Summary of Board Meeting Outcomes

The Board of Directors of Fusion CX Limited held a meeting on November 13, 2026, which commenced at 7:40 PM IST and concluded at 9:50 PM IST. The following items were approved:

1. Un-audited Financial Results

Based on the Audit Committee's recommendation, the Board approved the Un-audited Financial Results (Standalone and Consolidated) for the quarter and half-year ended September 30, 2026. The results were prepared in accordance with Ind AS 34 and Regulation 33 of the SEBI Listing Regulations. The statutory auditors, M S K C & Associates LLP, issued an unmodified review conclusion.

2. Recommendation of Final Dividend

The Board recommended a final dividend of ₹0.75 per equity share (face value ₹1 each), amounting to 75%, for the financial year ended March 31, 2026. This dividend is subject to approval by members at the ensuing Annual General Meeting (AGM). If declared, the dividend will be paid within 30 days from the AGM date.

3. Record Date for Dividend

The Company fixed Friday, November 27, 2026, as the Record Date to determine members eligible for the final dividend, pursuant to Regulation 42 of the SEBI Listing Regulations.

4. Ratification of ESOP Scheme 2023

Based on the Nomination and Remuneration Committee's recommendation, the Board approved and recommended for member approval (via special resolution) the ratification of the "Fusion CX Limited – Employee Stock Option Scheme 2023" (ESOP Scheme), as amended, in accordance with the Companies Act, 2013, and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

5. Appointment of Statutory Auditor

Based on the Audit Committee's recommendation, the Board approved and recommended the appointment of M/S Price Waterhouse & Co Chartered Accountants LLP as the Statutory Auditor for a term of five consecutive years, effective from FY 2026-27 to FY 2030-31, subject to member approval at the AGM.

6. Appointment of Secretarial Auditor

The Board approved and recommended the appointment of CS Pravin Kumar Drolia, Practising Company Secretary, as the Secretarial Auditor for a term of five consecutive financial years from 2026-27 to 2030-31, subject to member approval at the AGM, in terms of Regulation 24A of the SEBI Listing Regulations.

7. Appointment of Additional Directors

Upon the recommendation of the Nomination and Remuneration Committee, the Board approved the appointment of the following as Additional Directors, effective November 13, 2026, subject to member approval:

  • Mr. Rakesh Sony (DIN: 00363053) as Non-Executive Independent Director.
  • Mr. Narayanan Subramaniam (DIN: 00166621) as Non-Executive Independent Director.
  • Mr. Andrew Jay Wilmott (DIN: 12047388) as Non-Executive Non-Independent Director.

The appointments are subject to approval under Regulation 17(1C) of the SEBI Listing Regulations.

Detailed Financial Results

Standalone Financials (INR Million)

Statement of Assets and Liabilities as at September 30, 2026:

  • Total Assets: 3,149.05 (vs. 2,793.09 as of March 31, 2026)
  • Total Equity: 1,198.20 (vs. 989.97)
  • Total Liabilities: 1,950.85 (vs. 1,803.12)

Income Statement for Q2 (Quarter Ended September 30, 2026):

  • Revenue from Operations: 740.19
  • Other Income: 19.02
  • Total Income: 759.21
  • Employee Benefits Expense: 503.74
  • Finance Cost: 29.62
  • Depreciation & Amortization: 30.31
  • Other Expenses: 111.98
  • Total Expenses: 675.65
  • Profit Before Tax: 83.56
  • Total Tax Expense: 5.99
  • Profit After Tax: 77.57
  • Earnings Per Share (Basic): ₹0.61 (not annualized)

Income Statement for H1 (Half-Year Ended September 30, 2026):

  • Revenue from Operations: 1,426.54
  • Other Income: 33.23
  • Total Income: 1,459.77
  • Total Expenses: 1,292.34
  • Profit Before Tax: 167.43
  • Total Tax Expense: 18.08
  • Profit After Tax: 149.35
  • Earnings Per Share (Basic): ₹1.18 (not annualized)

Cash Flow Statement for H1 (Half-Year Ended September 30, 2026):

  • Net Cash from Operating Activities: (72.15)
  • Net Cash from Investing Activities: (74.18)
  • Net Cash from Financing Activities: 188.50
  • Net Increase in Cash: 42.17
  • Cash & Equivalents at Period End: 45.13

Consolidated Financials (INR Million)

Statement of Assets and Liabilities as at September 30, 2026:

  • Total Assets: 16,134.19 (vs. 14,014.05 as of March 31, 2026)
  • Total Equity: 6,785.93 (vs. 5,606.84)
  • Total Liabilities: 9,348.26 (vs. 8,407.21)
  • Goodwill: 5,532.06 (vs. 3,604.38)

Income Statement for Q2 (Quarter Ended September 30, 2026):

  • Revenue from Operations: 5,252.86
  • Other Income: 150.39
  • Total Income: 5,403.25
  • Employee Benefits Expense: 3,613.84
  • Finance Cost: 97.53
  • Depreciation & Amortization: 244.03
  • Other Expenses: 812.92
  • Total Expenses: 4,768.32
  • Profit Before Tax: 634.93
  • Total Tax Expense: 48.60
  • Profit After Tax: 586.33
  • Earnings Per Share (Basic): ₹4.64 (not annualized)

