupees Ten Lakh One Thousand Eight Hundred Forty Only) towards CSR activities in accordance with the provisions of Section 135 of the Companies Act, 2013.

During the year under review, the Company transferred an amount of Rs10,03,000/- (Rupees Ten Lakh Three Thousand Only) to the Unspent CSR Account within the prescribed period, in accordance with the applicable provisions of the Companies Act, 2013. The unspent amount was transferred as the Company intended to undertake CSR activities relating to healthcare infrastructure and accessibility, particularly for underserved communities, through a dedicated Section 8 Company incorporated to act as an implementing agency for such CSR projects.

Further, pursuant to Rule 9(4)(3) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, a company having any amount remaining unspent in its Unspent CSR Account in terms of Section 135(6) of the Companies Act, 2013 is required to constitute a CSR Committee and comply with the provisions contained in sub-sections (2) to (6) of Section 135 of the Act. Accordingly, the Company constituted a CSR Committee during the financial year 2026-27 and is complying with the applicable provisions of the Act and the Rules.

The Companys CSR initiatives and activities are undertaken in accordance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The requisite details are set out in the Annual Report on CSR Activities, as amended, which is annexed to this Annual Report as ANNEXURE - B.

18. AUDITORS:

STATUTORY AUDITORS:

m/s. Keyur Shah & Associates, Chartered Accountants Peer Reviewed Firm (Firm Registration number 333288W with the Institute of Chartered Accountants of India) Ahmedabad was appointed as Statutory Auditors of the Company at its 05th Annual General Meeting (agm) to hold office as such until the conclusion of the 10th AGM of the company to be held in the year 2030.

The statutory auditors have confirmed that they satisfy the independence criteria required under the Companies Act, 2013 and other applicable guidelines and regulations.

SECRETARIAL AUDITOR:

Your Company had appointed m/s. Parth Nair & Associates, Ahmedabad as Secretarial Auditor for the Financial Year ended March 31,2027, in accordance to the provisions of Section 204 of Companies Act, 2013 read with rules framed thereunder. The Secretarial Audit Report in the Form MR-3 issued by the Secretarial Auditor forms part of this Report as Annexure - C.

INTERNAL AUDITOR:

In accordance to the provisions of Section 138 of the Companies Act, 2013 your Company has appointed m/s N S Rathi & Associates, Chartered Accountants, Ahmedabad as the Internal Auditors for the Financial Year 2026-27.

BOARDS RESPONSE ON AUDITORS QUALIFICATION, RESERVATION OR ADVERSE REMARKS OR DISCLAIMER MADE:

There are no qualifications, reservations or adverse remarks made by the Secretarial Auditors in their report for the year ended 31st March 2026. The

Statutory Auditors of the Company have submitted the Audit Report for the financial year 2025-26. The Auditors report does not contain any qualification, reservation and adverse remarks. The notes on financial statement referred to in the Auditors report are self-explanatory and do not call for any comments.

During the year, there were no instances of frauds reported by auditors under Section 143(12) of the Companies Act, 2013.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The provision relating to Section 134(3)(m) read with rule 8 of the Companies (Accounts) Rules, 2014 of the Companies Act, 2013 relating to conservation of energy and technology absorption, earnings and outgo in foreign exchange during the financial year 2025-26 has been stated as under

a) Conservation of energy -

i) the steps taken or impact on conservation of energy- Your Company applies stringent control systems to monitor day to day power consumption. It ensures optimal usage of energy and mitigates wastage to the extent possible

ii) the steps taken by the company for utilizing alternate sources of energy - NIL

iii) the capital investment on energy conservation equipment - NIL

b) Technology absorption - Your company has no activities relating to technology absorption. Hence, nothing is reported here.

c) Foreign exchange earnings and Outgo - Nil

20. DIRECTOR AND KEY MANAGERIAL PERSONNEL:

In terms of Section 152(6) of the Companies Act, 2013, Mr. Vikas Tekriwal (DIN- 11002218) Director of the Company is liable to retire by rotation in the ensuing Annual General Meeting and being eligible offers himself for re-appointment

The Directors and KMPS of the Company as on 31st March 2026 were as below:

Sr. No.	Name of the Director	din/pan	Designation & Category
1.	Mr. Pankaj Bishwanath Agrawal	01236376	Chairman & Managing Director
2.	Mr. Vikas Tekriwal	11002218	Executive Director
3.	Mr. Shiv Kumar Mittal	02578461	Non-Executive Director
4.	Mr. Vipul Ratan	01757490	Independent Director
5.	Mrs. Neha Yogesh Khemka	11077887	Independent Director
6.	Mrs. Kruti Parshwa Shah	GSSPS5558D	Company Secretary
7.	Mr. Anoop Kumar Agarwal	ADNPA8342B	CFO

