Fusion Finance Limited has disclosed receiving a penalty order from the Registrar of Companies, ROC Delhi, for non-compliance with director rotation requirements under the Companies Act, 2013. The company informed stock exchanges about the conclusion of an adjudication process that it had voluntarily initiated through a suo-moto application.

Penalty Details and Financial Impact

The Registrar of Companies, Delhi, issued an order dated March 16, 2026, imposing penalties following the company's voluntary application for adjudication. The financial impact of the regulatory action includes:

Mr. Devesh Sachdev, the erstwhile Managing Director, was identified as the officer in default during the violation period and received a separate penalty of ₹1,00,000.

Nature of Compliance Violation

The non-compliance pertained to Section 152(6) of the Companies Act, 2013, specifically regarding director rotation requirements. During the violation period from July 20, 2021, to July 08, 2023, the company failed to maintain the required board composition:

Current Compliance Status and Regulatory Disclosure

Fusion Finance emphasized that it has achieved full compliance with Section 152(6) provisions since July 08, 2023. The company stated that it continues to place strong emphasis on statutory compliance and good governance, taking necessary steps to ensure enhanced compliance with the Companies Act, 2013, and other applicable regulations.

The disclosure was made pursuant to Regulation 30(2) of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015. The company provided detailed information as required under Schedule III of the Listing Regulations and SEBI Circular dated July 13, 2023. With the receipt of the adjudication order, the matter has been formally concluded through the regulatory process.

The penalty represents the financial consequence of the governance oversight, while the company's voluntary approach to seeking adjudication demonstrates its commitment to regulatory compliance and transparency with stakeholders.

Fusion Finance Limited has submitted its application to stock exchanges for promoter reclassification approval, following the board meeting outcome announced on February 27, 2026. The company addressed significant corporate governance changes including the formal submission of reclassification documents and the appointment of a new Chief Strategy Officer.

Stock Exchange Application Submitted

On March 2, 2026, Fusion Finance Limited submitted applications with requisite documents to both National Stock Exchange of India Limited (NSE) and BSE Limited, seeking approval for promoter reclassification under Regulation 31A(3) of SEBI LODR Regulations, 2015.

Promoter Reclassification Details

The board had approved reclassification requests from Mr. Devesh Sachdev, Ms. Mini Sachdev, and M/s Devesh Sachdev Family Trust, seeking transition from 'Promoter & Promoter Group' category to 'Public' category shareholders.

The board's approval was based on specific rationale demonstrating reduced promoter involvement, including no direct or indirect control over company affairs, absence of influence on management decisions, no board representation, and termination of special rights through shareholder approval dated January 7, 2026.

Senior Management Appointment

Concurrently, the board appointed Ms. Priyanka Seth Wadhra as Chief Strategy Officer and Senior Managerial Personnel effective February 27, 2026, based on Nomination and Remuneration Committee recommendations.

Ms. Wadhra brings extensive expertise in Financial Control, Treasury Management, RBI Regulatory Reporting, and Investor Relations, with previous leadership roles at Arya.ag, Indifi Technologies, Clix Finance India, and Barclays.

Next Steps and Compliance

The company will undertake further steps for reclassification in due course, following stock exchange approval and subsequent shareholder approval in compliance with SEBI LODR Regulations. All documentation has been made available on the company website at www.fusionfin.com .