Fusion Finance CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 2 May 2026, 8 fund houses

• To consider and approve the appointment of Mr. Brahmanand Hegde (DIN: 02984527) as Non-Executive Independent Director of the Company and fixation of remuneration

  8 for0 against
• To consider and approve the appointment of Ms. Remika Agarwal (DIN: 09438221) as Non Executive Non-Independent Director of the Company

  8 for0 against

Mutual fund votes, meeting of 7 Jan 2026, 7 fund houses

• To Consider and approve the amendment in Articles of Association (“AOA”) of the Company.

  7 for0 against
• To consider and approve the appointment of Mr. Sanjay Garyali (DIN: 11046442) as Managing Director of the Company.

  ›Against Motilal Oswal Mutual Fund

  • Motilal Oswal Mutual FundCompliant with Law. No issues on merit of appointee. Governance & Transparency Concern: Proposed remuneration terms allow variable pay even in cases of loss/inadequacy of profits, the annual increments placed at up to 20% appearing to be on the higher side considering the performance of the Company and neither the variable pay nor the annual increments is linked to pre-determined measurable performance targets. Further, no details regarding potential ESOP grants nor cap placed on potential ESOP related expenses. The disclosures pertaining to reasons for loss, steps taken for improvement and expected increase in profits are also generic in nature.

  6 for1 against

Mutual fund votes, meeting of 19 Oct 2025, 6 fund houses

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• To consider and approve the appointment of Mr. Sanjay Garyali (DIN:11046442) as a Director of the Company

  5 for0 against
• To consider and approve the appointment of Mr. Sanjay Garyali (DIN:11046442) as a Whole-Time Director of the Company and fixation of remuneration

  ›Against Aditya Birla Sun Life Mutual Fund, Bandhan Mutual Fund, Motilal Oswal Mutual Fund

  • Aditya Birla Sun Life Mutual FundWhile we support Sanjay Garyali’s appointment as Whole Time Director, we do not support the resolution because of the open-ended remuneration structure. The cash pay is not expected to exceed Rs. 45.0 mn per annum, however, there is no clarity on the stock options that he is eligible to receive. The resolution gives flexibility to the board to decide the stock options, without any tangible contours. As a result, we are unable to estimate the proposed remuneration. Since we do not have sufficient information to make an informed decision, we do not support the resolution. Additionally, the company must disclose the basis on which the performance pay will be made (in terms of targets to be achieved). We do not support the resolution.
  • Bandhan Mutual Fund, Motilal Oswal Mutual FundCompliant with Law. Governance & Transparency Concern: Proposed remuneration terms allow variable pay even in cases of loss/inadequacy of profits, the annual increments placed at up to 20% appearing to be on the higher side considering the performance of the Company and neither the variable pay nor the annual increments is linked to pre-determined measurable performance targets. Further, no details regarding potential ESOP grants nor cap placed on potential ESOP related expenses. The disclosures pertaining to reasons for loss, steps taken for improvement and expected increase in profits are also generic in nature

  2 for3 against
• To appoint Mr. Rajeev Sardana (DIN:06648276) as Non-executive Independent Director of the Company and fixation of remuneration

  6 for0 against
• To appoint Mr. Hemant Omprakash Mundra (DIN:08192978) as Non-executive Director of the Company

  6 for0 against

Mutual fund votes, meeting of 22 Jul 2025, 6 fund houses

• To consider and adopt the audited financial statements for the Financial Year ended March 31, 2025 and the report of the Board of Directors and auditors thereon.

