Fractal Analytics Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Your Board of Directors (“the Board”) hereby present the 26^th Annual Report along with the Audited Standalone & Consolidated
Financial Statements of the Company for the financial year ended March 31, 2026.

FINANCIAL PERFORMANCE OF THE COMPANY

The Audited Financial Statements of your Company as on March 31, 2026, are prepared in accordance with the relevant
applicable Indian Accounting Standards (“Ind AS”) and applicable provisions of the Companies Act, 2013 (“Act”). The summarized
financial highlights as on March 31, 2026, is depicted below:

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 29.44%
from C 14,905 million in the previous financial year to C 19,293
million. Profit before tax for the period under review stood at
C 2,471 million as against profit of C 1,765 million in the previous
financial year. Profit after tax for the period under review stood
at C1,865 million as against profit of C 1,321 million in the
previous financial year.

At the consolidated level, the total income of the Company
during the financial year under review increased by 19.40%
from C 28,162 million in the previous financial year to C 33,626
million. Profit before tax stood at C 3,067 million as against
C 2,380 million in the previous financial year. Profit after tax
stood at C 2,868 million as against C 2,206 million in the
previous financial year.

DIVIDEND

In terms of Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, amended from time to time, (“SEBI Listing
Regulations”) the Board of the Company has adopted a
Dividend Distribution Policy, which can be accessed on the
website of the Company, athttps://fractaf.ai/docs/Investor-

Refations/Poficies/Fractaf-Dividend-Distribution-Poficv.pdf. The
Board believes 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, 2026.

TRANSFER TO RESERVES

During the financial year under review, your Company do not
propose to transfer any amount to reserves.

INITIAL PUBLIC OFFER

During the year under review, the Company transitioned
from an unfisted public company to a fisted company. The
Company came out with its Initial Public Offer (“IPO”) for fisting
its equity shares on the BSE Limited (“BSE") and National Stock
Exchange of India Limited (“NSE“). The IPO comprised of fresh
issue of 1,14,08,394 (One Crore Fourteen Lakh Eight Thousand
Three Hundred and Ninety-Four) Equity Shares and an offer for
safe of 2,01,15,554 (Two Crore One Lakh Fifteen Thousand
Five Hundred and Fifty-Four) Equity Shares, aggregating to
3,15,23,948 (Three Crore Fifteen Lakh Twenty-Three Thousand
Nine Hundred and Forty-Eight) shares. The equity shares were
issued at a price of C 900/- (Indian Rupees Nine Hundred
Onfy) per equity share [discount of C 85/- (Indian Rupees Eighty
Five Onfy) per Equity share was offered to efigibfe empfoyees
bidding in the empfoyee reservation portion]. The equity shares

of the Company were listed on BSE and NSE on February 16,
2026. Further, the proceeds of the IPO are being utilized in
accordance with the objects stated in the offer document and
there has been no deviation in the use of proceeds. The entire
proceeds have not yet been fully utilized as at the end of the
financial year.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Management Discussion and Analysis Report pursuant to
Regulation 34(2) read with Schedule V of the SEBI Listing
Regulations constitutes a distinct section within the Annual
Report. The Audit Committee of your Company has reviewed
the Management Discussion and Analysis Report of the
Company for the year ended March 31, 2026.

REPORT OF THE DIRECTORS ON CORPORATE
GOVERNANCE

Your Company is committed to maintain the highest standards
of Corporate Governance and adhere to the Corporate
Governance requirements set out by Securities and Exchange
Board of India. The report on Corporate Governance as
stipulated under SEBI Listing Regulations is attached to
this report.

Certificate from M/s. Makarand M. Joshi & Co., Practicing
Company Secretaries, confirming the compliance with the
conditions of Corporate Governance as stipulated under SEBI
Listing Regulations is attached to Corporate Governance Report.

BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT

The requirement to furnish a Business Responsibility and
Sustainability Report for the financial year ended March 31,
2026, is not applicable to the Company.

STATE OF AFFAIRS OF THE COMPANY

Fractal Analytics Limited is a globally recognized enterprise AI
company founded in 2000 with over 26 years of experience
in powering human decisions across the world''s largest
enterprises. Operating as a pure play enterprise AI provider,
the Company delivers end-to-end AI-solutions for clients through
two segments: Fractal.ai (AI services and solutions) and Fractal
Alpha (AI businesses). Our domain expertise spans across our
focus industries of consumer-packaged goods (“CPG”) & retail
(together with CPG, “CPGR”), technology, media and telecom
(“TMT”), healthcare and life sciences (“HLS”), banking, financial
services and insurance (“BFSI'''') and Others (Industrials, Energy,
Travel and others). Our client proposition is organized around
three integrated AI pillars - AI led transformation, AI Foundation
& AI work and workforces.

We are a client-centric company, which focuses on prioritizing
our clients'' success and creating long-term value for them. Our
“client first” value is reflected in the tenure of our relationship
with our top clients and our Net Promoter Score (“NPS”) based
on client surveys. We work with Must Win Clients (MWCs)
who we define as our clients (i.e. we recognised revenue from
them in the trailing 12 months) who are enterprises that meet

one of three criteria: (1) over US$10 billion in annual revenue,
(2) over US$20 billion in market capitalization, or (3) over 30
million end-customers.

As of March 31, 2026, your company operates out of 25
offices across 19 global locations.

As of March 31, 2026, Fractal operates globally with 5,868
employees across Americas, Europe, APAC and others,
serving “Must Win Clients” across CPGR, HLS, TMT, BFSI
and other industries. In FY 2025-26, your Company achieved
consolidated revenue of C 32,997 million (19% YoY growth)
with net income of C 2,868 million (30% YoY growth), Adjusted
EBITDA margin of 18%. Fractal.ai revenue stood at C 32,190
with 19% growth YoY. In FY 2025-26, your Company worked
with 104 MWC clients which contributed to 81.6% of Fractal.ai
revenue. Net Revenue Retention (NRR) in our Fractal.ai segment
measures how effectively we retain and expand revenue from
our existing clients over a defined period and is calculated
by comparing the current period''s revenue from the clients
who existed at the start of the period, with their revenue in the
previous period - including the effects of upsells, cross-sells and
contractions, in FY 2025-26 your company has Net revenue
retention of 117%. Fractal Alpha contributed to C 908 million
in revenue with 41% growth YoY. Fractal Alpha comprises of
2 major products- Asper.ai, revenue growth management and
Analytics Vidhya, Edtech product.

Revenue by Geography for Fractal.ai is 67.3% from Americas,
19.9% from Europe & 12.8% from APAC & Others. Client
advocacy metric of Net Promoter Score came in at 78 for
FY 2025-26.

Research and Development is a critical area of investment for
your company. In FY 2025-26, 6.4% of revenue was invested
in R&D across two segments of Fractal.ai and Fractal Alpha.
Out of this 6.4%, 4.1% was expensed in the P&L and rest was
capitalized on the back of intellectual property developed.

For further information on statement of affairs and business,
please refer Management discussion and analysis section.

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

There have been no material changes and commitments
affecting the financial position of your Company which have
occurred between the end of the financial year 2025-26 and
the date of this 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 OF THE ACT

The Board at its meeting held on August 08, 2025, had
adopted the amended Nomination and Remuneration Policy

(“Policy”) pursuant to the applicable provisions of Section
178(3) of the Act and the SEBI Listing Regulations; inter-alia,
detailing the director''s appointment, remuneration, criteria
for determining qualifications, attributes, independence of
a director and other matters. The remuneration paid to the
Directors, Key Managerial Personnel and Senior Management
is as per the Policy of your Company. The said Policy is placed
on the Company''s website athttps://fractal.ai/docs/Investor-
Relations/Policies/Nomination-and-Renumeration-Policy.pdf.

BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL (KMPs)

A) BOARD OF DIRECTORS

Constitution of Board of the Company

During the financial year under review, the Board was
duly re-constituted in accordance with the applicable
provisions of the Act, SEBI Listing Regulations and the
Articles of Association of the Company. As on March 31,
2026, the Board comprised of 9 (Nine) Directors.

All the directors of the Company have confirmed that
they are not disqualified for being appointed as directors
pursuant to Section 164 of the Act.

Appointment and Resignation

During the financial year under review, changes in the
composition of the Board were as follows:

1. Pursuant to Section 152 and other applicable provisions
of the Act, and based on the recommendation of the
Nomination and Remuneration Committee, the Board
at its meeting held on May 20, 2025 approved
the re-appointment of Mr. Rohan Haldea (DIN:
08335883) and Mr. Gavin Echlin Patterson (DIN:
08553630), who were liable to retire by rotation
and being eligible, had offered themselves for re¬
appointment, which was subsequently approved by
the members at the 25^th Annual General Meeting
(“AGM”) held on July 15, 2025.

2. Mr. Puneet Bhatia (DIN: 00143973) who was
appointed as Non-Executive Director of the
Company, had resigned from the directorship of
the Company with effect from the close of business
hours of August 02, 2025, due to withdrawal of
nomination as a director. The Board took note of
the same and placed on record its appreciation for
the services rendered by him during his tenure on
the Board.

3. Pursuant to the “Reconstitution of the Board prior
to Public listing” of the Amended and Restated
Shareholder''s agreement and pursuant to resignation
of Mr. Puneet Bhatia, the Board at its meeting held
on August 01, 2025, approved the re-constitution,
and Mr. Rohan Haldea, Non-Executive Director, was
appointed to act as the Chairman of the Board. The
revised composition of Board effective from August
02, 2025, was as follows:

a) Rohan Haldea (Non-Executive Director)
- Chairman

b) Srikanth Velamakanni (Whole-time Director
and group chief executive and executive vice¬
chairman)

c) Pranay Agrawal (Non-Executive Director)

d) Vivek Mohan (Non-Executive Director)

e) Sasha Gulu Mirchandani (Non-Executive
Director)

f) Gavin Echlin Patterson (Non-Executive Director)

g) Neelam Dhawan (Independent Director)

h) Karen Ann Terrell (Independent Director)

i) Janaki Akella (Independent Director)

4. Pursuant to the provisions of Sections 149 and 152
of the Act, 2013 read with Schedule IV thereof,
and in accordance with the Memorandum and
Articles of Association of the Company and the
amended and restated Shareholders'' Agreement
dated July 01, 2025 (including amendments
thereto), and based on the recommendation of
the Nomination and Remuneration Committee,
the Board, by way of circular resolution dated
October 05, 2025, approved the re-appointment
of Ms. Neelam Dhawan (DIN: 00871445) and
Ms. Karen Ann Terrell (DIN: 09764751) as
Independent Directors, which was subsequently
approved by the Members at the Extra-ordinary
General Meeting held on October 10, 2025, for
a period of five consecutive years commencing
from October 11, 2025 and October 26, 2025
respectively, and who shall not be liable to retire by
rotation. The Board was satisfied with the integrity,
expertise and experience of both the aforesaid
Independent Directors.

Changes in the Board composition post March
31, 2026

There were no changes in the Board composition
post March 31, 2026, till signing of this report.

Director retiring by rotation

I n accordance with the provisions of Section 152
of the Act, read with the Articles of Association of
the Company, Mr. Vivek Mohan (DIN: 08306394)
is liable to retire by rotation at the ensuing AGM
and, being eligible, has offered his candidature for
re-appointment. Based on the recommendation of
the Nomination and Remuneration Committee, the
Board recommends his re-appointment for approval
of the Members of the Company.

As per the provisions of the Act, the Independent
Directors are not liable to retire by rotation.

B) KEY MANAGERIAL PERSONNEL

During the financial year under review, Mr. Ashwath
Bhat was appointed as Chief Financial Officer of the
Company and Ms. Somya Agarwal was appointed as
the Compliance Officer.

I n accordance with the provisions of Sections 2(51) and
203 of the Act read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, as amended, Mr. Srikanth Velamakanni, Whole
Time Director, Mr. Ashwath Bhat, Chief Financial Officer
and Ms. Somya Agarwal, Company Secretary and
Compliance Officer were the Key Managerial Personnel
of the Company as on March 31, 2026.

Further, Mr. Ashwath Bhat, Chief Financial Officer,
tendered his resignation on July 06, 2026, for personal
reasons and he was relieved from his duties effective close
of business hours on July 24, 2026.

C) DECLARATION OF INDEPENDENCE

The Company has received declarations from the
Independent Directors confirming that they meet the
criteria of Independence as prescribed under Section
149(6) of the Act along with the applicable rules framed
thereunder and Regulation 16 of SEBI Listing Regulations.

The Independent Directors of the Company had no
pecuniary relationship or transactions with the Company,
other than commission, and reimbursement of expenses,
if any, incurred by them for the purpose of attending
meetings of the Company. The Independent Directors
have along with the declaration of independence under
section 149(7) of the Act and Regulation 25(8) of the
SEBI Listing Regulations, have also given declaration of
compliance with Rules 6(1) and 6(2) of the Companies
(Appointment and Qualification of Directors) Rules, 2014,
with respect to their name appearing in the data bank of
Independent Directors maintained by the Indian Institute
of Corporate Affairs.

The Independent Directors have complied with the Code
for Independent Directors prescribed in Schedule IV to
the Act.

I n the opinion of the Board, there has been no change
in the circumstances which may affect their status as
Independent Director of the Company and the Board
is satisfied of the integrity, expertise, and experience
including proficiency in terms of Section 150(1) of the Act
and applicable rules made thereunder.

D) ANNUAL EVALUATION

The Board took note of the annual performance evaluation
of the Individual Directors, the Board and its Committees
at its meeting held on March 20, 2026, based on the
recommendation of the Nomination and Remuneration
Committee and in accordance with the provisions of the Act
and also approved the revised Board Evaluation Policy.

Each board member was required to fill the board
evaluation questionnaire online and the questionnaire
were divided into different sections viz. Evaluation of
Individual directors (excluding Independent Directors);
Evaluation of Independent Directors; Evaluation of Board
as a whole; Evaluation of Committees and Evaluation of
Chairperson. Evaluation criteria for Individual Directors/
Board/Committees were based on various criteria such
as the contribution of the individual director to the Board
and committee meetings like preparedness on the issues
to be discussed, meaningful and constructive contribution
and inputs in meetings, etc. and after seeking inputs
from all the directors on the basis of criteria such as the
Board composition and structure, effectiveness of board
processes, information and functioning, etc. The responses
received from the Directors with respect to the Board
evaluation questionnaire were reviewed, discussed at
separate meeting of Independent Directors, Nomination
and Remuneration Committee and also the Board.

Performance of the committees was evaluated on the
basis of their effectiveness in carrying out their respective
mandates. All the directors participated in the Board
evaluation and review exercise. The overall feedback
received as a part of Board evaluation for FY 2025-26,
on the performance of individual Directors, Chairperson,
Board and its Committees was positive, noting effectiveness
of the Board in fulfilling its functions relating to areas like
strategic decisions, regular meetings, thorough discussions,
quality of agenda, comprehensive minutes recording,
appropriately managing stakeholders'' interest and
continuing to uphold corporate governance standards.

