Fractal Analytics MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 16 Sep 2026, 4 fund houses so far (houses' deadline to file 15 Oct 2026)

• Adoption of the audited standalone and consolidated financial statements for the financial year ended March 31, 2026, and the Reports of the Board of Directors and the Auditors thereon

  4 for0 against
• Re-appointment of Mr. Vivek Mohan as a Non-Executive Non-Independent Director of the Company, who retires by rotation

  4 for0 against
• Appointment of M/s. Makarand M. Joshi & Co., Practicing Company Secretaries as the Secretarial Auditors of the Company for a term of 5 (five) consecutive financial years commencing from financial year 2026-27 till financial year 2030-31MoreLess

  4 for0 against
• Determination of fees for Service of Documents to Members of the Company

  4 for0 against

Mutual fund votes, meeting of 28 May 2026, 11 fund houses

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• Ratification of 2019 Fractal Employees Stock Option Plan.

  ›Against Abakkus Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund

  • Abakkus Mutual FundLack of clarity on exercise price of options to be awarded.
  • Bandhan Mutual Fund, Edelweiss Mutual FundNon-Compliant with SEBI SBEB & SE Regulations: Exercise Price to be determined as per Board/NRC discretion; such disclosure defeats in the intended purpose of law and accordingly, is non-compliant with law. Governance and Transparency concern: Excessive potential benefit may be extended to a single employee; Unfettered powers to alter the scheme without clarity regarding whether further approval of shareholders is to be undertaken or not.
  • Baroda BNP Paribas Mutual FundThe company seeks approval for ratification of 2019 Employees Stock Option Plan of the Company and grant of stock options, under which upto 12,80,507 stock options may be granted, across 3 ESOP/ incentive plans. This will lead to a dilution of ~0.74% due to the proposed scheme. The units may be granted at a discount to the market price, since it is only disclosed that the exercise price would not be less than the face value. However, there is no clarity on the maximum discount that may be granted. In the absence of objective disclosures regarding the exercise price, we do not support the resolution
  • ICICI Prudential Mutual FundExercise price/formula has not been disclosed and hence AMC had voted against the resolution.
  • Invesco Mutual FundThe company seeks shareholder approval to ratify the pre-IPO Fractal Analytics Limited Employees Stock Option Plan, 2019 (Fractal ESOP 2019 Plan). According to the notice, up to 1,280,507 options are proposed to be offered and granted (Total size of the scheme as per RHP - 14,194,955 options). This pool includes options that may become available upon the expiry, lapse, forfeiture, or cancellation of options previously granted under the 2007 Fractal Employees Stock Option Plan, the Time-Based Key Employee Stock Incentive Plan, 2019, and the Performance-Based Key Employee Stock Incentive Plan, 2019, all of which have been discontinued for new grants. Based on the currently proposed grant of 1,280,507 options, the potential dilution is approximately 0.7% of the expanded share capital. The exercise price under the scheme will be determined by the Board or the Nomination and Remuneration Committee (NRC) and will not be less than the face value of the equity shares (Re.1.0 each). The Board/NRC will review, evaluate, and determine the exercise price of options granted under the scheme with reference to the company’s past practices. The vesting of options is primarily time-based. We do not favour ESOP schemes where options are granted at a significant discount (>20%) to market price as stock options are ‘pay at risk’ options that employees accept at the time of grant. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees. We make an exception where the vesting of such options is mandatorily linked to performance parameters and the company has disclosed the pre-defined performance targets for such parameters. We do not support the resolution

  2 for6 against
• Ratification of 2007 Fractal Employees Stock Option Plan.

  8 for0 against
• Ratification and Amendment of the Fractal Analytics Limited Time Based Key Employee Stock Incentive Plan 2019.

  8 for0 against
• Ratification and Amendment of the Fractal Analytics Limited Performance Based Key Employee Stock Incentive Plan 2019.

  ›Against Abakkus Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund

  • Abakkus Mutual FundProposed resolution allows NRC to make material changes to the ESOP plan without additional shareholder approval
  • Bandhan Mutual Fund, Edelweiss Mutual FundNon-Compliant with SEBI SBEB & SE Regulations: Maximum vesting period not disclosed adequately; such disclosure defeats in the intended purpose of law and accordingly, is non-compliant with law. Transparency concern: Unfettered powers to alter the scheme without clarity regarding whether further approval of shareholders is to be undertaken or not.

  5 for3 against
• Amendment to the Articles of Association of the Company granting Board Nomination Rights or Special Rights to certain shareholders of the Company.

  ›Against Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund, UTI Mutual Fund