  ›Against Aditya Birla Sun Life Mutual Fund, Bandhan Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Aditya Birla Sun Life Mutual FundWe have relied upon the auditors’ report that has a qualified opinion on the financial statements and the internal financial controls. As per the auditors, the Company has not evaluated whether any of expected credit allowances recognized as on 31 March 2025 should have been recognized in any of the prior period because of limitations in objectively determining information relating to assumptions and circumstances as it existed in those prior periods. As a result, the Company has concluded that it was impracticable to evaluate and determine any amounts for retrospective recognition and measurement in those prior periods. In the absence of sufficient and appropriate evidence, the auditors are unable to comment on the Company’s basis of impracticability to evaluate and determine whether any retrospective adjustment should have been made to previously reported amounts. The auditors’ report has also highlighted material uncertainty regarding the going concern of the company as the company had breached financial covenants aggregating to Rs. 47.6 bn. The Company’s ability to continue as a going concern is dependent on obtaining waivers from demand by lenders for immediate repayment of borrowings for a period of at least twelve months from 31 March 2025; and / or securing sufficient funds through other sources. Since the auditor’s opinion is qualified, we do not support the resolution.
  • Bandhan Mutual Fund, Motilal Oswal Mutual FundQualified Financial Statements. Governance Concerns: Inadequate disclosures on whether the present ECL model and remedial actions taken are effective and adequate to address the credit risks identified. Inadequate disclosures have been made on the covenants breached, the reasons behind the same and why existing assets, net of impairment, couldn’t be used towards borrowing repayment. Further, with prevailing uncertainty over the impact of risks identified on loan recovery and rising stage III loans, the Company should address the potential impact on the existing loan portfolio of the Company. Past ECL allowances and Loan write-offs also raises questions over the credit underwriting undertaken by the Company. These observations raise concerns on going concern position of the Company.
  • Nippon India Mutual FundQualified Financial Statements. Transparency concern: No adequate disclosure

  2 for4 against
• To re-appoint Mr. Devesh Sachdev, Managing Director (DIN: 02547111), who retires by rotation and being eligible, offers himself for re-appointment.

  ›Against Motilal Oswal Mutual Fund

  • Motilal Oswal Mutual FundCompliant with Law. Governance Concerns: Appointee holds combined position of Chairman & Managing Director, which may lead to concentration of power in the hands of a single individual. Concerns over his performance of duties as the Managing Director of the Company on account of governance issues prevailing on account of material weaknesses in internal financial controls and uncertainty over the going concern position of the Company.

  5 for1 against
• To consider and appoint M/s BK Khare & Co., Chartered Accountants (Firm Registration No. 105102W), as Statutory Auditors of the Company and to fix their remuneration.

  6 for0 against
• To consider and approve the amendment in Articles of Association (AOA) of the Company.

  6 for0 against
• To Consider and appoint M/S. Navneet K Arora & Co LLP, Practicing Company Secretaries as Secretarial Auditor of the Company and to fix their Remuneration.

  ›Against Motilal Oswal Mutual Fund

  • Motilal Oswal Mutual FundCompliant with law. No concern on the merits of proposed Auditors. Transparency Concern: Audit fee of outgoing Auditors not disclosed, hence, shareholders cannot ascertain if there exists material change in the Audit fee proposed when compared to fee paid to outgoing auditors.

  5 for1 against
• Approval of waiver of the recovery of managerial remuneration, which is in excess of the limits prescribed under section 197 of the Companies Act, 2013 read with Schedule V to the Companies Act, 2013, paid / payable to Mr. Devesh Sachdev (DIN: 02547111), Managing Director of the Company for the Financial Year 2024-25.MoreLess

  ›Against Aditya Birla Sun Life Mutual Fund, Bandhan Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Aditya Birla Sun Life Mutual FundDevesh Sachdev was paid Rs. 59.2 mn in FY25 including variable pay of Rs. 26.4 mn for FY24. During FY25, Fusion Finance’s financial performance was adversely impacted on account of rising delinquencies thereby impacting asset quality and profitability. In FY25 the microfinance industry including the company was impacted by factors such as over leveraging of borrowers, regulatory changes, and attritions at field level. The company is seeking a waiver for the recovery of excess remuneration of Rs. 45.8 mn paid to Devesh Sachdev in FY25. The excess remuneration resulted from the company reporting a loss for the year, which caused his remuneration to exceed the statutory limits. The company’s performance in FY25 has been poor and the auditors have qualified their report and raised concerns over the company being a going concern. Several financial covenants have been breached in FY25. Given this context of the company’s performance, we believe the proposed remuneration is high. According to the FY25 annual report, Devesh Sachdev’s remuneration increased by 11% in FY25, while median employee remuneration increased by 9.91%: in the context of the company’s performance, the board must explain the rationale for a higher increase in remuneration at leadership levels. The board has also not disclosed how it has benchmarked Devesh Sachdev’s remuneration. We note that the audit committee’s approval for Devesh Sachdev’s remuneration was sought post-facto, instead of seeking prior approval. We are unable to support the proposed remuneration.
  • Bandhan Mutual Fund, Motilal Oswal Mutual FundCompliant with Law. Governance Concerns: Concerns raised in Resolution #2 above. Remuneration proposed to be waived for FY 2024-25 and payable during FY 2025-26, appears excessive considering the financial performance of the Company. Minimum remuneration payable includes variable pay i.e. bonus when the Company’s performance is negatively impacted.
  • Nippon India Mutual FundGovernance Concerns: Concerns raised in Resolution #2 above.

