Fractal Analytics IPO

Incorporation & History

Fractal Analytics Limited was originally incorporated on March 28, 2000 as Fractal Communications Limited in Mumbai. Over the years, the company evolved in line with its expanding analytics and AI-led business, resulting in multiple name changes:

The company commenced operations in April 2000 and has over 25 years of operating history in analytics, AI, and data-driven decision sciences.

Registered Office

Level 7, Commerz II, International Business Park,
Oberoi Garden City, Goregaon (East), Mumbai – 400063

Sector & Industry

• Sector: Information Technology

• Industry: Artificial Intelligence, Advanced Analytics & Data Engineering

Global Analytics & AI Market

The global advanced analytics and AI market is estimated at USD 240+ billion, growing at a CAGR of ~23% driven by:

• Explosion of enterprise data

• Cloud adoption

• GenAI use cases

• Automation of decision-making

Indian Context

India has emerged as a global analytics delivery hub, with analytics services exports growing faster than traditional IT services.

Fractal operates at the intersection of analytics consulting + AI platforms, a high-growth niche.

What Fractal Does

Fractal helps enterprises use data and AI to drive business decisions, not just IT transformation.

Core Business Segments

Key Industries Served

• Retail & Consumer Goods

• BFSI

• Healthcare & Life Sciences

• Technology & Telecom

Position in the Value Chain

Enterprise Data → Fractal AI Platforms → Decision Intelligence → Business Outcomes

This positions Fractal upstream of traditional IT services, with higher intellectual property content.

Fractal operates under multiple regulatory regimes:

The company confirms full compliance with Indian and international regulatory requirements.

Key Risks Highlighted in the RHP

These risks are typical of IP-led global IT companies.

Promoters

The promoters collectively founded and scaled Fractal into a global analytics brand.

Fractal operates through multiple global subsidiaries across North America, Europe, and APAC.

Key Associate

• Qure AI Technologies Private Limited – AI healthcare imaging company (associate)

The diversified subsidiary structure supports global client delivery.

The leadership team combines analytics domain expertise with global execution experience.

Key Committees

• Audit Committee

• Nomination & Remuneration Committee

• Risk Management Committee

• Stakeholders’ Relationship Committee

• IPO Committee

Governance is aligned with SEBI LODR and global best practices.

• No material criminal litigation

• Certain routine tax and commercial matters

• No proceedings that materially impact financial position

• Certificate of Incorporation

• In-principle approvals from BSE & NSE

• GST registrations

• Global business registrations

Income Statement

Balance Sheet Snapshot (FY25)

Fractal has low leverage, with borrowings primarily for working capital.

Strong operating cash flows reflect high-quality earnings.

Management focuses on:

• Scaling AI platforms

• Expanding GenAI offerings

• Increasing annuity revenues

• Strengthening healthcare AI via associates

• Book-building mechanism

• Benchmarking against global analytics peers

• Valuation linked to earnings growth and IP strength

• Face value: ₹1 per share

• Mix of fresh issue + offer for sale

• Promoters + promoter group

• Institutional investors

• Public shareholders

• No fixed payout ratio

• Focus on reinvestment and growth

• Capital gains tax as per holding period

• Dividends taxable in investor’s hands

• Fully disclosed

• Conducted at arm’s length

• Mostly employee compensation & IP licensing

1. List of Related Parties

A. Promoters & Promoter Group

B. Directors & Key Managerial Personnel (KMP)

C. Subsidiaries & Associate Companies

Fractal operates through multiple domestic and overseas subsidiaries across the US, Europe, and APAC to support global delivery.

2. Nature of Related Party Transactions

A. Transactions with Subsidiaries

These transactions are operational and strategic in nature, supporting Fractal’s global delivery model.

All inter-company transactions are priced on arm’s length basis, supported by transfer pricing documentation.

B. Transactions with Associate Company

The investment supports Fractal’s presence in healthcare AI, with no operational dependence or revenue concentration risk.

C. Transactions with Promoters, Directors & KMPs

The RHP explicitly states that:

• No loans or advances were granted to promoters or directors

• No personal guarantees were issued on behalf of promoters

3. Outstanding Balances with Related Parties

As disclosed in the RHP:

• Outstanding receivables/payables with related parties arise only in the normal course of business

• There are no material outstanding balances that could adversely impact Fractal’s financial position

• No overdue balances from promoters or promoter-controlled entities

4. ESOP-Related Dealings

Fractal has implemented multiple ESOP schemes, under which:

• Options have been granted to employees, directors, and senior management

• Costs are accounted for as per Ind AS 102

• ESOPs form a significant component of employee retention strategy

These ESOP-related transactions are disclosed separately and are not considered conflicted related-party transactions.

5. Governance, Controls & Approvals

The RHP confirms that:

• All related party transactions are:

  • Approved by the Audit Committee

  • Reviewed by the Board of Directors

  • Disclosed in audited financial statements

• Transactions comply with:

  • Section 188 of the Companies Act, 2013

  • Ind AS 24

  • SEBI ICDR disclosure requirements

6. Investor Takeaway

• No promoter-driven fund diversion

• No related-party loan exposure

• Transparent inter-company operations

• Strong governance for a global AI company

Overall, related party dealings at Fractal Analytics Limited are operationally necessary, well-controlled, and low-risk from a minority shareholder perspective.

• Offer Agreement

• Registrar Agreement

• Escrow & Sponsor Bank Agreements

100% Book-Built Issue

• One vote per share

• Dividend entitlement (if declared)

• Residual claim on assets

• Pari-passu rights

• SEBI ICDR compliance

• CSR disclosures

• Material contracts available for inspection