Fusion Finance Shareholders Approve Four Key Director Appointments

Fusion Finance Limited has announced the successful approval of four significant resolutions through a postal ballot voting process, marking a pivotal moment in the company's governance structure.

Board Composition Changes

The shareholders of Fusion Finance have given their nod to the following appointments:

Mr. Sanjay Garyali (DIN:11046442) as Director and Whole-time Director
Mr. Rajeev Sardana (DIN:06648276) as Non-Executive Independent Director
Mr. Hemant Omprakash Mundra (DIN:08192978) as Non-Executive Director

These appointments, along with the fixation of remuneration for Mr. Garyali and Mr. Sardana, were passed with overwhelming support from the shareholders.

Voting Process and Results

The postal ballot was conducted through remote e-voting, with a total of 86,402 shareholders on the record date of September 12, 2025. The voting process concluded on October 19, 2025, and the results were scrutinized by CS Harish Kumar of Harish Popli And Associates.

Here's a breakdown of the voting results:

Resolution	Type	Votes in Favor (%)	Votes Against (%)
Appointment of Sanjay Garyali as Director	Ordinary	99.998	0.002
Appointment of Sanjay Garyali as Whole-time Director	Special	96.357	3.643
Appointment of Rajeev Sardana as Non-Executive Independent Director	Special	99.998	0.002
Appointment of Hemant Omprakash Mundra as Non-Executive Director	Ordinary	99.998	0.002

Shareholder Participation

The e-voting saw active participation from shareholders across different categories:

Promoter and Promoter Group: 99.9986% of their votes were polled
Public Institutions: 79.8738% of their votes were polled
Public Non-Institutions: 1.3393% of their votes were polled

Compliance and Transparency

Fusion Finance Limited has ensured compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Companies Act, 2013. The company has submitted the voting results and the scrutinizer's report to the stock exchanges, maintaining transparency in its corporate governance practices.

The successful passing of these resolutions indicates strong shareholder confidence in the proposed changes to Fusion Finance's board structure. These appointments are expected to bring fresh perspectives and expertise to guide the company's future strategies and operations.

As Fusion Finance moves forward with its new leadership appointments, stakeholders will be keen to observe how these changes may influence the company's direction and performance in the evolving financial services landscape.

1 Day	5 Days	1 Month	6 Months	1 Year	5 Years
-0.07%	+0.79%	-4.56%	+8.09%	-5.92%	-42.07%

Fusion Finance , a prominent player in the financial sector, is currently embroiled in a significant tax dispute with the Income Tax Department. The company has received intimations regarding two income tax appeals filed by the Income Tax Officer (ITO) with the Income Tax Appellate Tribunal (ITAT) in New Delhi. These appeals challenge previous orders that had deleted tax demands totaling Rs 27.8 crore across two assessment years.

Breakdown of Disputed Tax Demands

The disputed tax demands for Fusion Finance are as follows:

Assessment Year	Tax Liability (Rs Crore)	Interest (Rs Crore)	Total Disputed Amount (Rs Crore)
2020-21	9.55	7.07	16.62
2021-22	7.10	4.08	11.18
Total	16.65	11.15	27.80

Nature of the Dispute

The core of the dispute revolves around the alleged non-deduction or lower deduction of tax on interest payments made to foreign Non-Convertible Debenture (NCD) holders. The tax authority contends that:

Fusion Finance should be treated as 'deemed to be an assessee in default'.
The interest payments should attract a 20% withholding tax (plus cess and surcharge) under section 196D read with section 115AD of the Income Tax Act.
This is in contrast to the 5% (plus cess and surcharge) already withheld by the company under section 194LD of the Act.

Previous Proceedings and Current Status

Fusion Finance had successfully appealed against earlier orders, resulting in the deletion of the tax demands.
The Income Tax Officer has now challenged these favorable decisions before the tribunal.
The company received intimations of these appeals on October 16, 2025, as disclosed in their latest LODR (Listing Obligations and Disclosure Requirements) filings.

Potential Impact

While the outcome of these appeals remains uncertain, the disputed amount of Rs 27.8 crore represents a significant financial consideration for Fusion Finance. The resolution of this case could have implications not only for the company but potentially for other firms in the financial sector dealing with similar tax issues related to foreign NCD holders.

As the case progresses through the Income Tax Appellate Tribunal, investors and industry observers will be keenly watching for the final verdict and its potential ramifications on Fusion Finance's financial position and the broader interpretation of tax laws for similar financial instruments.