  2 for4 against
• Approval of payment of remuneration to Mr. Devesh Sachdev (DIN: 02547111), Managing Director of the Company for FY 2025-26.

  ›Against Aditya Birla Sun Life Mutual Fund, Bandhan Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Aditya Birla Sun Life Mutual FundThrough resolution #7, the company seeks approval for Devesh Sachdev’s FY26 remuneration in excess of regulatory limits: his FY26 remuneration is capped at Rs. 60.0 mn. However, given the challenges faced by the industry and factoring the material weaknesses highlighted by auditors, we do not support the approval of remuneration in advance of seeing the company’s performance. In the past, Devesh Sachdev’s remuneration has not been aligned to company performance. Further, we recognize that Devesh Sachdev will eventually step down from his role as Managing Director and become the company’s non-executive Chairperson – given the impending role change, we do not support the approval of remuneration in advance. The board must seek a waiver of remuneration, if required, after the close of the FY26 financial year’s performance.
  • Bandhan Mutual Fund, Motilal Oswal Mutual FundCompliant with Law. Governance Concerns: Concerns raised in Resolution #2 above. Remuneration proposed to be waived for FY 2024-25 and payable during FY 2025-26, appears excessive considering the financial performance of the Company. Minimum remuneration payable includes variable pay i.e. bonus when the Company’s performance is negatively impacted.
  • Nippon India Mutual FundGovernance Concerns: Concerns raised in Resolution #2 above.

  2 for4 against
• Approval of the payment of remuneration to Mr. Puneet Gupta (DIN: 02728604), Independent Director of the Company.

  6 for0 against
• Approval of the payment of remuneration to Ms. Namrata Kaul (DIN:00994532), Independent Director of the Company.

  ›Against Aditya Birla Sun Life Mutual Fund, Bandhan Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Aditya Birla Sun Life Mutual FundMs. Namrata Kaul, 61, has experience across Treasury, Corporate Banking, Debt Capital markets and corporate finance in India and UK. She served as Managing Director of Deutsche Bank and led the bank’s corporate banking practice in India. She has been serving on the board since February 2020. Namrata Kaul is the Chairperson of the Audit Committee (AC) and Risk Management Committee (RMC). The statutory auditors have qualified the financial statements and internal financial controls because the company has not assessed whether any of the expected credit allowances recorded as of 31 March 2025 should have been recognized in earlier periods. This is due to limitations in objectively determining the assumptions and circumstances that existed in those earlier periods. Since there is not enough appropriate evidence, the auditors cannot comment on the company’s claim that it is impracticable to assess whether any past financial figures should have been adjusted. The auditors have also noted material weaknesses in the company’s internal financial controls. Several financial covenants were breached in FY25. Although the proposed remuneration is reasonable, we believe the audit committee bears responsibility and must address the statutory auditor’s concerns. Therefore, we do not support the remuneration payable to Namrata Kaul.
  • Bandhan Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: Auditors raised concern on Material Uncertainty related to going concern of the Company owing to financial disruption i.e. significant amount of loan impairments. As per SES, Ms. Kaul being Audit Committee Chairperson is equally responsible for the shareholders’ value loss cause by these material issues.
  • Nippon India Mutual FundGovernance Concern: Auditors raised concern on Material Uncertainty related to going concern of the Company owing to financial disruption i.e. significant amount of loan impairments.

  2 for4 against
• Approval of the payment of remuneration to Ms. Ratna Dharashree Vishwanathan (DIN: 07278291), Independent Director of the Company.

