Fusion Finance Limited Approves Amendments to Fair Disclosure Code Under SEBI Insider Trading Regulations

Fusion Finance Limited (formerly known as Fusion Micro Finance Limited) has announced that its Board of Directors approved amendments to the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information on Friday, May 15, 2026. The approval was communicated to the stock exchanges via Letter No. FFL/SEC/2026-27/SE-21.

Regulatory Background

The amendment was carried out pursuant to Regulation 8(2) of the SEBI (Prohibition of Insider Trading) Regulations, 2015, which mandates listed companies to maintain and update a code governing the fair disclosure of unpublished price sensitive information (UPSI). Such codes are designed to ensure transparency and prevent the misuse of material non-public information.

Key Details of the Amendment

The following table summarises the key details of the corporate action:

Parameter:	Details
Company Name:	Fusion Finance Limited (Formerly known as Fusion Micro Finance Limited)
Action:	Amendment to Code of Practices and Procedures for Fair Disclosure of UPSI
Regulatory Provision:	Regulation 8(2) of SEBI (Prohibition of Insider Trading) Regulations, 2015
Board Approval Date:	Friday, May 15, 2026
Letter Reference:	FFL/SEC/2026-27/SE-21
Updated Code Available At:	www.fusionfin.com
Signed By:	Vikrant Sadana, Company Secretary & Compliance Officer
Place:	Gurugram

Availability of Updated Code

The updated code has been made publicly available on the company's official website at www.fusionfin.com . The disclosure was formally communicated to the Listing Departments of both the National Stock Exchange of India Limited and BSE Limited, as required under applicable listing obligations.

The communication was signed by Vikrant Sadana, Company Secretary & Compliance Officer of Fusion Finance Limited, based in Gurugram, on May 15, 2026.

1 Day	5 Days	1 Month	6 Months	1 Year	5 Years
+0.46%	-3.55%	-14.18%	+1.06%	+0.94%	-45.27%

Fusion Finance Limited (formerly known as Fusion Micro Finance Limited) has successfully concluded its postal ballot process, with shareholders approving two director appointments through remote e-voting. The voting window closed at 5:00 PM (IST) on May 2, 2026, and the results were submitted to the stock exchanges on May 5, 2026, in compliance with Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Resolutions Passed

Two resolutions were placed before the members of the Company pursuant to a Postal Ballot Notice dated April 2, 2026. Both resolutions were passed with requisite majority by the 73,396 shareholders on record as of the cut-off date of March 31, 2026.

Resolution No.	Type	Description
Resolution 1	Special Resolution	Appointment of Mr. Brahmanand Hegde (DIN: 02984527) as Non-Executive Independent Director and fixation of remuneration
Resolution 2	Ordinary Resolution	Appointment of Ms. Remika Agarwal (DIN: 09438221) as Non-Executive Non-Independent Director

Voting Results — Resolution 1: Appointment of Mr. Brahmanand Hegde

The Special Resolution for the appointment of Mr. Brahmanand Hegde as Non-Executive Independent Director received strong shareholder support. The combined results across fully paid-up and partly paid-up equity shares are summarised below.

Metric:	Details
Total votes cast:	10,58,41,608
Valid votes cast (Net):	10,58,40,808
Votes in favour:	10,58,40,618
Votes against:	190
% in favour:	99.9998%
% against:	0.0002%
Total members who voted:	186
Result:	Passed

Promoter and Promoter Group cast 84,323,785 votes entirely in favour, representing 96.0269% of their outstanding shares. Public Institutional shareholders also voted 100% in favour, polling 21,341,617 votes. Among Public Non-Institutional shareholders, 99.8917% of polled votes were cast in favour.

Voting Results — Resolution 2: Appointment of Ms. Remika Agarwal

The Ordinary Resolution for the appointment of Ms. Remika Agarwal as Non-Executive Non-Independent Director also received overwhelming shareholder approval. The promoter and promoter group were noted as interested parties in this resolution.

Metric:	Details
Total votes cast:	10,58,41,608
Valid votes cast (Net):	10,58,40,808
Votes in favour:	10,58,40,633
Votes against:	175
% in favour:	99.9998%
% against:	0.0002%
Total members who voted:	186
Result:	Passed

Public Institutional shareholders voted entirely in favour with 21,341,617 votes. Among Public Non-Institutional shareholders, 99.9002% of polled votes were cast in favour, with 175 votes against.

Share Capital and Voting Structure

The paid-up share capital of the Company as on the cut-off date of March 31, 2026, was INR 1,61,72,90,255. The capital comprised both fully paid-up and partly paid-up equity shares, with voting entitlements structured accordingly.

Share Category:	Face Value (INR)	Paid-up Value (INR)	Proportion of Votes	Total Shares	Votes Entitled
Fully paid-up:	10	10	1	16,13,75,774	16,13,75,774
Partly paid-up:	10	5	0.50	7,06,503	3,53,251.5
Total:				16,20,82,277	16,17,29,025.50

Scrutinizer and Process Details

The postal ballot was conducted exclusively through remote e-voting via MUFG Intime India Private Limited's instavote platform. CS Harish Kumar of Harish Popli & Associates (Membership No. 11918, COP-22475) was appointed as Scrutinizer by the Board of Directors on March 31, 2026. The Scrutinizer's Report was issued on May 4, 2026. The Company dispatched the Postal Ballot Notice to members on April 2, 2026, and published an advertisement in Financial Express and Jansatta on April 3, 2026, regarding the dispatch. The voting results and Scrutinizer's Report were submitted to the exchanges by Company Secretary and Compliance Officer Vikrant Sadana from Gurugram.