Fusion Finance Limited (formerly known as Fusion Micro Finance Limited) has filed the Monitoring Agency Report for the quarter ended March 31, 2026, with the stock exchanges on May 15, 2026. The report, prepared by CRISIL Ratings Limited as the appointed Monitoring Agency, covers the utilisation of proceeds from the company's Rights Issue, in compliance with Regulation 32(6) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Regulation 82(2) of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The report was placed before and considered by the Audit Committee in its meeting held on May 15, 2026.

Rights Issue Overview

The company conducted a Rights Issue of equity shares during April 15, 2025 to April 25, 2025, proposing to raise Rs 799.86 crore through the issuance of 6,10,58,392 partly paid-up equity shares at Rs 131 per share. The issue proceeds are earmarked for two primary objects: augmenting the capital base and meeting issue expenses. The following table summarises the issue proceeds structure:

The company had initially received application money of Rs 399.93 crore (being 50% of the issue price) on allotment of partly paid-up equity shares. Subsequently, the Board approved the First and Final Call of Rs 65.50 per share, payable between November 27, 2025 and December 11, 2025, pursuant to which Rs 395.30 crore was received as call money. The total amount received under the Rights Issue stood at Rs 795.23 crore as at December 31, 2025. During the quarter ended March 31, 2026, an additional Rs 2.06 crore was received from a subsequent call, bringing the total amount received to Rs 797.29 crore as of March 31, 2026. The remaining balance of Rs 2.57 crore is expected to be recovered through subsequent reminder calls on or before March 31, 2027.

Utilisation of Issue Proceeds

The Monitoring Agency confirmed no deviation from the objects stated in the Offer Document dated March 29, 2025. The report details the progress in utilisation of proceeds across the two stated objects as of the quarter ended March 31, 2026:

No utilisation towards augmenting the capital base was recorded during the reported quarter. The Rs 14.01 crore utilised under issue expenses during the quarter represents a reimbursement from issue proceeds for issue-related expenses—comprising consultancy fees, professional fees, and other service-related expenses—that were originally paid by the company from its internal accruals prior to receipt of the issue proceeds. CRISIL Ratings relied upon the statutory auditor's certificate and management undertaking confirming that the utilisation of internal accruals was in accordance with the offer document.

Deployment of Unutilised Proceeds

As at the end of the quarter, the total unutilised proceeds of Rs 400.87 crore were deployed across various bank accounts and fixed deposits. The deployment details are as follows:

The remaining balance of Rs 2.57 crore is expected to be recovered through subsequent calls as per the terms of the offer document and as may be decided by the Board, on or before March 31, 2027.

Key Findings and Compliance Status

The Monitoring Agency report confirmed the following key compliance outcomes:

• Deviation from objects: No deviation observed
• Shareholder approval for material deviations: Not applicable
• Change in means of finance: No
• Major deviation from earlier monitoring agency reports: No
• Unfavorable events affecting viability of objects: No
• Material information affecting investor decision-making: No

The statutory auditor's certificate referenced in the report was issued on May 09, 2026 by M/s B.K. Khare & Co., Chartered Accountants (Firm Registration Number: 105102W). The report was signed by Shounak Chakravarty, Director, Ratings (LCG), on behalf of CRISIL Ratings Limited. The company intends to deploy the remaining unutilised net proceeds in subsequent quarters, consistent with the offer document's disclosure to utilise the entire net proceeds within the next two fiscal years.

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:

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.