Fractal Analytics Annual Report 2023-24

Notice

NOTICE is hereby given that the 24 th Annual General Meeting (AGM) of the members of Fractal Analytics Limited (‘Company’) will be held on Friday, August 30, 2024, at 11:00 a.m. at the registered office of the Company situated at Level 7, Commerz II, International Business Park, Oberoi Garden City, Off. Western Express highway, Goregaon (East), Mumbai 400063 to consider and transact the following business: ORDINARY BUSINESS: Item No. 1 – Adoption of Audited Financial Statements (including Audited Consolidated Financial Statements) for the financial year ended March 31, 2024, and the reports of the Board of Directors and Auditors thereon. To receive, consider and adopt the Audited Financial Statements (including Audited Consolidated Financial Statements) of the Company for the financial year ended March 31, 2024, and the reports of the Board of Directors and Auditors thereon and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an ordinary resolution : “ RESOLVED THAT the Audited Financial Statements (including Audited Consolidated Financial Statements) of the Company for the Financial Year ended March 31, 2024, along with the reports of the Board of Directors and the Auditors, as circulated to the members, be and are hereby considered and adopted.” Item No. 2 – Appointment of Mr. Srikanth Velamakanni as a Director, liable to retire by rotation To appoint a Director in place of Mr. Srikanth Velamakanni (DIN: 01722758), who retires by rotation, and being eligible, has offered himself for re-appointment and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an ordinary resolution : “ RESOLVED THAT pursuant to provisions of Section 152 and other applicable provisions of the Companies Act, 2013, the approval of members of the Company be and is hereby accorded to re-appoint Mr. Srikanth Velamakanni (DIN: 01722758) as Director, who retires by rotation and is eligible for re-appointment, be and is hereby re-appointed as a Director of the Company. RESOLVED FURTHER THAT each of the Directors of the Company and/or Ms. Somya Agarwal, Company Secretary of the Company, be and are hereby severally authorized to certify a copy of the above resolutions and issue the same to all concerned parties.” Item No. 3 – Appointment of Mr. Pranay Agrawal as a Director, liable to retire by rotation To appoint a director in place of Mr. Pranay Agrawal (DIN- 00485739), who retires by rotation, and being eligible, has offered himself for re-appointment and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an ordinary resolution : “ RESOLVED THAT pursuant to provisions of Section 152 and other applicable provisions of the Companies Act, 2013,

“ RESOLVED THAT pursuant to the provisions of Section 152 and all other applicable provisions of the Companies Act, 2013 (including any statutory modification or re-enactment thereof for the time being in force), the Companies (Appointment and Qualification of Directors) Rules, 2014, the memorandum and articles of association of the Company, as amended and the restated shareholders’ agreement dated December 12, 2021 read along with the amendment agreements (“SHA”) thereof entered into by and amongst the Company, Quinag Bidco Ltd. (“Apax”), Mr. Pranay Agrawal, Mr. Srikanth Velamakanni, Ms. Chetana Kumar, Ms. Rupa Krishnan Agrawal and Mr. Narendra Kumar Agrawal (collectively “Founder Group”), Mr. Gulu Mirchandani and Ms. Gita Mirchandani (collectively “OLMO Capital”) and TPG Fett Holdings Pte. Ltd. (“TPG”) (“SHA”) and the consent given by Mr. Sasha Gulu Mirchandani (DIN: 01179921) in Form DIR-2 under Section 152(5) of Companies Act, 2013, and as recommended by the Nomination and Remuneration Committee, Mr. Sasha Gulu Mirchandani (DIN: 01179921) who was appointed as Additional Director of the Company w.e.f. April 26, 2024 and whose term of office as Additional Director expires at the ensuing Annual General Meeting, and in respect of whom a notice u/s 160 has been received from him proposing his candidature as a Director, be and is hereby appointed as Non–Executive Director of the Company, liable to retire by rotation. RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution, each of the directors of the Company and/or Ms. Somya Agarwal, Company Secretary of the Company, Mr. Ashwath Bhat and Mr. Satish Raman, authorized Signatories of the Company, be and are hereby severally authorized to do all such acts, deeds, matters and things as they may, in their absolute discretion, deem necessary, proper or desirable for such purpose, and to make any filings, including with the Registrar of Companies, Maharashtra at Mumbai, furnish any returns or submit any other documents to any government, statutory or regulatory authorities as may be required, and to settle any question, difficulty or doubt and to negotiate, finalize and execute all documents, papers, instruments and writings as they may deem necessary, proper, desirable or expedient and to give such directions and/or