BOARD MEETINGS

The Board of Directors of the Company met 16 (sixteen)
times during the year under review. The dates of the Board
meetings and the attendance of the Directors at the meetings
are provided in the Corporate Governance Report, which forms
a part of this Annual Report.

COMMITTEES OF THE BOARD

As on March 31, 2026, the Board had 8 (Eight) Committees.
Audit Committee, Nomination and Remuneration Committee,
Stakeholders'' Relationship Committee, Corporate Social
Responsibility & Environmental, Social, and Governance
Committee, Risk Management Committee, Option Allotment
Committee, IPO Committee and Committee of Independent
Directors. The Corporate Governance Report, which forms part
of this Annual Report, includes details about the meetings and
composition of the Board''s committees.

Constitution of Committees

Pursuant to the change in the status of the Company from
''Unlisted Public Limited'' to ''Listed Public Limited'' there was a
requirement for re-constitution of the Committees as per the
provisions of the Act and SEBI Listing Regulations. Accordingly,
Board at their meeting held on August 01, 2025, reconstituted
Audit Committee (AC) (formerly known as Audit and Risk

Committee), Nomination and Remuneration Committee (NRC)
and Corporate Social Responsibility & Environmental, Social
and Governance (CSR & ESG) Committee in accordance
with the Act and SEBI Listing Regulations and had also
additionally constituted Stakeholders Relationship Committee,
Risk Management Committee, Option Allotment Committee,
IPO Committee, Committee of Independent Directors in
compliance with the applicable law. Further, the Composition
of the Committees, dates of the meetings and the attendance
of the Directors at the meetings are provided in the Corporate
Governance Report, which forms a part of this Annual Report.

OTHER DISCLOSURES

1. There was no revision in the financial statements of
the Company.

2. Your Company has not issued sweat equity shares or
equity shares with differential rights as to dividend, voting
or otherwise.

3. There was no change in the nature of the business of
the Company.

4. There have been no deviations in the use of IPO proceeds
of the Company utilised till the date of this report.

5. During the year, there was no receipt of any remuneration
or commission by the Whole-Time Director of the Company
from its Holding Company or Subsidiary Company.

PARTICULARS OF EMPLOYEES

As on March 31, 2026, the Company had 5112 permanent
employees on a standalone basis and 5868 employees on a
consolidated basis.

In accordance with the provisions of Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the names and particulars of the employees in
terms of remuneration drawn are set out in the annexure to this
report. In terms of the provisions of Section 136(1) of the Act,
the Directors'' Report is being sent to all shareholders of the
Company excluding the annexure. Any shareholder interested
in obtaining a copy of the annexure may write to the Company.

Further, disclosures on managerial remuneration as required
under Section 197 of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are appended as ''Annexure A''.

SHARE CAPITAL AND DEBT STRUCTURE

Authorised Share Capital

As on March 31, 2026, the Authorised Share Capital of the
Company stood at C 44,00,00,000 (Indian Rupees Forty Four
Crores Only) consisting of 38,94,00,000 (Thirty Eight Crores
Ninety Four Lakhs) equity shares of C 1/- (Indian Rupee One
Only) each aggregating to C 38,94,00,000/- (Indian Rupees
Thirty Eight Crores Ninety Four Lakhs Only) and 5,06,00,000
(Five Crores Six Lakhs) Compulsorily Convertible Preference
Shares of C 1/- (Indian Rupee One Only) each aggregating
to C 5,06,00,000 (Indian Rupees Five Crores Six Lakhs Only).

Issued and Paid-up Share Capital

As on March 31,2026, the total issued, subscribed and paid-up
share capital of the Company stood at C 1/19,65,112 (Indian
Rupees Seventeen Crores Nineteen Lakhs Sixty Five Thousand
One Hundred and Twelve Only) consisting of 17,19,65,112
(Seventeen Crores Nineteen Lakhs Sixty Five Thousand One
Hundred and Twelve) Fully paid up equity shares of C 1/- (Indian
Rupee One Only) each.

Changes / Allotments made during the financial year

1. Issue of Equity Shares pursuant to exercise of
Employees Stock Options

During the financial year under review, the Company
had allotted 14,77,126 (Fourteen Lakhs Seventy-Seven
Thousand One Hundred and Twenty-Six) Equity Shares of
face value of C 1 (Indian Rupee One Only) each at par/
premium, as the case may be, to the eligible employees
of the Company and/or its'' subsidiaries on exercising the
vested stock options under the 2007 Fractal Employees
Stock Option Plan, The Fractal Analytics Limited Time
Based Key Employee Stock Incentive Plan 2019 and
2019 Fractal Employees Stock Option Plan.

2. Conversion of Partly paid-up shares to fully paid-up
shares

Mr. Srikanth Velamakanni, Whole Time Director of the
Company held 664,858 (Six Lakhs Sixty-Four Thousand
Eight Hundred and Fifty-Eight) partly paid-up equity shares
which were issued at an issue price of B 734 (Indian Rupees
Seven Hundred and Thirty Four Only) per share. At the
time of such issuance, the Company had received B 1 per
share on application which were equally appropriated
towards share capital and securities premium.

During the Financial Year under review, the balance of B
733 (Indian Rupees Seven Hundred and Thirty Three Only)
per equity share (i.e. face value of B0.50 and premium
of B 732.50 per equity share) was paid by Mr. Srikanth
Velamakanni when called upon by the Board on June 16,
2025, and pursuant to resolution of Board dated June
25, 2025, 664,858 (Six Lakhs Sixty-Four Thousand Eight
Hundred and Fifty-Eight) Equity Shares held by him were
converted to fully paid-up equity shares.

3. Bonus Issue

The Company had also undertaken a bonus issue by
seeking approval of the Board on July 22, 2025, and the
shareholders on July 29, 2025, in the ratio of 1:4 (four fully
paid-up equity shares for every one equity share held) to
the shareholders as on the record date, July 28, 2025.

Accordingly, the Company allotted 10,96,23,164 (Ten
Crores Ninety-Six Lakhs Twenty-Three Thousand One
Hundred Sixty-Four) equity shares as bonus shares on
July 29, 2025, by way of capitalization of reserves not
exceeding B 10,96,23,164 (Indian Rupees Ten Crores
Ninety-Six Lakhs Twenty-Three Thousand One Hundred
Sixty-Four Only). Consequent to the said issue, appropriate

adjustments were made to the exercise price and the
number of options held by ESOP holders, in accordance
with applicable provisions.

Further, the bonus shares pertaining to shareholders
holding shares in physical form have been credited to
the Unclaimed Securities Suspense Escrow Account
maintained by the Company and shall be transferred to
such shareholders upon dematerialisation of their holdings.

4. Conversion of Compulsorily Convertible Preference
Shares

The Company allotted 3,337505 (Thirty-Three Lakhs Thirty-
Seven Thousand Five Hundred and Five) Compulsorily
Convertible Preference Shares (“CCPS”) to Quinag Bidco
Ltd on May 14, 2021, and 1,186,099 (Eleven Lakhs
Eighty-Six Thousand and Ninety-Nine) CCPS to TPG Fett
Holding Pte. Ltd on March 29, 2022, each on a private
placement basis.

During the financial year under review, the Company
converted the aforesaid mentioned 45,23,604 (Forty-
Five Lakh Twenty-Three Thousand Six Hundred And Four)
CCPS into fully paid equity shares of Face Value B 1 each
with Board''s approval on January 23, 2026. Accordingly,
an aggregate of 22,618,020 (Two Crore Twenty-Six
Lakh Eighteen Thousand and Twenty) fully paid-up equity
shares were allotted in the conversion ratio of 1:5, i.e.,
five equity shares for every one CCPS held. These Equity
Shares were allotted pursuant to the conversion of CCPS
and no separate price was paid for these Equity Shares
at the time of conversion.

