Board's Report
Company’s 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. The Company is a public company limited by shares w.e.f. May 16, 2024. The Board, basis the recommendations of the Nomination & Remuneration Committee (NRC), at its meeting held on June 17, 2024, had adopted the Nomination and Remuneration Policy pursuant to the applicable provisions of Section 178(3) of the Act. Board of Directors and Key Managerial Constitution of Board of the Company During the financial year under review, the Board was duly constituted in accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company. As on March 31, 2024, the Board comprises of 10 (Ten) Directors. Appointment and Resignation During the financial year under review, changes in the composition of the Board of Directors were as follows: 1. Pursuant to the terms of amended and restated Shareholders’ Agreement dated December 12, 2O21 read along with the amendment agreements (“SHA”) thereof, and as recommended by the Nomination and Remuneration Committee of the Board, the Board of Directors on August 09, 2023, by way of a circular resolution, had approved the appointment of Mr. Anurag Sud (DIN: 09591664) as an Additional Non-Executive Director of the Company who holds office up to the date of 23 rd Annual General Meeting and subsequently the Members of the company at their 23 rd Annual General Meeting held on August 31, 2023, approved the appointment of Mr. Anurag Sud (DIN: 09591664) as Non-Executive Director of the Company. Personnel (KMPs) A) Board of Directors 2. Pursuant to the provisions of the Companies Act, 2013 (the ‘Act’) read with Schedule IV of the Act and in accordance with the memorandum of association and articles of association of the company, amended and restated Shareholders’ Agreement dated December 12, 2O21 read along with the amendment agreements (“SHA”) thereof, and as recommended by the Nomination and Remuneration Committee of the Board, the Board of Directors on October 26,2022, by way of a circular resolution, had approved the appointment of Ms. Karen Ann Terrell (DIN: 09764751) as an Additional Independent (Non-Executive) Director and subsequently the Members of the company at their 23 rd Annual General Meeting held on August
Dear Shareholders, Your Board of Directors (‘Board’) hereby present the 24 th Annual Report on the business and operations of the Company along with the Audited Financial Statements (standalone & consolidated) for the financial year ended March 31, 2024. Financial Performance of the Company The Audited Financial Statements of your Company as on March 31, 2024, are prepared in accordance with the relevant applicable Indian Accounting Standards (“IndAs”) and applicable provisions of the Companies Act, 2013 (“Act”). The summarized financial highlights as on March 31, 2024, is depicted below:
31, 2023, approved the appointment of Ms. Karen Ann Terrell (DIN: 09764751) as an Independent Non-Executive director for a period of 3 (Three) consecutive years commencing from October 26, 2022 and who shall not be liable to retire by rotation. 3. Pursuant to the provisions of the Companies Act, 2013 (the ‘Act’) read with Schedule IV of the Act and in accordance with the memorandum of association and articles of association of the company, amended and restated Shareholders’ Agreement dated December 12, 2021 read along with the amendment agreements (“SHA”) thereof, and as recommended by the Nomination and Remuneration Committee of the Board, the Board of Directors on October 11,2022, by way of a circular resolution, had approved the appointment of Ms. Neelam Dhawan (DIN: 00871445) as an Additional Independent (Non- Executive) Director and subsequently the Members of the Company at their 23 rd Annual General Meeting held on August 31, 2023, approved the appointment of Ms. Neelam Dhawan (DIN: 00871445) as an Independent Non-Executive director for a period of 3 (Three) consecutive years commencing from October 11, 2022 and who shall not be liable to retire by rotation. 4. Mr. Shashank Singh (DIN: 02826978) who was appointed as Director of the Company, has resigned from the directorship of the Company with effect from the close of business hours of August 03, 2023, due to his pre-occupation. The Board took note of the same and placed on record its appreciation for the services rendered by him. 5. Mr. Srikanth Velamakanni (DIN: 01722758) was appointed as Whole-time Director of the Company for a period of three years that commenced on April 01, 2021, and expired on March 31, 2024. The Board, basis the recommendation of the Nomination and Remuneration Committee, at its meeting held on March 27, 2024, had approved the extension of term of appointment of Mr. Srikanth Velamakanni as Whole-time director of the Company for a further period of 90 days. Changes in the Board composition post March 31, 2024 1. Mr. Gulu Mirchandani (DIN: 00026664) who was appointed as Director of the Company, has resigned from the directorship of the Company with effect from the close of business hours of April 26, 2024, due to his age and health issues. The Board took note of the same and placed on record its appreciation for the services rendered by him. 2. Pursuant to the terms of amended and restated Shareholders’ Agreement dated December 12, 2O21 read along with the amendment agreements (“SHA”) thereof, and as recommended by the Nomination
Standalone Consolidated March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023 ( D in Million) ( D in Million) ( D in Million) ( D in Million)
Particulars Total Income
11,830
10,524
22,419
20,437
Less: Total Expenses
10,994
10,308
22,506
22,252
Profit/(Loss) before share of loss of an associate, exceptional items and tax expense
837
216
(87)
(1,815)
Share of (loss) of an associate
-
(163)
-
(290)
(Loss) before exceptional items and tax expense
837
(250)
216 368
(2,105)
Less: Exceptional items
(469)
(55)
5,239
Profit/(Loss) before tax
1,306
(152)
(305)
3,134
Less: Provision for Tax
76
159
242
1,190
Profit/(Loss) after Tax
1,230
(547)
(311)
1,944
Other comprehensive income/ (loss) Total Comprehensive income/ (loss)
45
48
18
97
1,275
(293)
(499)
2,041
Overview of Company’s Financial Performance/State of Company Affairs At the standalone level, the total income of the Company during the financial year under review increased by 12.41% from C 10,524 million in the previous financial year to C 11,830 million. Profit before tax for the period under review stood at C 1,306 million as against loss of C 152 million in the previous financial year. Profit after tax for the period under review stood at C 1,230 million as against loss of C 311 million in the previous financial year. At the consolidated level, the total income of the Company during the financial year under review increased by 9.70% from C 20,437 million in the previous financial year to C 22,419 million. Loss before tax stood at C 305 million as against profit of C 3,134 million in the previous financial year. Loss after tax stood at C 547 million as against profit of C 1,944 million in the previous financial year. Dividend Your Board of Directors (the ‘Board’) feel that it is prudent to plough back the profits of your Company for its future growth, hence, the Board does not recommend any dividend for the financial year ended March 31, 2024. Transfer of Reserves During the financial year under review, your Company do not propose to transfer any amount to reserves.
Nature of Business and Changes During the year, if any Your Company continues to provide advanced analytic services that help companies leverage data driven insights in taking considered decisions. As such, there was no change in the nature of business or operations of the Company during the financial year under review. Change in the Status of the Company As the Company was about to reach the threshold of maximum number of members for private companies, the Board at its meeting held on March 04, 2024 considered and recommended to the shareholders for approval at their meeting held on March 28, 2024, the conversion of Company’s status from ‘Private company limited by shares’ to ‘Public company limited by shares’ and adoption of new set of articles and memorandum of association of the Company consequent to the conversion to a public company limited by shares. The Company received its revised Certificate of Incorporation (COI) pursuant to the conversion on May 16, 2024, and is a public company limited by shares w.e.f. such date. Material Changes and Commitments, if any, Affecting the Financial Position of the Company, having occurred since the end of the year and till the date of the Report Apart from the status change, as disclosed above, no other material changes.
72
73
Fractal Analytics Limited | Annual Report 2023-24
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