Notes to the Standalone Financial Statements as at and for the year ended March 31, 2024
Notes to the Standalone Financial Statements as at and for the year ended March 31, 2024
As at March 31, 2024
As at March 31, 2023
(in Rupees million) As at March 31, 2023
As at March 31, 2024
Particulars
% of total shares in the class
Number of shares 52,96,556 1,00,000 1,00,000 16,96,174 15,27,378 13,25,431
% of total shares in the class
Number of shares
Particulars
Issued share capital 26,317,789 equity shares of face value C 1 each (March 31, 2023 : 26,189,854 equity shares of C 1 each)
Gulu Mirchandani (on behalf of GLM Family Trust)
20.13% 0.38% 0.38% 6.44% 5.80% 5.04%
-
-
26
26
Gita Mirchandani Gulu Mirchandani Pranay Agrawal
11.96%
31,31,260 23,65,296 17,27,812 15,27,378 13,49,151
9.03% 6.60% 5.83% 5.15%
4,523,604 Series B 0.001 % Compulsorily convertible preference shares of face value C 1 each (March 31, 2023 : 4,523,604 Series B 0.001 % Compulsorily convertible preference shares of face value C 1 each)
5
5
Srikanth Velamakanni*
31
31
Chetana Kumar
Subscribed and fully paid-up 25,652,931 equity shares of face value C 1 each fully paid up (March 31, 2023 : 25,524,996 equity shares of face value C 1 each fully paid up) 4,523,604 Series B 0.001 % Compulsorily convertible preference shares of face value C 1 each (March 31, 2023 : 4,523,604 Series B 0.001 % Compulsorily convertible preference shares of face value C 1 each fully paid up) Subscribed but not fully paid-up 664,858 equity share of face value C 1 ( C 0.5 paid up) (Refer note a(ii) below)* (March 31, 2023 : 664,858 equity share of face value C 1 ( C 0.5 paid up) (Refer note a(ii) below)*)
* includes 664,858 partly paid-up shares issued on private placement basis
26
26
(b) Series B 0.001 % Compulsorily Convertible Preference Shares of E 1 each fully paid-up held by Quinag Bidco Limited 73.78% 33,37,505 73.78%
5
5
33,37,505 11,86,099
TPG Fett Holdings Pte Limited
26.22%
11,86,099
26.22%
31
31
(c) Rights, preferences and restrictions attached to equity shares The Company has one class of equity shares having a par value of C 1 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding. (d) Rights, preferences and restrictions attached to Series B 0.001% Compulsorily convertible preference shares (CCPS) 0.001% Compulsorily Convertible preference shares: All outstanding CCPS shall be converted based on the then- applicable CCPS Conversion Price on the earlier of : (i) 1 (one) Business Day of the expiry of 5 (five) years from the Closing Date;, as applicable; or (ii) 1 (one) Business Day prior to the date of voluntary or involuntary liquidation, winding up or dissolution of the Company, including through a shareholders’, members’ or creditors’ voluntary winding up process or a court directed winding-up process (iii) 1 (one) Business Day prior to the date of consummation of the sale of any Securities by the Investor to a third party in accordance with the terms of the Shareholders agreement (iv) 1 (one) Business Day prior to the last date for the conversion of convertible instruments under applicable Laws, prior to an IPO or a QIPO (as defined in the Shareholders Agreement) in terms of the Shareholders Agreement The CCPS shall bear a coupon rate of 0.001% per annum (calculated on the face value ) at the time of conversion of the last outstanding CCPS. The CCPS shall be non-cumulative. The CCPS holder shall be entitled to participate (on an as converted basis) in any dividends payable to the holders of Equity Shares. If any CCPS are outstanding and any dividend is declared on the equity shares, the Company shall declare dividend on the CCPS equal to the per equity share dividend pro-rated to the assumed equity percentage. The Company covenants that till such time that any of the CCPS are outstanding, the Company shall not be entitled to declare any dividend on any equity shares in any year till such time as the dividend in relation to the CCPS has been provided for in full. The CCPS shall not have any voting rights other than as available under the Act to preference shares. The CCPS shall rank pair passu with the equity shares on liquidation and shall have no liquidation preference.
0
0
0
0
31
31
*Denotes amount less than C 1 million
(a) Reconciliation of shares outstanding at the beginning and at the end of the year
As at March 31, 2024
As at March 31, 2023
Amount (in Rupees million)
Number of shares
Amount (in Rupees million)
Particulars
Number of shares
Equity shares At the commencement of the year
2,61,89,854
26
2,59,47,598
26
Add : Shares issued during the year under - employee stock option plan (Refer note a(i) below)
1,27,935
-*
2,32,856
-*
-
private placement of shares (Refer note a(ii) below)
-
-*
9,400
-*
At the end of the year
2,63,17,789
26
2,61,89,854
26
*Denotes amount less than C 1 million
(i) During the year 127,935 shares (March 31, 2023: 232,856 shares) were issued under employee stock option plan at various price (Refer note 33).
(ii) During the year Nil shares (March 31, 2023: 9,400 shares) were issued on a private placement basis.
Instruments entirely equity in nature - Series B 0.001 % Compulsorily convertible preference shares At the commencement of the year 45,23,604 5 45,23,604 5 Issued during the year - - - - At the end of the year 45,23,604 5 45,23,604 5
(e) Shares reserved for issue under options
(b) Particulars of shareholders holding more than 5% shares of a class of shares (a) Equity shares of E 1 each fully paid-up held by
March 31, 2024 No. of shares
March 31, 2023 No. of shares
Particulars
60,08,873
61,36,808
Equity shares of C 1 each reserved for issue under employee stock option scheme (Refer note 33)
As at March 31, 2024
As at March 31, 2023
Note -- Refer note (a) and (e) for conversion of CCPS.
% of total shares in the class
Number of shares 59,39,620 74,72,423
% of total shares in the class
Number of shares 59,39,620 73,53,814
Particulars
(f) There were no shares allotted pursuant to contract without payment being received in cash or as fully paid up by way of bonus shares or any shares bought back. (g) No dividend is declared by the Company during the years ended March 31, 2024 and March 31, 2023.
Quinag Bidco Limited
22.57% 28.39%
22.68% 28.08%
TPG Fett Holdings Pte Limited
156
157
Fractal Analytics Limited | Annual Report 2023-24
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