5. Initial Public Offer

The equity shares of the Company were listed on the Stock
exchanges on February 16, 2026. As a part of the issue,
the Company had allotted 3,15,23,948 (Three Crores
Fifteen lakhs Twenty Three Thousand Nine Hundred and
Forty Eight) equity shares comprising of offer for sale of
2,01,15,554 (Two Crores One Lakh Fifteen Thousand Five
Hundred and Fifty Four) and fresh issue of 1,14,08,394
(One Crore Fourteen Lakhs Eight Thousand Three Hundred
and Ninety Four) equity shares of Face Value of C 1 each
(Indian Rupee One Only).

Debt Structure

During the financial year under review, your Company had
neither issued any debentures nor availed any secured loans.

DEPOSITS

During the financial year under review, your Company had not
accepted any deposits pursuant to the provisions of Section 73
and 76 of the Act read with applicable rules made thereunder.
As the Company had not accepted any deposits, there were no
amount remaining unpaid or unclaimed as on March 31, 2026.

PARTICULARS OF LOANS, GUARANTEES,
SECURITY AND INVESTMENTS

The particulars of the investments made/ loan given/ security or
guarantee provided by your Company to/in its Indian/Foreign
subsidiaries forms part of notes to the financial statements and
is a part of the Annual Report.

During the financial year, the following changes

occurred in the subsidiary companies:

a) The Board of Directors of Cuddle Artificial Intelligence
Private Limited, Final Mile Consultants Private Limited,
Neal Analytics Services Private Limited, Theremin AI
Solutions Private Limited, Fractal Alpha Private Limited,
Eugenie Technologies Private Limited (“Transferors”) with
Senseforth AI Research Private Limited (“Transferee”)
in their respective board meetings had approved
scheme of arrangement subject to requisite approvals,
consents, permissions of the shareholders and creditors
as applicable, of these companies and due sanction
of National Company Law Tribunal (“NCLT”) Mumbai
bench based on share exchange ratio as determined,
followed by a reduction of paid-up equity share capital
of the Transferee. The NCLT in its original order dated
September 03, 2025 and revised order dated September
23, 2025 approved the scheme of merger and necessary
filings with the Registrar of Companies (ROC) have been
made which was subsequently approved by the ROC vide
e-mail dated November 12, 2025.

b) Pursuant to the share purchase agreement dated
November 22, 2025, our Company purchased 100,138
(One Lakh One Hundred and Thirty-Eight) equity shares
of Analytics Vidhya Educon Private Limited, constituting

41.46% of the equity share capital of Analytics Vidhya
Educon Private Limited on a fully diluted basis, for an
aggregate consideration of B487 million with effect from
November 22, 2025, thereby making it wholly owned
subsidiary of the Company.

c) Theremin Multi Strategy Fund LLP has been struck off from
the Register and stands dissolved as of August 21, 2025

During the financial year, the Board have reviewed the affairs
of the subsidiaries and in accordance with Section 129(3) of
the Act, have prepared consolidated financial statements of
the Company, which forms part of this Annual Report. Further,
the statement containing the salient features of the financial
statements of the Company''s subsidiaries pursuant to the first
proviso to sub-section (3) of Section 129, is annexed to this
report in the prescribed Form AOC-1 as ''Annexure B''

The Company has no joint venture within the meaning of Section
2(6) of the Act. Apart from as stated above, no company
ceased to be subsidiary or joint venture or associate of your
Company as on March 31, 2026.

The Company has obtained a certificate from the Statutory
Auditors certifying that the Company is in compliance with
FEMA Regulations with respect to downstream investments
made in its wholly owned subsidiary Company as operating
during the year under review.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the
Act, the Annual Return of the Company in Form MGT-7 for
FY 2025-26, is available on the Company''s website athttps://
fractaf.ai/docs/Investor-Refations/Annuaf-Reports-and-Postaf-
Baffot-Notice/Fractaf-Annuaf-Return-Form-MGT-7-FY-2025-26

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

The details of the related party transactions, as per applicable
accounting standards, form a part of the Notes to the financial
statements and have been provided in the Annual Report. The
contracts / arrangements / transactions entered into by the
Company, during the financial year with related parties, if any,
were in ordinary course of business and on arm''s length basis.

During the year, there was no material transaction with any
related parties as per the Related Party Transactions Policy of
the Company or any other related party transaction entered
into by the Company that requires disclosure in Form AOC- 2,
hence, it does not form part of this report.

LOAN FROM DIRECTORS OR FROM THEIR
RELATIVES

Your Company has not borrowed any funds from its directors or
from any of their relatives during the year under review.

EMPLOYEES'' STOCK OPTION SCHEME

During the financial year, the Board, at its meeting held on
August 1, 2025, made amendments to the below-mentioned
ESOP Schemes to ensure compliance with the SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations,
2021 (“SBEB&SE Regulations”), which were subsequently
approved by the members through a special resolution at the
Extraordinary General Meeting held on August 8, 2025:

• 2019 Fractal Employees Stock Option Plan

• 2007 Fractal Employees Stock Option Plan

• The Fractal Analytics Limited Time Based Key Employee
Stock Incentive Plan 2019

• The Fractal Analytics Limited Performance Based Key
Employee Stock Incentive Plan 2019

Thereafter, the Board at its meeting held on March 20, 2026,
approved the ratification of the aforementioned Schemes to
ensure compliance with the SBEB&SE Regulations along with
amendments to the Fractal Analytics Limited Time Based Key
Employee Stock Incentive Plan 2019 and the Fractal Analytics
Limited Performance Based Key Employee Stock Incentive Plan
2019. These ratifications and amendments to the Schemes
were subsequently approved by the members of the Company
through special resolutions passed via Postal Ballot on May
28, 2026.

Pursuant to the provisions of Rule 12 of the Companies (Share
capital and Debentures) Rules, 2014, the information relating to
options granted by the Company pursuant to respective scheme
during the financial year under review and other particulars with

regard to stock options are set out in ''Annexure C'' to this
report. Further, all aforementioned Schemes are in compliance
with the SBEB&SE Regulations.

The necessary disclosures as required under the SBEB&SE
Regulations have been placed on the website of the Company
athttps://fractaf.ai. Further, the Certificate required under
Regulation 13 of the SBEB&SE Regulations from the Secretarial
Auditors of the Company that aforementioned Schemes have
been implemented in accordance with the SBEB&SE Regulations
wiff be available at the forthcoming Annual General Meeting
for inspection at the registered office of the Company.

ENTERPRISE RISK MANAGEMENT POLICY

Your Company recognizes that effective risk management
is fundamental to sustainable growth and value creation.
Accordingfy, it has estabfished a robust risk management
framework aimed at identifying, assessing, monitoring
and mitigating risks in a proactive and systematic manner.
The risk management cufture of the Company emphasizes
timely identification of potential risks and implementation of
appropriate mitigation measures, while maintaining an optimal
balance between risk and return.

In fine with the requirements of the SEBI Listing Regulations,
the Board has approved a Risk Assessment and Management
Policy, which provides a structured framework for managing
various business risks. The framework incorporates
comprehensive processes, controfs and procedures to identify
risks across operational and strategic areas and minimize
their impact through appropriate risk mitigation mechanisms.
It afso facifitates continuous monitoring and review of key risks
to support the Company''s objectives of business resilience,
predictability and stability of earnings.