  ›Against Aditya Birla Sun Life Mutual Fund, Bandhan Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Aditya Birla Sun Life Mutual FundMs. Ratna Vishwanathan is the Chairperson of the NRC and has been its member since May 2018. We believe the NRC has failed to benchmark promoter remuneration in the context of the company’s performance. The NRC has approved waiver of recovery of excess remuneration of Rs. 45.8 mn to Devesh Sachdev, Managing Director in a year when the auditors have highlighted material weaknesses, the company has breached financial covenants and suffered asset quality deterioration and profitability challenges. The NRC has not disclosed how it has benchmarked compensation. We also note that Devesh Sachdev’s remuneration approval was sought from the audit committee post-facto and not in advance. We do not support the resolution.
  • Bandhan Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance and Transparency Concern: Did not attend the previous AGM despite being NRC Chairperson. It is not known whether any member of the committee was authorized to attend AGM on her behalf.
  • Nippon India Mutual FundProfile of the candidate

  2 for4 against

Mutual fund votes, meeting of 23 Apr 2025, 9 fund houses

• TO APPROVE THE AMENDEMENT OF FUSION EMPLOYEE STOCK OPTION PLAN 2023

  ›Against Aditya Birla Sun Life Mutual Fund, Angel One Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund

  • Aditya Birla Sun Life Mutual FundThe company proposes to increase the quantum of options under ESOP 2023 to 6.0 mn options from the current pool size of 1.0 mn options and increase the maximum vesting period to six years. The other amendments are embedding the company’s new name in the scheme, flexibility in the vesting conditions and regarding the lock-in period. While we recognise the proposed amendments are largely operational, we do not support the resolution. While the company has granted options at market price in the past under the scheme, there is no clarity on the exercise price of future grants. The nomination and remuneration committee has the flexibility to determine the exercise price which shall not be less than the face value of the shares. Given the current challenges of the micro finance industry, we believe there is a possibility that options can be granted at a significant discount to market price. We do not favour schemes where options are granted at a significant discount (>20%) to market price and make an exception where the vesting of such options is mandatorily performance linked.In the current case, the vesting of options shall primarily be based on continuous employment with the company and the NRC may determine certain performance criteria for vesting. However, such performance parameters, along with the targets, have not been articulated. In the absence of clarity on the exercise price of future grants and the flexibility extended to the NRC with respect to the vesting of options, we are unable to support the resolution.
  • Angel One Mutual Fund, Bandhan Mutual Fund, Groww Mutual FundNon-Compliant under SEBI SBEB Regulations: Non-Disclosure of Exercise Price / Pricing Formula; Absolute Discretion to NRC to determine Exercise Price.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundNon Compliant with Law.

  3 for6 against
• TO GRANT EMPLOYEE STOCK OPTIONS EQUAL TO OR EXCEEDING 1% OF THE ISSUED SHARE CAPITAL OF THE COMPANY TO IDENTIFIED EMPLOYEES OF THE COMPANY UNDER FUSION EMPLOYEE STOCK OPTION PLAN 2023

  ›Against Aditya Birla Sun Life Mutual Fund, Angel One Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund

  • Aditya Birla Sun Life Mutual FundThrough resolution #2, the company seeks to grant employee stock options equal to or exceeding 1% of the issued share capital to identified employees. A quantum greater than 1% of the issued capital of the company is large and we do not encourage such open-ended resolution without a cap on the grant to a specific employee. Further, we do not favour such ESOP schemes where the distribution is skewed towards specific employees. We believe ESOPs should motivate and reward a broad base of employees rather than disproportionately benefiting a small group. Further, our view on resolution #2 is linked to our view on resolution #1. We do not support the resolution.
  • Angel One Mutual FundTransparency Concern: Company has not disclosed details of identified employees for the grant of stock options >1% of paid-up capital. & Governance Concern: No cap on maximum number of options that can be granted per employee.
  • Bandhan Mutual Fund, Groww Mutual FundNon-Compliant under SEBI SBEB Regulations: Interlinked to resolution #1. Transparency Concern: Company has not disclosed details of identified employees for the grant of stock options >1% of paid-up capital. Governance Concern: No cap on maximum number of options that can be granted per employee.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundNon Compliant with Law.

  3 for6 against

Mutual fund votes, meeting of 30 Oct 2024, 9 fund houses

• TO INCREASE THE AUTHORIZED SHARE CAPITAL OF THE COMPANY AND ALTER THE CAPITAL CLAUSE OF MEMORANDUM OF ASSOCIATION OF THE COMPANY.

  9 for0 against
• TO APPOINT MR. PUNEET GUPTA (DIN: 02728604) AS NON-EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY.

  9 for0 against