  • Bandhan Mutual Fund, Edelweiss Mutual FundCompliant with law. Governance and Transparency concern: Special Rights in the nature of Nomination of Directors on the Board appear to be excessive w.r.t. the proposed minimum shareholding thresholds, without adequate justification for the same.
  • Baroda BNP Paribas Mutual FundThe proposed amendment to the Article of Association grants board, nomination rights to select shareholders and promotors, despite having shareholding below 10%. We believe that this is not in the best interests of the minority shareholders and institutional investors. Hence, we do not support the resolution.
  • ICICI Prudential Mutual FundThe AMC supported board nomination rights for promoters and strategic investors, however it do not support the practice of naming specific individuals as directors or chairpersons in the AoA and hence the AMC had voted against the resolution.
  • Invesco Mutual FundThe company proposes to amend its Articles of Association (AoA) by inserting a new Article 135A to grant board nomination rights to certain shareholders following the listing of Fractal Analytics Limited. Under the proposed Article 135A, the founder groups, PA Group (Pranay Agrawal) and SV Group (Srikanth Velamakanni), as well as key investors including OLMO Capital, Apax Partners, and TPG, will each be entitled to nominate one director to the board provided they individually maintain at least 5% of the company’s share capital. In addition, Gavin Patterson will continue as a non-executive director for so long as both Apax and TPG each hold at least 5% of the share capital. However, if he resigns, neither investor will have the right to nominate a replacement under this provision. The company will continue to appoint the number of independent directors required to comply with applicable law. The company states that the uniform 5% shareholding threshold has been adopted to account for potential dilution over time and to ensure continuity of board representation for the founders and strategic investors, particularly as the PA Group and SV Group currently do not individually hold more than 10% of the company’s share capital. While we generally support board nomination rights for promoters and strategic investors, we expect such rights to be subject to a minimum shareholding threshold of at least 10%, in line with our voting guidelines. Further, we do not support the practice of naming specific individuals as directors or chairpersons in the AoA. Accordingly, we do not support the resolution
  • SBI Mutual Fund, UTI Mutual FundThe company proposes to amend its Articles of Association (AoA) by inserting a new Article 135A to grant board nomination rights to certain shareholders following the listing of Fractal Analytics Limited. Under the proposed Article 135A, the founder groups, PA Group (Pranay Agrawal) and SV Group (Srikanth Velamakanni), as well as key investors including OLMO Capital, Apax Partners, and TPG, will each be entitled to nominate one director to the board, provided they individually maintain at least 5% of the company’s share capital. In addition, Gavin Patterson will continue as a non-executive director for so long as both Apax and TPG each hold at least 5% of the share capital. However, if he resigns, neither investor will have the right to nominate a replacement under this provision. The company will continue to appoint the number of independent directors required to comply with applicable law.The company states that the uniform 5% shareholding threshold has been adopted to account for potential dilution over time and to ensure continuity of board representation for the founders and strategic investors, particularly as the PA Group and SV Group currently do not individually hold more than 10% of the company’s share capital. While we generally support board nomination rights for promoters and strategic investors, we expect such rights to be subject to a minimum shareholding threshold of at least 10%, in line with our voting guidelines. Further, we do not support the practice of naming specific individuals as directors or chairpersons in the AoA. Accordingly, we do not support the resolution.
  • Sundaram Mutual FundThe company proposes to amend its Articles of Association (AoA) by inserting a new Article 135A to grant board nomination rights to certain shareholders following the listing of Fractal Analytics Limited. Under the proposed Article 135A, the founder groups, PA Group (Pranay Agrawal) and SV Group (Srikanth Velamakanni), as well as key investors including OLMO Capital, Apax Partners, and TPG, will each be entitled to nominate one director to the board, provided they individually maintain at least 5% of the company’s share capital. In addition, Gavin Patterson will continue as a non-executive director for so long as both Apax and TPG each hold at least 5% of the share capital. However, if he resigns, neither investor will have the right to nominate a replacement under this provision. The company will continue to appoint the number of independent directors required to comply with applicable law.The company states that the uniform 5% shareholding threshold has been adopted to account for potential dilution over time and to ensure continuity of board representation for the founders and strategic investors, particularly as the PA Group and SV Group currently do not individually hold more than 10% of the company’s share capital.While we generally support board nomination rights for promoters and strategic investors, we expect such rights to be subject to a minimum shareholding threshold of at least 10%, in line with our voting guidelines. Further, we do not support the practice of naming specific individuals as directors or chairpersons in the AoA. Accordingly, we do not support the resolution.

  3 for8 against

• Tax disputeDeputy Commissioner of Income Tax, Circle 1(3)(1) / Assessment Unit, National Faceless Assessment Centre, Income Tax DepartmentSince 27 Jan 2026
  The appeal was heard by the Hon'ble ITAT on 23 July 2026 and the ITAT issued its order dated 21 September 2026. The ITAT has accepted the transfer pricing method, its mechanism and approach adopted by the Company. Accordingly, majority of the adjustment has been deleted. On one ground, while accepting the approach of benchmarking adopted by the Company, the ITAT has restored the limited issue of computation of the arm’s length price following the approach adopted by the Company. The Company now awaits the order giving effect to the ITAT order to be issued by the assessing officer (majority of the demand shall stand deleted and where the verification of one ground which is low quantum, is also positive, then the entire demand would be deleted).MoreLess
  At the filing before: The Company has filed an appeal before the Hon'ble Income Tax Appellate Tribunal ('ITAT') against final assessment order dated 23 December 2025 passed by the Assessment Unit, Income Tax Department for AY 2022-23 making certain transfer pricing adjustments. The matter is scheduled for hearing before the ITAT on 22 July 2026.MoreLess
• Tax disputeAssessment Unit, National Faceless Assessment Centre, Income Tax DepartmentSince 21 Apr 2026
  The matter was heard by the DRP on 09 October 2026 and the order is awaited.
  At the filing before: The Company received a Draft Order dated March 24, 2026 for the Assessment Year (“AY”) 2023 24 issued by the Income Tax Department under section 144C(1) of the IT Act, proposing certain additions on account of transfer pricing and corporate tax adjustments against which the Company has filed its objections before the Dispute Resolution Panel ('DRP'). Since it is a Draft Order, there is no tax demand payable currently. As per the Draft Order, it is stated that penalty proceedings under section 270A of the IT Act will be initiated separately for under reporting of income. The matter is yet to be heard by the DRP.MoreLess

In the company's own words, from its latest governance filing.

The board is made up as the listing rules require

Yes

The board has a regular chairperson

Yes

The company has a risk management committee

Yes

The chair is related to the managing director

No

The filing has a part on fines and penalties

No

The filing has a part on tax disputes

Yes

There was a cyber security incident in the quarter

No

The company's own answers in its filing.