The Board has constituted a Risk Management Committee,
whose terms of reference are afigned with the requirements of
the SEBI Listing Regufations. The Committee periodicaffy reviews
the risk management framework, risk assessment processes and
mitigation measures, and evafuates the effectiveness of the
Company''s risk management systems to ensure that risks are
identified, monitored and managed through an adequatefy
defined governance and controf structure.

Further, taking into consideration the Company''s future growth
plans, strategic priorities and evolving business environment,
the Board of Directors, at its meeting held on August 8, 2025,
approved the revised Risk Assessment and Management
Policy to further strengthen the Company''s risk governance
framework. The amended policy continues to guide the
Company in effectivefy managing risks and safeguarding
stakeholder interests.

ANTI-BRIBERY AND ANTI-CORRUPTION
POLICY

Your Company practices a zero-toferance approach to bribery
and corruption and is committed to act professionaffy and fairfy
in aff its business deafings and refationships and in impfementing
and enforcing effective systems to counter bribery and
corruption in any form. Your Company mandates compfiance

with aff appficabfe anti-bribery and anti-corruption faws in aff
focations and jurisdictions in which it operates. Accordingfy,
your Company has formufated and designed the Anti-Bribery
and Anti-Corruption Poficy to provide a framework for ensuring
compfiance with various fegisfations governing bribery and
corruption gfobaffy and provide guidance on the standards of
behaviour to which everyone must adhere to. The said Poficy
has been framed as per the industry standard and afso finafised
and approved on the recommendations of the Audit Committee
(formerfy known as Audit and Risk Committee). The purpose of
this poficy is to provide guidance to the Company''s directors,
officers, empfoyees, agents, consuftants, and other third-party
representatives to ensure compfiance with the Prevention of
Corruption Act, 1988 of India, U.S. Foreign Corrupt Practices
Act of 1977, U.K. Bribery Act 2010, as amended, and other
anti-corruption and anti-bribery faws and regufations appficabfe
in the jurisdictions in which the Company does business.

WHISTLE BLOWER POLICY

Pursuant to provisions of Section 177(9) of the Act and Regufation
22 of the SEBI Listing Regufations, your Company has adopted
a Whistfe Bfower Poficy and has estabfished the necessary Vigif
Mechanism for Directors and empfoyees whereby direct access
to the Chairperson of the Audit Committee was provided. This
framework is designed to empower directors, empfoyees,
and other stakehofders to confidentiaffy report any unethicaf
behaviour, fraud and viofations of our code of conduct,
thereby safeguarding against victimization and promoting an
ethicaf workpface.

During the year, no person was denied access to the Audit
Committee for expressing their concerns or reporting grievances
under the Whistfe Bfower Poficy.

Whistfe Bfower poficy is avaifabfe on the website of your
Company athttps://fractaf.ai/docs/Investor-Refations/
Poficies/Whistfebfower-Poficy-and-Vigif-Mechanism.pdf

INTERNAL FINANCIAL CONTROL SYSTEM AND
ITS ADEQUACY

Your Company has adequate system of internaf financiaf
controf to safeguard and protect from foss, unauthorized use
or disposition of its assets. Aff the transactions are properfy
authorized, recorded and reported to the management. Your
Company is foffowing aff the appficabfe accounting standards
for properfy maintaining the books of accounts and reporting
financiaf statements. To further monitor and evafuate adequacy
& effectiveness of the internaf controf systems, your Company
conducts internaf audit from time to time and take requisite
corrective actions, as required, based on the reviews of the
internaf auditor''s report.

VOTING RIGHTS NOT EXERCISED DIRECTLY BY
EMPLOYEES

Not appficabfe.

INTERNAL AUDIT

The Board at its meeting hefd on June 17 2024, recommended
the re-appointment of M/s. PricewaterhouseCoopers Services

LLP, Chartered Accountants and afso the appointment of
M/s. Ernst and Young LLP (EY), as Internaf Auditors of the
Company for a period of 3 years i.e. from financiaf year 2024¬
25 to financiaf year 2026-27. For the period under review,
the Internaf auditor had submitted their report to the Audit
Committee (formerfy known as Audit and Risk Committee) at
periodic intervafs. The main thrust of internaf audit was to test
and review controfs, appraisaf of risks and business processes,
besides benchmarking controfs with best practice in the industry.

STATUTORY AUDITORS AND AUDITOR''S
REPORT

M/s. B S R & Co. LLP, Chartered Accountants were re¬
appointed as Statutory Auditors of your company at 24^th AGM
hefd on August 30, 2024, for a term of five consecutive years
to hofd office from the concfusion of the said AGM untif the
concfusion of 29^th AGM of the Company.

There are no quafifications, reservations, adverse remarks
or discfaimers made by M/s. B S R & Co. LLP, Statutory
Auditors in their Report for FY 2025-26. The Statutory
Auditors have not reported any incident of fraud to the
Audit Committee of the Company during the financiaf year
under review. The observations made in the Report under
Section 143(3) of the Act read with Cfause (g) of Rufe 11 of
the Companies (Audit and Auditors) Rufes, 2014 are seff-
expfanatory and do not caff for any further comments.

DETAILS IN RESPECT OF FRAUDS REPORTED
BY AUDITORS UNDER SUB-SECTION (12) OF
SECTION 143 OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT:

Pursuant to Section 143(12) of the Act, during the financiaf year
under review there were no frauds reported by the Auditors of
the Company.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act read with
the Companies (Appointment and Remuneration of Manageriaf
Personnef) Rufes, 2014, your Company had appointed
M/s. Makarand M. Joshi & Co., (''MMJC'') Company
Secretaries to conduct the Secretariaf Audit of your Company
for FY 2025-26.

The Secretariaf Audit Report issued by M/s. Makarand M.
Joshi & Co. is encfosed as ''Annexure D'' and forms part of
the Board report.

There were no quafifications, reservations or adverse remarks/
comments or discfaimer made by the aforesaid Auditors in their
audit reports.

The said Auditors of the Company have not reported any fraud
as specified under Section 143(12) of the Act.

MAINTAINANCE OF COST RECORDS

The provisions of Section 148(1) of the Act refating to
maintenance of cost records do not appfy to your Company
considering the nature of services provided by your company.

CONSERVATION OF ENERGY AND
ENVIRONMENT PROTECTION

Fractal continues to make meaningful and measurable progress
in the management of its environmental responsibilities. During
the financial year 2025-26, Fractal continued to maintain a
focused approach towards energy conservation, greenhouse
gas (''GHG'') emissions management, and the adoption of
sustainable operational practices across its India offices in
Mumbai, Gurugram, and Bengaluru. The disclosures set out
in this section reflect the Fractal''s ongoing commitment to the
principles of environmental stewardship, resource efficiency,
and transparent sustainability governance.

A. CONSERVATION OF ENERGY

(i) Steps Taken and Impact on Conservation of
Energy

Fractal has taken several targeted measures during
FY 2025-26 to reduce energy consumption and
improve operational efficiency across its facilities.
Regular energy monitoring is carried out across
all operational facilities to identify and address
inefficiencies on an ongoing basis. Energy efficiency
measures include optimized HVAC settings (24-
26°C) and prioritize procurement of energy-efficient
rated equipments (BEE, EPEAT, ENERGY STAR et al).

Refrigeration systems amongst Fractal''s largest
offices were progressively transitioned to low
Global Warming Potential (low-GWP) refrigerants,
with faulty units and new purchases being replaced
accordingly. This phased approach is expected to
reduce both direct energy demand and associated
refrigerant-related emissions over time. End-of-life
refrigerant based water dispensers were replaced
with non-refrigerant-based alternatives, and new
procurement was aligned to the same standard,
reducing direct refrigerant emissions.

