Board's Report
II. Details related to joint ventures / associates of the Company: Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures Sr. No. Particulars Details 1 Name of the Associate/ Joint Venture. Qure.ai Technologies Private Limited 2 Latest Audited Balance Sheet Date March 31, 2024 3 Date on which the Associate or Joint Venture was associated or acquired Incorporated on 19 July 2016 as a wholly owned subsidiary. w.e.f. 13 April 2022 it’s an Associate. 4 Shares of Associate or Joint Ventures held by the company on the year end No. 25,00,00,000 Amount of Investment in Associates 25,00,00,000 Extent of Holding (in percentage) 36.92% (on a fully diluted basis as on March 31, 2024) 5 Description of how there is significant influence By virtue of shares (Associate) 6 Reason why the associate is not consolidated.
Sr. No.
23
24
25
26
27
28
Fractal Analytics (Shanghai) Limited
Fractal Analytics Malaysia SDN BDH
Theremin Multi Strategy Fund LLP
Name of the subsidiary
Fractal Analytics Sweden AB
Fractal Frontiers, Inc
Fractal Japan KK#
Turnover
13,52,132 2,88,37,676
3,80,436
-
-
---
Profit before taxation
1,52,768
27,75,629
12,052
(1,07,226)
-
---
Provision for taxation
(17,179)
0
(1,45,032)
(10,38,847)
-
---
Profit after taxation
1,35,589
27,75,629
(1,32,980)
(11,46,073)
-
---
Proposed Dividend
-
-
-
-
-
---
% of share-holding
100% by Fractal Private Limited, Singapore
100% by Fractal Private Limited, Singapore
100% by Fractal Private Limited, Singapore
100% by Fractal Alpha Private Limited
99.90% by Theremin Al Solutions Private Limited
100% subsidiary of Fractal Private Limited (Singapore)
(Step-down subsidiaries) Sr. No. Name of the subsidiary The date since when the subsidiary was incorporated The date since when the subsidiary was acquired Financial year ended
As per lnd AS 28, “Investments in Associates and Joint Ventures”, If any entity has only significant influence over another entity, then it need not to consolidate financial statement of associate and only investment is initially recognised at cost and adjusted thereafter for investor’s share of profit & loss and other comprehensive income in associate.
29
30
31
32
33
Neal Analytics
LLC# Senseforth Inc Asper.AI Limited 8
Asper.AI Inc. 9 10-05-2019
Eugenie.ai Inc#
10-05-2011
23-02-2017
07-11-2019
15-02-2021
7 Net worth attributable to shareholding as per latest audited Balance Sheet ( C ’000)
25,35,564
8 Profit or Loss for the year ( C ’000)
(448,498)
29-12-2021
31-08-2021
07-11-2019
15-06-2021
15-02-2021
i. Considered in Consolidation
(165,586)
31-Mar-24
31-Mar-24
31-Mar-24
31-Mar-24
31-Mar-24
ii. Not Considered in Consolidation
(282,912)
Reporting currency
USD
USD
GBP
USD
USD
Average Rate Closing Rate Share Capital
82.7767 83.3363
82.7767 83.3363
104.0200 105.2532 52,58,526 (9,58,361)
82.7767 83.3363 1,42,535
82.7767 83.3363 4,42,724
III. Other details: 1. Names of subsidiaries which are yet to commence operations – Fractal Alpha Private Limited, Fractal Frontiers Inc., Theremin Multi Strategy Fund LLP, and Analytics Vidhya Inc (USA). Fractal Japan KK has not yet commenced its operation and therefore the shareholders on April 15, 2024 has passed the resolution for dissolution of the company. 2. Names of subsidiaries which have been liquidated or sold during the year – The Board of Directors of your Company, for the sake of simplification of the group structure (thereby reducing administrative cost and multiplicity of legal and regulatory compliances) had at its meeting held on March 04, 2024, proposed the restructuring of Cuddle.ai Inc (‘Cuddle US’), a step down subsidiary of the company. The Board of Cuddle.ai Inc had approved the same on March 31, 2024 and the Secretary of State of Delaware had approved the dissolution on April 24, 2024. 3. Names of associates or joint ventures which are yet to commence operations – None 4. Names of associates or joint ventures which have been liquidated or sold during the year – None For and on behalf of Board of Directors of Fractal Analytics Limited
37,65,41,265 (12,34,97,788) 72,26,68,441 46,96,24,964
8,417
Reserves & Surplus
5,37,57,099 5,49,21,449
(36,10,89,533)
(37,35,47,816)
Total Assets
1,71,82,312 40,55,53,780 1,28,82,147 76,65,00,777
48,14,295
Total Liabilities
11,55,933
37,79,19,387
Investments
-
-
-
14,35,49,715 21,82,07,555
-
Turnover
69,34,170
3,22,74,053
2,65,75,079
24,17,022
Profit before taxation Provision for taxation Profit after taxation Proposed Dividend % of share-holding
4,72,52,267 (4,79,69,320)
2,56,487 (29,13,75,847)
(9,23,29,869)
4,78,697
(35,53,441)
-
(68,29,941)
(4,139)
4,77,30,965 (5,15,22,761)
2,56,487 (29,82,05,788)
(9,23,34,008)
-
-
-
-
-
100% by Fractal Analytics Inc. (USA)
100% by Fractal Analytics Inc. (USA)
100% by Asper.AI Inc. (USA)
96.97% by Fractal Analytics Inc. (USA)
94.12% by Fractal Analytics Inc. (USA)
sd/-
sd/-
Srikanth Velamakanni Whole-time Director
Sasha Mirchandani Additional Director
#The Board of Directors in their meeting held on March 04, 2024 had proposed the merger or demerger of below mentioned entities: 1. Cuddle.ai Inc (‘Cuddle US’)
DIN: 01722758
DIN: 01179921
2. Neal Analytics, LLC (‘Neal US’) 3. Eugenie.ai Inc. (‘Eugenie US’) 4. Fractal Japan KK (‘Fractal Japan’)
Date: June 17, 2024
Date: June 17, 2024
Place: London
Place: London
8. With effect from April 01, 2023, 4i Consulting Inc. (‘4i US’), wholly owned subsidiary of Fractal Analytics Inc. (‘Fractal US’) has been merged with Fractal US. 9. With effect from May 13, 2023, Fractal Analytics Limited (the ‘Company’) has acquired minority shareholding of Cuddle Artificial Intelligence Private Limited (Cuddle) which resulted in Cuddle being a wholly owned subsidiary company of the Company 10. The percentage of shares held is in proportion to the total shares of the Company which includes equity and preference shares. 11. The percentage of shares held is on as is basis. 12. With effect from August 20, 2023, Fractal Analytics Limited has transferred its equity shares in Asper.ai Technologies Private Limited to Asper.ai Inc. (Asper USA) thus Asper.ai Technologies Private Limited will be a wholly owned subsidiary of Asper US. 13. With effect from August 08, 2023, Analytics Vidhya Educon Private Limited acquired the stake in Analytics Vidhya Inc (USA) thus Analytics Vidhya Inc will be a wholly owned subsidiary of Analytics Vidhya Educon Private Limited. 14. Incorporated on August 21, 2023
15. The name has been changed from ‘Samya.AI Limited’ to ‘Asper.AI Limited’ with effect from November 17, 2022. 16. The name has been changed from ‘Samya.AI Inc’ to ‘Asper.ai Inc’ with effect from November 4, 2022.
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Fractal Analytics Limited | Annual Report 2023-24
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