Fusion Finance Limited received reclassification requests from three promoter group shareholders on February 21, 2026, seeking to change their status from 'Promoter and Promoter Group' to 'Public' category. The requesting entities hold a combined 45,34,863 shares (2.80% of total equity), led by Mr. Devesh Sachdev with 44,24,363 shares (2.73%). The reclassification requires Board, shareholder, and stock exchange approvals under SEBI regulations, with the Board set to consider these requests in its next meeting.
Fusion Finance Limited has received formal requests from three promoter group shareholders seeking reclassification from 'Promoter and Promoter Group' category to 'Public' category shareholders. The company informed stock exchanges about these requests on February 21, 2026, pursuant to Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Shareholders Seeking Reclassification
The reclassification requests were submitted by three entities from the promoter group, representing a combined shareholding of 45,34,863 equity shares. The details of their shareholdings are presented below:
Shareholder: Category: Number of Shares: Shareholding (%): Mr. Devesh Sachdev Promoter 44,24,363 2.73 Ms. Mini Sachdev Promoter Group 1,09,500 0.07 M/s. Devesh Sachdev Family Trust Promoter Group 1,000 0.00
Regulatory Requirements and Process
Under Regulation 31A of the SEBI LODR Regulations, the reclassification process requires multiple levels of approval. The requests must receive approval from the Board of Directors and shareholders of the company, along with requisite approvals from the National Stock Exchange of India Limited and BSE Limited. The Board of Directors will consider these requests in its next meeting.
Compliance Confirmations
The requesting shareholders have provided comprehensive undertakings confirming their compliance with regulatory requirements. Key confirmations include that they do not hold more than ten percent of total voting rights, do not exercise control over company affairs, have no special rights through formal or informal arrangements, and are not represented on the board of directors. They have also confirmed they do not act as key managerial persons and are not wilful defaulters as per Reserve Bank of India guidelines.
Additional Commitments
The shareholders have committed to continue complying with specific conditions mentioned in Regulation 31A(3) of SEBI LODR Regulations at all times from the date of reclassification. They have also agreed to comply with certain conditions for a period of not less than three years from the date of reclassification. Additionally, they have confirmed they will not vote on the resolution for their own reclassification.
Corporate Disclosure
Fusion Finance Limited, formerly known as Fusion Micro Finance Limited, has made this information available on its website at www.fusionfin.com . The company's shares are listed on NSE under the symbol FUSION and on BSE under scrip codes 543652, 977381, and 977412. The formal intimation was signed by Vikrant Sadana, Company Secretary & Compliance Officer, from the company's Gurugram office.
Fusion Finance Limited has submitted its monitoring agency report for the quarter ended December 31, 2025, in compliance with Regulation 32(6) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The report was prepared by CRISIL Ratings Limited, the appointed monitoring agency, and has been considered by the company's Audit Committee in its meeting held on February 6, 2026.
Rights Issue Details and Fund Collection Status
The company conducted a rights issue during April 15-25, 2025, raising funds through the issuance of partly paid-up equity shares. The monitoring report reveals comprehensive details about the fund collection and deployment status.
Parameter: Amount (Rs crore) Total Issue Size: 799.86 Amount Received (as of Dec 31, 2025): 795.23 Outstanding Balance: 4.63 Net Proceeds (after issue expenses): 783.34 Issue Expenses: 16.52
The rights issue involved 6,10,58,392 partly paid-up equity shares at Rs 131.00 per share, with Rs 65.50 paid on application and the balance Rs 65.50 payable through calls by March 31, 2027.
Fund Utilization Status for Q3FY26
The monitoring report indicates no utilization of rights issue proceeds during the quarter ended December 31, 2025. The funds are earmarked for augmenting the capital base to meet future capital requirements arising from business growth and regulatory compliance.
Object: Proposed Amount (Rs crore) Utilized (Beginning) Utilized (Quarter) Unutilized Balance Augmenting Capital Base: 783.34 382.41 Nil 400.93 Issue Expenses: 16.52 Nil Nil 16.52 Total: 799.86 382.41 Nil 417.45
Deployment of Unutilized Proceeds
The unutilized rights issue proceeds totaling Rs 412.82 crore are currently deployed in designated monitoring and allotment accounts to ensure proper tracking and compliance.
Account Type: Amount (Rs crore) Axis Bank Rights Issue Monitoring Account: 17.52 Rights Issue Allotment Account: 395.30 Total Deployed: 412.82
The monitoring account balance includes Rs 16.52 crore earmarked for issue expenses and Rs 1.00 crore allocated for business expansion purposes.
Regulatory Compliance and Monitoring Framework
The report confirms compliance with SEBI regulations, with no deviations reported from the disclosed objects in the offer document. CRISIL Ratings Limited continues to monitor the utilization based on management undertakings, statutory auditor certificates issued by M/s B.K. Khare & Co., Chartered Accountants, and bank statements. The company maintains that the funds will support its microfinance operations and ensure compliance with capital adequacy requirements as the loan portfolio expands.
The balance amount of Rs 4.63 crore is expected to be recovered through subsequent reminder calls as per the offer document terms and board decisions, with a final deadline of March 31, 2027. The report was signed by Shounak Chakravarty, Director, Ratings (LCG) at CRISIL Ratings Limited, and submitted to stock exchanges by Company Secretary Vikrant Sadana.
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