Fusion Finance Limited (formerly known as Fusion Micro Finance Limited) held its Board of Directors meeting on May 15, 2026, wherein the board approved the Standalone Audited Financial Results for the quarter and financial year ended March 31, 2026. The audit was conducted by M/s. B.K. Khare & Co., Chartered Accountants, who issued an unmodified opinion on the financial results. The meeting commenced at 4:00 PM and concluded at 6:40 PM at Gurugram. In compliance with Regulation 47 and 52(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company subsequently published the audited financial results in Financial Express and Jansatta on May 16, 2026. The Trading Window of the company, which was closed with effect from April 1, 2026, shall reopen on May 18, 2026, being 48 hours after the declaration of the audited financial results.

Financial Performance Overview

Fusion Finance reported a significant turnaround in profitability for the full financial year, posting a net profit after tax of ₹13.85 crore compared to a net loss of ₹1,224.54 crore in the previous year. For the quarter ended March 31, 2026, the company recorded a net profit of ₹114.19 crore against a net loss of ₹164.56 crore in the corresponding quarter of the prior year. The improvement was driven by a sharp reduction in impairment on financial instruments and lower finance costs. The following table presents the key financial highlights:

Balance Sheet and Key Ratios

As at March 31, 2026, the company's total assets stood at ₹8,294.80 crore, marginally higher than ₹8,292.67 crore as at March 31, 2025. Total equity improved to ₹2,455.93 crore from ₹1,643.33 crore, supported by the Rights Issue proceeds. Cash and cash equivalents rose significantly to ₹1,874.84 crore from ₹783.05 crore. The company's asset quality showed improvement with Gross Stage III at 3.21% and a Provision Coverage Ratio of 84.44%. The Debt Equity Ratio improved to 2.27 times from 3.90 times in the prior year.

Cash Flow Highlights

For the year ended March 31, 2026, the company generated net cash flow from operating activities of ₹1,146.25 crore, compared to ₹1,447.88 crore in the prior year. Net cash flow from investing activities stood at ₹12.17 crore. Net cash used in financing activities was ₹66.63 crore, compared to ₹2,213.92 crore in the prior year. The net increase in cash and cash equivalents for the year was ₹1,091.79 crore, with closing cash and cash equivalents at ₹1,874.84 crore.

Rights Issue and Capital Position

Pursuant to the Board approval dated December 04, 2024, the company completed a Rights Issue for an amount of ₹799.86 crore. The Rights Issue Committee approved the allotment of 6,10,58,392 equity shares at a price of ₹131 per equity share (including a premium of ₹121 per equity share). Of the total amount called up, the company received full consideration on 6,06,66,304 shares. The utilisation of Rights Issue proceeds is summarised below:

The company also noted that borrowings amounting to ₹101.64 crore breached various financial covenants as on March 31, 2026, making them repayable on demand. Extensions have been obtained from lenders for borrowings aggregating ₹37.95 crore, and discussions are ongoing with remaining lenders. The company holds cash, cash equivalents, and liquid assets aggregating ₹1,913.03 crore as at March 31, 2026.

Loan Transfers During the Quarter

During the quarter ended March 31, 2026, the company transferred loans not in default through assignment under applicable RBI directions. The details are as follows:

The company has not transferred any non-performing assets, acquired any loans through assignment, or acquired any stressed loans during the quarter.

New Labour Codes Impact

On November 21, 2025, the Government of India notified four Labour Codes consolidating twenty-nine existing labour laws into a unified framework. Based on its assessment, the company recognised an increase in gratuity liability due to past service cost of ₹4.78 crore and an increase in leave liability of ₹2.13 crore, both recognised under employee benefit expenses for the year ended March 31, 2026. The company continues to monitor the finalisation of Central and State Rules and will reflect any additional impact as appropriate.

Other Board Approvals

In addition to the financial results, the Board also approved the re-appointment of Mr. Sanjay Garyali as Managing Director & CEO, who retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment, subject to shareholder approval. Mr. Garyali has over 29 years of experience in the finance industry and was appointed CEO in March 2025, before being re-designated as Managing Director & CEO in September 2025.

The Board further approved the issuance and allotment of 10,00,000 equity shares to the Fusion Employees Benefit Trust under the Fusion Employee Stock Option Plan 2023 (ESOP 2023) on May 15, 2026. Post this allotment, the total issued share capital of the company stands at ₹1,62,88,62,330, comprising 16,30,82,277 equity shares. The allotted shares rank pari-passu with existing shares of the company. The exercise prices for the allotted shares ranged from ₹147.51 to ₹195.73 per share across various tranches.

Auditor's Declaration

Pursuant to Regulation 33(3)(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s. B.K. Khare & Co., Chartered Accountants (Firm Registration Number: 105102W), issued an Unmodified Audit Report on the Standalone Audited Financial Results for the financial year ended March 31, 2026. The auditors noted that the predecessor auditors, Deloitte Haskins & Sells, had issued a modified opinion for the comparative period ended March 31, 2025, relating to the evaluation of Expected Credit Loss allowances for prior periods. The current auditors' opinion is not modified in respect of these matters. The results are also available on the company's website at www.fusionfin.com .

Fusion Finance Limited (formerly known as Fusion Micro Finance Limited) has disclosed the grant of 1,50,000 (One Lakh Fifty Thousand) stock options to eligible employees under the Fusion Employee Stock Option Plan 2023 (ESOP 2023). The Nomination and Remuneration Committee approved this grant on Friday, May 15, 2026, pursuant to Regulation 30 and Regulation 51 read with Schedule III of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The disclosure was made in accordance with SEBI Circular No. SEBI/HO/49/14/14(7)2025-CFD-POD2/I/3762/2026.

Key Details of the Stock Option Grant

The grant covers a total of 1,50,000 equity shares and has been priced using the closing market price on the National Stock Exchange of India Limited on May 14, 2026. The scheme is compliant with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The following table summarises the key parameters of the grant:

Vesting and Exercise Terms

The stock options granted under ESOP 2023 are subject to a structured vesting schedule. The options shall vest not before 1 year from the Grant Date and not after the maximum Vesting Period as prescribed under ESOP 2023. Once vested, eligible employees will have an exercise period of 8 (Eight) years from the date of vesting to exercise their options. No options have been exercised, lapsed, or varied as part of this grant, and there are no subsequent changes, cancellations, or diluted earnings per share implications reported at this stage.

Regulatory Disclosure

The disclosure was made by Vikrant Sadana, Company Secretary & Compliance Officer of Fusion Finance Limited, and has been submitted to both the National Stock Exchange of India Limited and BSE Limited in accordance with applicable SEBI regulations. A copy of the communication is also available on the company's official website at www.fusionfin.com .