Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2024
Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2024
15 Other Equity
(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
(in Rupees million)
As at March 31, 2024
As at March 31, 2023
As at March 31, 2024
As at March 31, 2023
Particulars
% of total shares in the class
Number of shares 59,39,620 74,72,423 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 59,39,620 73,53,814
Securities premium
12,108 2,880
11,977
Particulars
Employee stock option reserve
2,017
Quinag Bidco Limited
22.57% 28.39% 20.13% 0.38%
22.68% 28.08%
Remeasurement of defined benefit plans
(112)
(127)
TPG Fett Holdings Pte Limited
Effective portion of gains on of derivatives designated as cash flow hedge (net)
32 22
-
Gulu Mirchandani (on behalf of GLM Family Trust)
-
-
Share application money pending allotment
3
Gita Mirchandani Gulu Mirchandani Pranay Agrawal
11.96%
31,31,260 23,65,296 17,27,812 15,27,378 13,49,151
Exchange differences on translating the financial statements of a foreign operation
167
166
0.38% 6.44% 5.80% 5.04%
9.03% 6.60% 5.83% 5.15%
Retained earnings Total other equity
(1,071) 14,026
(636)
13,400
Srikanth Velamakanni*
Note : For movement during the year, refer statement of changes in equity.
Chetana Kumar
* includes 664,858 partly paid-up shares issued on private placement basis
16 Borrowings
(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%
Non-current borrowings (at amortised cost) Secured -
33,37,505 11,86,099
TPG Fett Holdings Pte Limited
26.22%
11,86,099
26.22%
(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) R ights, preferences and restrictions attached to Series B 0.001% Compulsorily convertible preference shares (CCPS) S eries B 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.
Term loan (Refer note (a) below)
2,623
3,416
Less : Arrangement fees
(122)
(160)
Less : Current maturities of long term debt
-
(35)
Total secured borrowings
2,501
3,221
Current borrowings Secured - Current maturities of long term debt - Term loan (Refer note (a) below)
-
35 35
Total current borrowings
-
Note : (a) The Group has availed foreign currency floating interest term loan from financial institutions as per term sheet dated December 21, 2021 amounting to USD 42 million. The Group has incurred transaction cost amounting to USD 2.2 million till current date in respect of the said transaction which are disclosed as net from the actual proceeds and are amortised over the tenor of the loan to the Consolidated Statement of Profit and Loss. The Group has repaid USD 10 million on May 16, 2023 and current outstanding as on March 31, 2024 is USD 31.48 million. Given below are various terms pertaining to the term loan.
Non Current
Purpose of borrowings
Particulars Term loans
Total Current
Interest rate
Duration
Repayment terms
2,623
-
2,623
Term SOFR ("Secured Overnight Financing Rate") (Cap at 1%) + 6%
Five years ending on December 21, 2026
Group is eligible to make bullet repayment for the outstanding principal amount at the end of the facility tenor without prepayment penalty
Permitted Acquisitions and other Investments permitted under the Loan Documents
2,623
-
2,623
Collateral : (a) Pledge of charge over 100% (one hundred percent) equity shares from time to time, equivalent to 997,951 equity shares having face value of USD 1 (United States Dollar One) each held by the Group in its wholly owned subsidiary abroad, i.e., Fractal Analytics Inc., an entity organised under the laws of United States of America (b) 65% share Pledge of Fractal UK Private Limited an entity organised under the laws of United Kingdom.' (c) Hypothecation/ charge over all intellectual property owned by the Group from India or United States of America . Guarantor : The above borrowing is backed by the guarantee given by Fractal Analytics Private Limited, Cuddle Inc USA, Neal Analytics LLC and Final Mile Consulting LLC. (Refer note 35)
(e) Shares reserved for issue under options
March 31, 2024 No. of shares
March 31, 2023 No. of shares
Particulars
Equity shares of C 1 each reserved for issue under employee stock option scheme (Refer note 33) 61,36,808 (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. 60,08,873
222
223
Fractal Analytics Limited | Annual Report 2023-24
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