Board's Report
Annexure D (This annexure forms part of the Board's Report) Form No. AOC – 2
Annexure E (This annexure forms part of the Board’s Report)
Details pertaining to Fractal Employees Stock Option Plan (“Fractal ESOP”) for the financial year 2023-24
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014) Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto I. D etails of contracts or arrangements or transactions not at arm’s length basis a) Name(s) of the related party and nature of relationship N.A. b) Nature of contracts/arrangements/transactions c) Duration of the contracts / arrangements/transactions d) Salient terms of the contracts or arrangements or transactions including the value, if any e) Justification for entering into such contracts or arrangements or transactions f) Date(s) of approval by the Board g) Amount paid as advances, if any: h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188 II. D etails of material contracts or arrangement or transactions at arm’s length basis a) Name(s) of the related party and nature of relationship Fractal Analytics Inc., USA, a wholly owned subsidiary of the Company
*Time Based Key Employee Stock Incentive Plan 2019
*Performance Based Key Employee Stock Incentive Plan 2019
Sr. No. Particulars
#Fractal Employees Stock Option Plan
1 Options granted (net of recission)
2,20,650 4,75,226 1,19,661 1,19,661
-
-
2 Options vested
3,34,076
3 Options exercised
8,274 8,274
- -
4 The total number of shares arising as a result of exercise of option
5 Options lapsed
2,02,239
45,049
1,00,434
6 Options granted in FY 2023 and rescinded during the FY 2024.
-
-
-
7 The exercise price
The exercise price of Options granted: C 2270/- each
The exercise price of shares allotted: C 1/- each (At par), C 40/- each, C 279.81/- each,
The exercise price of shares allotted: C 846/- each, C 2270/- each
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C 610/- each, C 640/- each C 846/- each, C 2270/- each,
Mr. Srikanth Velamakanni and Mr. Pranay Agrawal, directors of Fractal Analytics Limited are also directors of the Wholly owned subsidiary
8 Variation of terms of options1
-
-
- -
9 Money realized by exercise of options 10 Total number of options in force 11 Employee wise details of options granted to: Key managerial personnel
7,43,00,911.50
72,84,604
b)
Nature of contracts/arrangements/transactions
Rendering of Services
c) Duration of the contracts / arrangements/transactions - d) Salient terms of the contracts or arrangements or transactions including the value, if any - e) Date(s) of approval by the Board NA f) Amount paid as advances, if any: NA
24,96,131
10,07,279
20,29,338
-
- -
- -
Any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year Identified employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant.
1. Ashwath Bhat - 25,000 2. Suraj Amonkar- 20,000
a) Name(s) of the related party and nature of relationship Final Mile Consultants Private Limited, WOS of the Company - by
3. Mrunali Majmudar - 20,000 4. Dipita Chakraborty-20,000 5. Shashidhar Ramakrishnaiah-20,000
virtue of shareholding held by Ms. Chetana Kumar in the Company and she is being a relative of director in the Company and a director in Final Mile Consultants Private Limited.
c.
Nil
Nil
Nil
b)
Nature of contracts/arrangements/transactions
Not Applicable
c) Duration of the contracts / arrangements/transactions - d) Salient terms of the contracts or arrangements or transactions including the value, if any NA e) Date(s) of approval by the Board
January 19, 2024
# The above details comprise of Fractal 2007 ESOP scheme & Fractal 2019 ESOP scheme *Time Based Key Employee Stock Incentive Plan 2019 (Time-Based MIP) & Performance Based Key Employee Stock Incentive Plan 2019 (Performance- Based MIP) are collectively referred to as Management Incentive Plan 2019 (‘MIP Plan 2019’)
f)
Amount paid as advances, if any:
NA
For and on behalf of Board of Directors of Fractal Analytics Limited
sd/-
sd/-
Srikanth Velamakanni
Sasha Mirchandani Additional Director
Whole-time Director
DIN: 01722758
DIN: 01179921
Date: June 17, 2024
Date: June 17, 2024
Place: Mumbai
Place: Mumbai
Registered Office Address: Level 7, Commerz II, International Business Park, Oberoi Garden City, Off. Western Express Highway, Goregaon (East), Mumbai- 400 063
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Fractal Analytics Limited | Annual Report 2023-24
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