I n the area of water resource management, total
water consumption across all India sites stood at
9,866 cubic meters during the fiscal year 2025-26.
Fractal is currently in the planning stage for a non¬
invasive water meter pilot program which will enable
granular, real-time monitoring and materially improve
the accuracy of water consumption reporting in
future periods.

With respect to waste management, Fractal is
actively advancing towards TRUE (Total Resource
Use and Efficiency) Zero Waste to Landfill
certification, in collaboration with the Indian Green
Building Council (''IGBC''). Structured programs
for waste segregation, recycling, and reuse are in
place across all facilities, and sustainable material
management and circular economy principles have
been embedded into procurement and facilities
management practices. Fractal aims to achieve TRU E
certification by FY 2026-27, which will represent

a significant milestone in its responsible waste
management programs.

(ii) Steps Taken for Utilizing Alternate Sources of
Energy

Fractal has made significant strides in the adoption
of renewable energy across its India operations.
During FY 2025-26, 100% renewable energy was
sourced for its offices at Mumbai and Bengaluru (3
offices) facilities, resulting in a reduction of over 90%
in indirect emissions, compared to the baseline year

FY 2019-20.

All three Bengaluru facilities, including the two
newer facilities, continue to source Category 3
(Energy - Building Services) HVAC (chiller) electricity
consumption through state provided green power.
Additionally, through sustained engagement with
the base building management (Oberoi Realty,
Mumbai), Fractal successfully transitioned Category
3 HVAC electricity consumption for the Mumbai
office to a Green Tariff, effective January 2026.

I n the area of transport, Fractal is progressively
transitioning its employee transport operations
towards lower-carbon alternatives. Through a
targeted expansion of the electric vehicle (EV) fleet for
business travel, approximately 75% of total business
travel distance is now covered by EVs, resulting
in a significant reduction in Scope 3 Category 6
(Business Travel) emissions. In parallel, for night
transport of its employees, EV''s currently account
for 36% of total distance travelled, supporting
the reduction of Scope 3 Category 7 (Employee
Commuting) emissions. Together, these initiatives
reflect Fractal''s broader commitment to sustainable
and responsible operations.

(iii) Capital Investment on Energy Conservation
Equipment

During FY 2025-26, Fractal did not incur any
standalone capital expenditure exclusively designated
for energy conservation equipment. However,
energy efficiency and sustainability considerations
are systematically embedded into the Company''s
capital procurement and facilities management
decisions. All equipment procured during the year
- including HVAC systems, refrigeration units, water
dispensers, and IT hardware - was evaluated
against recognised energy efficiency standards
such as BEE, EPEAT, and ENERGY STAR ratings,
with energy-efficient alternatives being prioritised
at the time of replacement and new procurement.
The progressive transition to low Global Warming
Potential (low-GWP) refrigerants and the expansion
of the electric vehicle fleet for business and employee
transport further reflect the Company''s commitment to
directing capital towards environmentally responsible
and energy-efficient solutions. Accordingly, while

energy conservation investment is not tracked as a
discrete capital line item, it forms an integral part
of Fractal''s broader operational and sustainability
capital allocation framework.

B. GREENHOUSE GAS EMISSIONS

Fractal reports its greenhouse gas emissions in accordance
with the GHG Protocol Corporate Accounting and
Reporting Standard, covering its India operations across
Mumbai, Gurugram, and Bengaluru. The emissions data
for FY 2025-26 is summarized below.

Scope 1 — Direct Emissions

Gross Scope 1 direct emissions for FY 2025-26
amounted to approximately 45,390 kg CO₂ equivalent.
These emissions are principally attributable to diesel
consumption from its power backup (DG set) systems,
HVAC operations, refrigeration systems, and fire
extinguisher usage within the boundaries of the Fractal''s
India offices. The updated emission factors, along with the
measures described in Section “A” above - including the
adoption of low-GWP refrigerants and the replacement
of refrigerant-based dispensing units- have contributed to
a reduction in Scope 1 emissions during the year.

Scope 2 — Indirect Emissions from Purchased Energy

Gross location-based Scope 2 indirect emissions
amounted to 65,165 kg CO₂ equivalent for FY 2025-26.
The sourcing of 100% renewable energy for the Mumbai
and Bengaluru offices has delivered a reduction of over
90% in indirect emissions, compared to the baseline year
FY 2019-20, representing a significant step forward in
Fractal''s transition to low-carbon energy consumption.

Scope 3 — Other Indirect Emissions

Gross Scope 3 other indirect emissions for the year
amounted to 18,126,605 kg CO₂ equivalent. These
emissions encompass a range of value chain activities,
including purchased goods and services, capital goods,
fuel and energy-related activities not included in Scope
1 or 2 (building services energy consumption), waste
generated in operations (including water waste), business
travel (surface and air), and employee commuting
(including employee commute and night-drop transport).
Key Scope 3 reduction initiatives include the transition of
Category 3 (Energy - Building Services) HVAC electricity
to a Green Tariff from January 2026, achieved through
sustained engagement with base building management
(Oberoi Realty, Mumbai); a growing EV fleet now covering
approximately 75% of business travel distance and 36% of
night transport distance, with the latter targeted to reach
50% by 2030; and ongoing water conservation efforts
encompassing behavioral awareness programs, sensor-
based washroom taps, and continuous utility monitoring.

C. GHG ASSURANCE AND REPORTING
FRAMEWORK

Fractal has maintained independent third-party assurance
for past six fiscals (FY 2019-20 through FY 2024-25)
under the AA1000AS standard. Fractal continues to
subject its GHG data and sustainability disclosures to
independent third-party assurance under the AA1000
Assurance Standard (AA1000AS). This assurance process
is grounded in the principles of inclusivity, materiality, and
responsiveness to stakeholder concerns, and provides
reasonable confidence in the reliability and completeness
of the information disclosed.

D. CERTIFICATIONS AND STRATEGIC MILESTONES

Fractal maintained its ISO 14001:2015 (Environmental
Management Systems) and ISO 45001:2018
(Occupational Health and Safety Management Systems)
certifications at its major facilities during FY 2025-26. In a
meaningful expansion of this program, both certifications
were extended during the year to co-working spaces
in Pune and Noida, and to two newly managed office
locations in Bengaluru, thereby ensuring that consistent
environmental and safety management standards are
upheld across all of Fractal''s operational locations.

Building upon the WELL Platinum certification achieved by
the Mumbai office in FY 2023-24, the Fractal initiated
the adoption of WELL Platinum design standards for new
workplace fit outs in FY 2025-26. This initiative reflects
Fractal''s commitment to creating workplaces that promote
the health, well-being, and productivity of its employees
while meeting the highest internationally recognized
standards of sustainable design.

TRUE Zero Waste to Landfill Certification:

Fractal is advancing toward TRUE (Total Resource Use
and Efficiency) certification in collaboration with IGBC,
reinforcing its commitment to zero-waste principles.

This initiative emphasizes:

• Waste reduction through segregation, recycling,
and reuse

• Adoption of sustainable material management
practices

• Implementation of a circular economy approach

The organization aims to achieve TRUE certification by
FY 2026-27 marking a significant milestone in responsible
waste management and operational excellence.

E. FUTURE COMMITMENTS

Fractal will continue aligning its operational and
sustainability strategies with globally recognized
frameworks, including:

AA1000AS, GRI, LEED, WELL, IGBC, and ISO standards.
These efforts will ensure:

• Transparent and credible ESG reporting

• Enhanced stakeholder engagement

• Continuous improvement in environmental performance

TECHNOLOGY ABSORPTION

Your company has adopted a Zero Trust, SASE-based
architecture, GenAI / Automations, FinOps, Safe & Secure
Network, as part of the overall security enhancement, has
implemented the following capabilities with roughly 4 months
efforts which includes POC, testing, implementation, transition,
consolidation etc.