Particular of Changes in directorship & KMP during the year: -

Name	din/pan	Nature of Change	Designation	Date
Mr. Pankaj Bishwanath Agrawal	01236376	Cessation	Manager	08-04-2025
Mr. Pankaj Bishwanath Agrawal	01236376	Change in Designation	Managing Director	25-04-2025
Mr. Anoop Kumar Agarwal	08032838	Cessation	Director	26-04-2025
Mrs. Priti Pankaj Agrawal	08032860	Cessation	Director	26-04-2025
Mr. Anoop Kumar Agarwal	ADNPA8342B	Appointment	CFO	26-04-2025
Mr. Vikas Tekriwal	11002218	Appointment	Executive Director	25-04-2025
Mr. Shiv Kumar Mittal	02578461	Appointment	Non-Executive Director	25-04-2025
Mr. Vipul Ratan	01757490	Appointment	ndependent Director	25-04-2025
Mrs. Neha Yogesh Khemka	11077887	Appointment	Independent Director	07-06-2025
Mrs. Kruti Parshwa Shah	GSSPS5558D	Appointment	Company Secretary	01-07-2025

After the closure of FY 2025-26, Mrs. Kruti Parshwa Shah resigned from the position of Company Secretary and compliance officer w.e.f. 31st July 2026. Ms. Santoshikumari Mudaliar appointed as Company Secretary and compliance officer of the company w.e.f. 01st August 2026.

21. DECLARATION BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 149 of the Companies Act, 2013, the Independent Directors have submitted declarations that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 along with Rules framed thereunder and Regulation 16(l)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. There was no change in the circumstances affecting their status of Independent Directors of the Company.

The Board of Directors is of the opinion that the Independent Directors of the Company holds highest standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors. The Independent Directors have confirmed that they have registered themselves with Independent Directors database of The Indian Institute of Corporate Affairs (lICA) and have cleared online proficiency test as applicable.

22. 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:

Your Company has framed a Nomination and Remuneration Policy to formulate the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a director (executive/ non- executive/ independent), Senior Management and other employees.

The Nomination and Remuneration Committee (nrc) identifies and recommends eminent professionals with relevant expertise and independent standing for appointment as Independent Directors, in line with the Companys Policy on Selection of Directors and Determining Independence. The Policy, revised during the year, sets guiding principles for assessing qualifications, attributes, diversity and independence of Directors.

The Remuneration Policy, framed under Section 178 of the Companies Act, 2013, is performance-driven, aligned with industry practices and designed to reward achievement and contribution.

23. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own Performance, the Directors individually as well as the evaluation of the working of its Audit and other Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

24. CORPORATE GOVERNANCE:

Since the Companys securities are listed on Emerge SME Platform of BSE, by virtue of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the compliance with the Corporate

Governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V are not applicable to the Company. Elence Corporate Governance does not form part of this report.

25. COMMITTEES:

The Composition of various Committees of your Company as on 31.03.2026 was as below:

Audit Committee:

In compliance with the requirement of Section 177, as applicable to the Company, the Board of Directors has constituted Audit Committee. The members of the Audit Committee possess financial/accounting expertise/exposure. The Audit Committee assists the Board in its responsibility for overseeing the quality and integrity of the accounting, auditing and reporting practices of the Company and its compliance with the legal and regulatory requirements. Apart from the matters provided under Section 177(4) of the Companies Act, 2013, the Audit Committee also review the significant legal cases pending and all materia developments are reported to the Board.

The Company has constituted an Audit Committee of the Company on 20th August 2025. The Audit Committee comprises of the following Directors of the Company:

Sr No.	Name of Director	Designation	Position in the Committee
1	Mrs. Neha Yogesh Khemka	Independent Director	Chairperson
2	Mr. Vipul Ratan	Independent Director	Member
3	Mr. Pankaj Bishwanath Agrawal	Chairman cum Managing Director	Member

A Copy of the Audit Committee Policy will be available at the Companys website https://fractalindustries.in

Nomination and Remuneration Committee:

The Company constituted a Nomination S. Remuneration Committee (NRC) of the Company on 20th August 2025 in line with the provision of Section 178 of the Act.

The Nomination & Remuneration Committee comprises of the Independent/Non-Executive Directors of the Company as mentioned below.

Sr No.	Name of Director	Designation	Position in the Committee
1	Mrs. Neha Yogesh Khermka	Independent Director	Chairperson
2	Mr. Shiv Kumar Mittal	Non-Executive Director	Member
3	Mr. Vipul Ratan	Independent Director	Member

A Copy of the NRC Committee Policy will be available at the Companys website https://fractalindustries.in

Stakeholder Relationship Committee:

The Company has constituted a Stakeholders Relationship Committee of the Company on 20th August 2025 in line with the provision of Section 178 of the Act.

The Stakeholders Relationship Committee comprises of the Independent/Non-Executive Directors of the Company as mentioned below.

Sr No.	Name of Director	Designation	Position in the Committee
1	Mr. Vipul Ratan	Independent Director	Chairperson
2	Mrs. Neha Yogesh Khemka	Independent Director	Member
3	Mr. Pankaj Bishwanath Agrawal	Chairman cum Managing Director	Member

A Copy of the Stakeholders Relationship Committee Policy will be available at the Companys website https://fractalindustries.in

26. POLICIES:

RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks towards the key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Board of Directors of the Company. Although, Board is of the opinion that there are no major risks affecting

the existence of the Company.

ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES:

Your Company promotes ethical behaviour in all its business activities and has put in place a mechanism wherein the employees are free to report illegal or unethical behaviour, actual or suspected fraud or violation of the Companys Codes of Conduct or Corporate Governance Policies or any improper activity to the Chairman of the Audit Committee of the Company or Chairman of the Board. The Whistle Blower Policy has been duly communicated within your Company.

Linder the Whistle Blower Policy, the confidentiality of those reporting violation(s) is protected, and they are not subject to any discriminatory practices. No personnel have been denied access to the Audit Committee in this regard. The Vigil Mechanism and Whistle Blower Policy may be accessed on the Companys website https://fractalindustries.in.

SEXUAL H ARASSMENTOF WOM EN AT WORKPLACE (PREVENTION, PROHIBITION AND redressal) ACT, 2013:

Your Company has in place a Prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Your Company did not receive any sexual harassment complaints during the year ended on March 31, 2026. The policy adopted by the Company for Prevention of Sexual Harassment is available on its website at https://fractalindustries.in.

27. PARTICULARS OF EMPLOYEES:

The remuneration paid to your Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013.

The information required under section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) in respect of Directors/employees of the Company is set out in accordance to the requirements.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A detailed analysis of the Companys performance is made in the Management Discussion and Analysis Report, which forms part of this Annual Report. (Annexure- d)

29. INSURANCE:

The properties and insurable assets of the Company such as buildings, plants, machinery and stocks among others are adequately insured.

30. CEO AND CFO CERTIFICATION:

Since your Companys securities are listed on BSE SME Platform, by virtue of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Compliance with CEO and CFO Certification as provided under Sub- regulation 8 of Regulation 17 is not applicable. Elence, the same does not form part of this report.

31. DEMATERIALISATION OF EQUITY SHARES:

The entire Shareholding of the Company is in DEMAT mode. The ISIN No. allotted is INE1W3Q01011.

32. LISTING AND DEPOSITORY FEES:

Your Company has paid Annual Listing Fee for the financial year 2026-27 to BSE Ltd. according to the prescribed norms & regulations. Company has also paid Annual Custody Fee to National Securities Depository Limited and Issuer Fee to Central Depository Services (India) Limited for the financial year 2026-27.

33. DISCLOSUREOFACCOUNTINGTREATMENT:

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

34. ENVIRONMENT, HEALTH AND SAFETY:

The Company considers it is essential to protect the Earth and limited natural resources as well as the health and well-being of every person. The Company strives to achieve safety, health and environmental excellence in all aspects of its business activities. Acting responsibly with a focus on safety, health and the environment is a part of the Companys DNA.

35.HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

Your Company lays emphasis on competence and commitment of its human capital recognizing its pivotal role for organizational growth. During the year, the Company maintained a record of peaceful employee relations. Your Directors wish to place on record their appreciation for the commitment shown by the employees throughout the year

36.SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

37. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END -OF THE FINANCIAL YEAR:

During the year under review, neither there is any application made, nor any proceedings are pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

38. 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 THEREOF:

During the year under review, no such exercise has happened.

39. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company was not required to transfer any amounts to Investor Education and Protection Fund (lEPF).

40. CREDIT RATING:

During the year under review the Company has not obtained any credit rating.

41. GENERAL DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the financial year under review:

- The company has not received any order under any court of law;

- There were no material changes commitments affecting the financial position of your Company between the end of financial year (March 31, 2026) and the date of the report;

- During the period under review, none of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143 (l2) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force);

- The Company is not required to maintain cost records as your company does not fall under the purview of Section 148 of Companies Act, 2013.

APPRECIATIONS & ACKNOWLEDGMENT:

Your Directors wish to place on record their gratitude to Shareholders for the confidence reposed by them and thank all the Clients, Dealers and other business associates for their contribution to your Companys growth. The Directors also wish to place on record their appreciation of the valuable services rendered by the executive, staff and workers of the Company.

Your Board expresses its gratitude for the assistance and co-operation extended by SEBI, NSE, NSDL, CDSL, MCA, ROC, Central Government and Government of various States and other Regulatory Authorities including Local Governing Bodies.

Your Board appreciates the precious support provided by the Auditors, Lawyers and Consultants. We place on record our appreciation for the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

The Management is deeply grateful forthe confidence and faith that all the stakeholders have reposed in them. Your Directors look forward for their continued support in the future for the consistent growth of the Company.

	By Orders of the Board of Directors
	For, Fractal Industries Limited
	sd/-
	PANKAJ BISHWANATH AGRAWAL
Date: 25.08.2026	Chairman &. Managing Director
Place: Mumbai	DIN: 01236376

 

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CIN: L14101MH2020PLC335773

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