Income Statement for H1 (Half-Year Ended September 30, 2026):

  • Revenue from Operations: 10,157.70
  • Other Income: 284.02
  • Total Income: 10,441.72
  • Total Expenses: 9,178.64
  • Profit Before Tax: 1,263.08
  • Total Tax Expense: 120.59
  • Profit After Tax: 1,142.49
  • Earnings Per Share (Basic): ₹9.04 (not annualized)

Cash Flow Statement for H1 (Half-Year Ended September 30, 2026):

  • Net Cash from Operating Activities: 1,329.43
  • Net Cash from Investing Activities: (1,640.07)
  • Net Cash from Financing Activities: (236.68)
  • Net Decrease in Cash: (547.32)
  • Cash & Equivalents at Period End: 585.95

Notes to Financial Results

1. The financial results were prepared in accordance with Ind AS and SEBI Listing Regulations, reviewed by the Audit Committee, and approved by the Board on November 13, 2026.

2. Subsequent to the quarter ended September 30, 2026, the Company completed its Initial Public Offering (IPO) on October 22, 2026, through a Fresh Issue of 17,301,038 shares and an Offer for Sale of 6,989,618 shares (face value ₹1 per share) at a premium of ₹288 per share, amounting to ₹7,020 million.

3. The Company is primarily engaged in technology-enabled customer experience (BPO and customer service) with no separate reportable segments per Ind AS 108.

4. During the quarter, the Company acquired Fusion BPO Services Limited (UK) from its subsidiary O'currance Inc for USD 20,530 (INR 1.98 million), making it a direct subsidiary.

5. During the quarter, 727,871 Employee Stock Options were exercised (face value ₹1 per share) at premiums of ₹59 and ₹61 per share, amounting to ₹44.96 million. ₹0.73 million was adjusted to Equity Share Capital and ₹44.23 million to Reserves and Surplus.

6. The Group acquired VA Platinum, an Australian offshore staffing provider, for USD 19.11 million (INR 1,822.33 million) during the quarter, resulting in goodwill recognition of INR 1,862.02 million.

7. Subsequent to the quarter, Fusion BPO Services Limited (UK) agreed to acquire 100% of three German companies (Impacx Solutions GmbH, Tel-Inform Solutions GmbH, Impacx Services GmbH) for a base purchase consideration of EUR 2 million (INR 208.30 million) and a maximum contingent earn-out of EUR 1.20 million (INR 124.80 million). The acquisition is expected to be completed by November 30, 2026.

8. The financial results for previous periods (Q2 FY26 and H1 FY26) were derived from Special Purpose Ind AS Interim Financial Statements prepared for the IPO and were subject to audit under SA 800.

Annexure Details

Annexure B: Appointment of Statutory Auditor

  • Name: M/s Price Waterhouse & Co Chartered Accountants LLP
  • Firm Registration No.: 304026E/E300009
  • Reason: End of tenure of the existing auditor.
  • Term: Five consecutive years from FY 2026-27 to FY 2030-31, subject to member approval.
  • Profile: A firm of Chartered Accountants established in 1991, with 17 branch offices in India and over 120 Assurance Partners.

Annexure C: Appointment of Secretarial Auditor

  • Name: CS Pravin Kumar Drolia (Membership No. F2366)
  • Reason: Appointment as required under Section 204 of the Companies Act, 2013, and Regulation 24A of SEBI Listing Regulations.
  • Term: Five consecutive financial years from 2026-27 to 2030-31, subject to member approval.

Annexure D: Appointment of Mr. Rakesh Sony

  • Role: Additional Director (Non-Executive Independent Director)
  • DIN: 00363053
  • Term: November 13, 2026, to November 12, 2031, subject to member approval via special resolution.
  • Profile: Over 25 years of experience in investment banking, private equity, and corporate leadership. Currently Group Corporate Director at The Times Group.

Annexure E: Appointment of Mr. Narayanan Subramaniam

  • Role: Additional Director (Non-Executive Independent Director)
  • DIN: 00166621
  • Term: November 13, 2026, to November 12, 2031, subject to member approval via special resolution.
  • Profile: Seasoned investment professional with over three decades of experience. Former CEO of First India Asset Management and Founding Chairman of the Venture Capital Association of India (VCAI).

Annexure F: Appointment of Mr. Andrew Jay Wilmott

  • Role: Additional Director (Non-Executive Non-Independent Director)
  • DIN: 12047388
  • Term: Fixed term, liable to retire by rotation, subject to member approval via ordinary resolution.
  • Profile: President – Telecom and Utilities, and Healthcare of the Fusion CX Group. Over 23 years of experience, associated with the Company since November 28, 2022.

Signatories and Contact

  • The disclosure was signed by Barun Singh, Company Secretary and Compliance Officer.
  • The financial statements were signed by Pankaj Dhanuka, Chairman and Managing Director.
  • The auditor's review report was signed by Dipak Jaiswal of M S K C & Associates LLP.