Benefits derived

These initiatives have resulted in improved system availability
and performance, stronger threat detection and incident
response capability, enhanced regulatory and data-protection
compliance, reduced operational risk through automation, and
improved cost visibility and control (FinOps) over cloud and
GenAI consumption. As the Company is engaged in IT/ITES
services, benefits are primarily in the nature of operational
efficiency, service quality, and risk reduction rather than product
development or import substitution.

IT ("Information Technology") doesn''t incur any cost on POCs
or research/development.

Digital Experience Monitoring

A digital experience monitoring solution is used to assess how
employees connect to internal systems-whether from the office,
home, or remote locations. It provides real-time insights into
connectivity and performance issues across devices, networks,
or applications to enable faster issue resolution and maintain
high productivity.

Immutable Backup Repository

A secure backup solution is in place to automatically
protect critical business data across on-premises and cloud
environments. It ensures fast recovery in case of disruptions,
mitigates risks from data loss or cyber threats, and supports
business resilience and compliance.

Endpoint Backup Solution

Endpoint data is protected through an automated and
encrypted backup platform. This ensures secure storage of data
from employee devices, especially remote users, maintaining
regulatory compliance and business continuity.

Secure File Transfer

A secure file transfer platform enables the organization to
share large or sensitive files efficiently and safely. It supports
encrypted and trackable transfers to external clients and
internal teams, improving operational efficiency and data
protection. An additional new interface allowing file transfer
with enhanced security allowing uploads / downloads via
individual links.

Centralized Log Management

A centralized logging and security event monitoring solution
has been deployed to improve threat detection, user activity
monitoring and compliance adherence through real-time
insights and analytics.

Automated Patch Management

An automated platform manages patching across all enterprise
systems and third-party applications. It ensures timely updates,
minimizes security gaps, and maintains business continuity with
minimal operational impact.

Vulnerability Assessment

A vulnerability management tool is used to identify and
remediate security weaknesses across systems and applications.
It supports proactive defence, compliance readiness, and
overall risk reduction through regular automated scans.

New Virtualisation Solution - Private Cloud

An Updated Virtualisation Solution has been deployed to
support the updated requirements and to setup our internal
private cloud environment.

DR Enablement

Active DR has been enabled using the new DC at Bengaluru
Manyata to support critical applications.

Endpoint Privilege Management

Privileged access on endpoint devices is tightly controlled,
allowing users to perform their roles without unnecessary admin
rights. This reduces exposure to threats like ransomware and
ensures secure and compliant device usage.

Endpoint Detection and Response (EDR)

An advanced EDR platform has been deployed to protect
endpoints and servers from both external and internal cyber
threats. It leverages threat intelligence and AI/ML features to
provide real-time detection and response.

Security Incident and Event Monitoring (SIEM)

A next-generation SIEM system enhances the ability to detect,
investigate, and respond to security threats. It uses analytics-
driven insights to improve visibility and strengthen SOC
operations efficiency.

Cloud Access Security Broker (CASB)

A CASB solution is in place to control data access and enforce
policies across cloud services and websites. It monitors data
uploads, detects credential misuse, and prevents leakage of
sensitive information across SaaS and IaaS environments.

Zero Trust Network Access (ZTNA)

ZTNA has been implemented on endpoint devices to enforce
access based on identity, device, and context. It follows a
least-privilege model, providing secure, segmented access to
internal resources.

Internet Access Control

A cloud-based internet gateway has been configured on all
endpoints to manage and monitor internet usage. It protects
against harmful sites and enables role-based access control for
users across business functions and client projects.

Email Security

An AI-driven email security platform protects users against
phishing and other malicious emails. It features behavioural
analysis, sandboxing, impersonation detection, and allows
users to report threats for faster incident response.

Data Loss Prevention

A data loss prevention system monitors data movement across
endpoints and email, preventing unauthorized access, transfer,
or leakage of sensitive business information. It helps safeguard
intellectual property and personal data.

Cloud Security Posture Management

A cloud infrastructure security governance tool helps monitor
security configurations and detect compliance gaps. It provides
visibility across cloud environments and supports continuous
security improvement.

Backup and Restoration

A comprehensive backup solution protects on-premises and
cloud-hosted production environments. Daily, weekly, and
monthly backups are scheduled to meet business continuity
and restoration objectives.

Infrastructure Monitoring

A unified monitoring platform provides real-time visibility across
the hybrid infrastructure. It includes dashboards, application
performance tracking, alerting, and automated responses to
minimize downtime and service disruptions.

Web Application Firewall

A web application firewall is deployed in front of key systems
to inspect incoming traffic and block threats. It helps protect
public-facing applications from various types of cyber-attacks.

Privileged Access Management

Privileged access management solutions are used to secure
and monitor access to critical systems. This includes oversight
of administrative actions across servers, applications, and
endpoints to reduce the risk of misuse or breaches.

Configuration & Endpoint Management

Configuration and endpoint management platforms have been
implemented to manage Windows and Mac devices. These
tools support software deployment, application control, and
device compliance across the organization.

GenAI Enablement

IT manages access to Generative AI tools through controlled
license assignments and hard capping (FinOps & Governance/

controls) token consumption, ensuring responsible deployment
across the organization.

Our centralized governance framework maintains transparent
tracking of licenses and API consumption (dashboard) enabling
data-driven decisions and cost control. we balance innovation
with financial prudence, ensuring Gen AI tools deliver
measurable business value while maintaining compliance and
security standards.

Safe & Secured Network

A comprehensive network security framework has been
established to safeguard the organization''s infrastructure across
all locations and connectivity models. It enforces consistent
security policies, enables secure segmentation, and provides
resilience against both internal and external threats - ensuring
reliable and protected access for users, applications, and data
across the enterprise.

Secure GenAI access

Controlled and governed access to Generative AI platforms
has been instituted to enable responsible and secure adoption
across the organization. Access is managed through policy-
driven guardrails, ensuring that AI interactions remain compliant
with data protection standards, prevent exposure of sensitive
information, and align with the organization''s broader security
posture and acceptable use policies.

Automation

An automation capability has been introduced to streamline
repetitive operational and business processes across functions.
By reducing manual intervention, it improves efficiency, minimizes
human error, accelerates service delivery, and enables teams
to focus on higher-value activities - supporting both operational
excellence and scalability as the organization grows.

Modernization

A strategic modernization initiative is underway to evolve the
organization''s technology landscape in alignment with current
and future business needs. This encompasses upgrading
legacy systems, adopting cloud-native approaches, and re¬
platforming key workloads to improve agility, performance,
and maintainability - laying a resilient foundation for sustained
innovation and growth.