instructions as they may from time to time decide and to accept and give effect to such modifications, changes, variations, alterations, deletions and/or additions as regards the terms and conditions as may be required from time to time. RESOLVED FURTHER THAT each of the directors of the Company and/or Ms. Somya Agarwal, Company Secretary of the Company, Mr. Ashwath Bhat and Mr. Satish Raman, authorised signatories of the Company be and are hereby severally authorized to certify a copy of the above resolutions and issue the same to all concerned parties. RESOLVED FURTHER THAT duly certified copies of the above resolutions be furnished to any governmental or regulatory authority as may be required from time to time.” Item No. 6 – Approval of re-appointment of Mr. Srikanth Velamakanni (DIN: 01722758) as a Whole- time Director of the Company and renewal of terms of his appointment and remuneration. To consider and if thought fit, pass the following resolution with or without modification(s) as a special resolution : “ RESOLVED THAT on the basis of the recommendation of the Nomination and Remuneration Committee, and the Board of Directors of the Company (the ‘Board’) and pursuant to the applicable provisions of Section 196, 197, 198, 203 & Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) and the applicable rules made thereunder (including any statutory modification or re-enactment thereof for the time being enforce), and in accordance with the Articles of Association of the Company, consent of the members be and is hereby accorded for the re-appointment of Mr. Srikanth Velamakanni (DIN - 01722758) as Whole-time Director of the Company for further period of 5 years effective from June 30, 2024 till June 29, 2029 in accordance with following terms and conditions: A. Terms of the re-appointment: period of 5 years with effect from June 30, 2024. B. Business Designation/Title: Group Chief Executive and Executive Vice-Chairman

the approval of members of the Company be and is hereby accorded to re-appoint Mr. Pranay Agrawal (DIN-00485739) as director, who retires by rotation and is eligible for re- appointment, be and is hereby re-appointed as a director of the Company. RESOLVED FURTHER THAT each of the directors of the Company and/or Ms. Somya Agarwal, Company Secretary of the Company, be and are hereby severally authorized to certify a copy of the above resolutions and issue the same to all concerned parties.” Item No. 4 – Re-appointment of M/S. B S R & Co. LLP (FRN: 101248W/W-100022), Chartered Accountants as Statutory Auditors To re-appoint M/S. B S R & Co. LLP (FRN: 101248W/W- 100022), Chartered Accountants as Statutory Auditors of the Company, to hold office for a period of 5 (Five) years from the conclusion of the ensuing 24 th Annual General Meeting until the conclusion of 29 th Annual General Meeting and to fix remuneration and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution : “ RESOLVED THAT pursuant to the provisions of Section 139, 141 and 142 of Companies Act, 2013, read with the Companies (Audit and Auditors) made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), consent of the members of the Company be and is hereby accorded to re-appoint M/S. B S R & Co. LLP (FRN: 101248W/W-100022) , Chartered Accountants as Statutory Auditors of the Company to hold office for period of 5 (Five) years from the conclusion of the ensuing 24 th Annual General Meeting until the conclusion of 29 th Annual General Meeting of the Company on such terms and remuneration as may be mutually agreed upon between Board of Directors of the Company and the Auditors. RESOLVED FURTHER THAT each of the Directors of the Company and/or Somya Agarwal, Company Secretary of the Company, be and is hereby authorized to sign and submit necessary documents, papers and e-forms electronically, with the office of concerned Registrar of Companies and to do all such acts, deeds and things as may be necessary and expedient to give effect to the said resolution. RESOLVED FURTHER THAT each of the directors of the Company and/or Ms. Somya Agarwal, Company Secretary of the Company, Mr. Ashwath Bhat, Mr. Abhishek Rathi, and Mr. Satish Raman, authorized signatories of the Company be and are hereby severally authorized to certify a copy of the above resolutions and issue the same to all concerned parties.” SPECIAL BUSINESS: Item No. 5- Appointment of Mr. Sasha Gulu Mirchandani (DIN: 01179921) as Non-Executive Director of the Company. To consider and if thought fit, to pass the following resolution as an Ordinary Resolution :

C. Terms of the revised remuneration: the remuneration structure is as follows: FY23-24 (Current) FY 24-25 FY 25-26

FY 26-27 $882,000

FY 27-28 $926,100

FY 28-29 $972,405

Base Salary*

$574,327

$800,000

$840,000

Assumed increment

5%#

Variable Pay*^ Total Salary*

$220,500

$400,000

$420,000

$441,000

$463,050

$486,203

$794,827 $1,200,000 $1,260,000 $1,323,000 $1,389,150 $1,458,608

INR/USD INR Salary

82.6

83.48

C 65,302,986 C 100,176,000 C 105,184,800 C 110,444,040 C 115,966,242 C 121,764,554

*Any pay mentioned in USD is a reference point and will be converted to INR every year at the beginning of the year, based on the average of the past 3 months exchange rate ^On goal achievement set and agreed to by the Nomination and Remuneration Committee #Increment percentage mentioned here is only a reference point. The actual increment percentage year on year will be lower of inflation (US CPI) or 5% .

Fractal Analytics Limited | Annual Report 2023-24

Made with FlippingBook - PDF hosting