FOREIGN EXCHANGE EARNINGS AND
OUTGO

As of March 31, 2026, the details of the foreign exchange
earnings and outgo for the year under review and previous
year are as under:

SIGNIFICANT EVENTS DURING THE FINANCIAL
YEAR AND AFTER BALANCE SHEET DATE, IF
ANY

1. During the financial year under review, the following
corporate actions has taken place for the Company as
well as the subsidiaries of the Company:

a. The equity shares of the Company were listed on
BSE Limited ("BSE”) and National Stock Exchange
of India Limited (''''NSE”) on February 16, 2026
pursuant to the filing of Draft Red Herring Prospectus,
Red Herring Prospectus and Prospectus on August
12, 2025, February 02, 2026, and February 11,
2026, respectively.

b. The Board of Directors of Cuddle Artificial
Intelligence Private Limited, Final Mile Consultants
Private Limited, Neal Analytics Services Private
Limited, Theremin AI Solutions Private Limited, Fractal
Alpha Private Limited, Eugenie Technologies Private
Limited ("Transferors”) with Senseforth AI Research
Private Limited ("Transferee”) in their respective board
meetings had approved scheme of arrangement
subject to requisite approvals, consents permissions
of the shareholders and creditors as applicable,
of these companies and due sanction of National
Company Law Tribunal (”NCLT”) Mumbai bench
based on share exchange ratio as determined,
followed by a reduction of paid-up equity share
capital of the Transferee. The NCLT in its original
order dated September 03, 2025 and revised order
dated September 23, 2025 approved the scheme
of merger and necessary filings with the Registrar
of Companies (RoC) have been made which was
subsequently approved by the RoC vide e-mail
dated November 12, 2025.

c. Pursuant to the share purchase agreement dated
November 22, 2025, our Company purchased
100,138 (One Lakh One Hundred and Thirty-Eight)
equity shares of Analytics Vidhya Educon Private
Limited, constituting 41.46% of the equity share
capital of Analytics Vidhya Educon Private Limited on
a fully diluted basis, for an aggregate consideration
of B487 million with effect from November 22,
2025, thereby making it wholly owned subsidiary
of the Company.

d. Theremin Multi Strategy Fund LLP has been struck off
from the Register and stands dissolved as of August
21, 2025.

2. The following corporate actions have taken place for
subsidiaries of the Company post March 31, 2026 and
prior to the report date:

a. The Board of Analytics Vidhya Educon Private
Limited in its board meeting held on April 3, 2026,
approved the acquisition of the intellectual property
and the related business of ''Edtech'', ''Fractal
Analytics Academy (FAA)'',and ''Iqigai.ai'' from Fractal

Analytics Limited with effect from April 1, 2026,
by way of slump-sale, on a going concern basis
including authorization for finalization, execution,
delivery, performance of business transfer agreement
(''BTA'') and other requisite, ancillary or related
documents /agreements as may be required.
Further, the Board had approved modifications to
the BTA by incorporating revised effective date
and consideration in their Board Meeting held on
July 23, 2026. The remaining terms and conditions
of the BTA, as approved by the Board, remain
materially unchanged.

b. The Board of Analytics Vidhya Educon Private
Limited in its Board meeting held on April 3, 2026,
has approved offer and issue of equity shares of
Analytics Vidhya Educon Private Limited on rights
basis in one or more tranches, up to a maximum
of C 394 million at fair market value, as may be
calculated in accordance with applicable laws

c. Fractal Frontiers Inc. has been dissolved with effect
from July 21, 2026.

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

Pursuant to the provisions of Section 135 of the Act read
with Companies (Corporate Social Responsibility) Rules,
2014, your Company has framed a policy on Corporate
Social Responsibility (''CSR''). Further, the Corporate Social
Responsibility and Environmental, Social, and Governance
(CSR & ESG) committee was re-constituted in the Board
Meeting dated August 01, 2025.

Further, the Company also has an ESG Policy in place which
was amended on September 04, 2025, and further amended
on May 20, 2026, to incorporate various modifications.

The latest CSR policy is available on the website of the
Company athttps://fractal.ai/docs/Policv/Fractal-CSR-Policv.
pdf. The latest ESG policy of the Company is also available on
the website of the Company at https://fractal.ai/docs/Policy/
Fractal-ESG-Policy.pdf.

• Fractal''s Corporate Social Responsibility (CSR) philosophy
centers around making a positive impact on people, the
planet that we share and the communities that Fractal
is honored to operate in. Fractal CSR thrust areas
include - i) enhancing equitable educational outcomes
for disadvantaged children, ii) empowering women to
be financially independent and iii) improving quality &
affordability of healthcare, safe housing solutions. iv)
taking intelligent and science-based actions to reduce
Fractal''s carbon footprint, improve its protection and
preservation of biodiversity, and to take action to address
climate change and its impacts in line with the United
Nations Sustainability Development Goal (UN SDG) 13.

• The CSR activities of the Company were undertaken
primarily through partnering with a registered trust, Section
8 Company or society which work closely on the same
lines as the CSR objectives of the Company i.e., enhancing

equitable educational outcomes for disadvantaged
children, empowering women to be financially
independent and improving quality & affordability of
healthcare, radiological expertise and provision of safe
housing solutions, taking intelligent and science-based
actions to reduce Fractal''s carbon footprint, improve its
protection and preservation of biodiversity, and to take
action to address climate change and its impacts in line
with the United Nations Sustainability Development Goal
(UN SDG) 13.

As part of its CSR initiatives, the Company contributed funds

and implemented projects focused on providing mobility aids

to persons with disabilities, promoting nature-positive farming
and sustainable rural livelihoods, supporting the education
of deserving girls through scholarships and career guidance,
enhancing employability and financial independence for
underprivileged women through skill development initiatives,
and improving menstrual health awareness and access to
hygiene resources for adolescent girls, thereby advancing
inclusion, healthcare, education, women''s empowerment,
and sustainable livelihood opportunities for underserved
communities. The details about the policy developed and
implemented by the Company on CSR initiatives taken during
the year are set out under ''Annexure E''.

SEXUAL HARASSMENT POLICY

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the Rules made thereunder, the Company has adopted a policy on the prevention of sexual harassment at the
workplace. Pursuant to this policy, an Internal Complaints Committee (ICC) has been constituted, comprising designated members,
including an external NGO representative. The names and email addresses of the ICC members, along with a summary of the
policy and the detailed procedure for raising and addressing complaints, have been displayed on the notice board and other
prominent locations within the workplace. The policy also establishes a formal mechanism for the reporting, investigation, and
redressal of complaints relating to sexual harassment.

The details in relation to the Sexual Harassment Policy and the complaints received during the year under Sexual Harassment
Policy are as follows:

To ensure that the employees are aware about the policy and the related guidelines, your Company has an online awareness
training program which all employees are required to undertake during the year. The same is also a mandatory program which
has to be undertaken by a new employee during the induction period and has to be completed within first 30 days of joining
the organization.

MATERNITY BENEFITS ACT, 1961

The Company is compliant with the applicable provisions of the Maternity Benefit Act, 1961 and has policies, systems and
processes in place to ensure ongoing compliance.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of
Company Secretaries of India i.e., SS-1 relating to “Meetings of the Board of Directors” and SS-2 relating to “General Meetings”
and the Company has complied with the Secretarial Standards during the financial year under review.

SIGNIFICANT AND MATERIAL ORDERS

The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which
shall impact the going concern status and Company''s operations in future.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016

The disclosure under this head is not applicable to the Company as the Company has no proceedings pending nor any
applications were made thereunder.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF
ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS
OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS

There has been no such instance, hence the disclosure under this head is not applicable to your Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, your directors

confirm that:

(a) i n the preparation of the annual accounts for the year
ended March 31, 2026, the applicable accounting
standards had been followed along with proper
explanation relating to material departures;

(b) the directors had selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company
as at March 31, 2026 and of the profits of the Company
for the year ended on that date;

(c) t he directors had taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and
detecting fraud and other irregularities.

(d) the directors had prepared the annual financial statements
on a going concern'' basis;

For and on behalf of Board of Directors of
Fractal Analytics Limited

Srikanth Velamakanni Sasha Gulu Mirchandani

Whole-time Director Non-Executive Director

DIN: 01722758 DIN: 01179921

Date: July 29, 2026 Date: July 29, 2026

Place: London Place: London