Fusion CX Limited

The provided text discusses the Customer Experience (CX) industry, detailing how it involves strategies, tools, and processes to orchestrate, measure, and optimize every customer interaction across channels. Effective CX is crucial because it drives customer satisfaction, builds loyalty, and creates competitive advantages by focusing on end-to-end engagement rather than just cost efficiency. Consumer behavior is shifting towards demands for personalization, human-centric services, and the integration of AI. This transformation is leading to new service lines and technological advancements that redefine how businesses engage with customers.

The text discusses the rapid transformation of the Customer Experience (CX) industry, driven by technological advances and changing consumer behaviors. Key trends include the expansion into various sectors like e-commerce, social media engagement, and the growth of new industries such as education technology and telehealth. The industry is also seeing shifts towards digital-only CX models, the rise of Electric Vehicles (EVs) and IoT ecosystems, and the adoption of immersive technologies. Furthermore, the focus is shifting towards subscription models and modular, outcome-based service models.

The text discusses the growing importance of outsourced Customer Experience (CX) providers, highlighting how outsourcing offers benefits such as cost savings, scalability, and access to advanced technology. Outsourced contact centers provide industry-specific expertise, quality assurance, disaster recovery capabilities, and global reach through 24/7 support and multilingual services. The market analysis differentiates between in-house and outsourced models based on factors like market share, growth trends, deployment speed, technology access, scalability, and business continuity. Furthermore, the text details the global landscape of outsourced CX, showing how different regions like North America, EMEA, APAC, and LATAM play distinct roles in driving demand due to local market dynamics and delivery strategies.

The text discusses various aspects of the Customer Experience (CX) industry, focusing on channel evolution, market segmentation, and the role of outsourcing. It highlights that customer interaction channels are becoming integrated, emphasizing technology-driven innovation. Different industries face specific CX challenges and growth drivers, such as AI adoption, digital transformation, and the rise of new channels like social media and the metaverse. Furthermore, the text details trends in Mergers and Acquisitions (M&A) within the CX sector, noting how acquisitions are being used to build end-to-end solutions and expand global capabilities.

The text discusses the strategic role of Mergers and Acquisitions (M&A) in the Customer Experience (CX) industry, noting that such activities enable providers to scale rapidly, integrate advanced technologies like AI and automation, and offer seamless, omnichannel experiences across various sectors like BFSI, retail, and healthcare. The CX industry is highly competitive, and while integration challenges exist, they can be managed through specific planning. Digital CX involves using digital technologies to manage and enhance customer interactions across the entire customer life cycle, moving beyond traditional service to deliver personalized and contextually relevant experiences. Key digital CX components include various solutions such as cloud contact center platforms, automation techniques, advanced analytics, workforce management, and conversational AI/self-service tools. Furthermore, the market for outsourced digital CX is growing significantly, with projections indicating substantial market expansion.

The issuer, Fusion CX, operates in the outsourced CX industry, offering services across multiple channels including voice, email, chat, social media, and messaging, utilizing technology centrally in their service delivery model. They also provide AI Data Infrastructure Services, including data collection, annotation, and labeling, and teleoperations services. Fusion CX blends deep domain expertise with proprietary AI tools to enable intelligent, multilingual, and omnichannel engagement at scale through generative AI technologies. The company focuses on key verticals such as telecom, utilities, healthcare, BFSI, and retail, and serves a broad mix of clients, including Fortune 50, 500, and 1000 companies. Fusion CX has demonstrated an inorganic growth strategy through acquisitions and has a global workforce supporting customer interactions in numerous languages.

Fusion CX operates with a global delivery network spanning multiple geographies, including India, Morocco, The Philippines, Belize, Colombia, Jamaica, Canada, El Salvador, the US, and the UK, to provide digital transformation and operational efficiency services. The company supports clients across various sectors such as BFSI, healthcare, retail, and utilities and energy through this network of over 40 centers in 14 countries. Fusion CX's business model is closely aligned with publicly listed BPO & CX providers in Indian stock exchanges, which share regional advantages like a skilled workforce and cost-effective operations, but also face common regulatory and market challenges.

Fusion CX has a diversified global delivery footprint spanning the Americas, EMEA, and APAC regions, utilizing nearshore operations for multilingual support and onshore operations for cost-efficiency. The company serves a wide range of sectors, including telecom, retail, healthcare, BFSI, and high-tech growth. The analysis highlights that Fusion CX maintains a diversified revenue profile, which helps mitigate risk, and it is positioned for growth by capitalizing on demand for specialized CX outsourcing, multilingual support, and the integration of Generative AI tools. Key opportunities include expansion into high-growth verticals, leveraging its multilingual workforce for culturally contextualized support, and developing proprietary Gen AI solutions.

The company operates as a customer experience (CX) service provider offering services across various channels, including voice, email, chat, social media, and messaging, utilizing technology and AI infrastructure. They also provide AI Data Infrastructure Services such as data collection, annotation, and labeling, along with teleoperations services. The company blends domain expertise with proprietary AI tools to deliver intelligent, multilingual, and omnichannel engagement at scale. The business focuses on key verticals such as telecom, utilities, healthcare, life sciences (HTT), BFSI, and retail, leveraging deep domain specialization. The company has expanded its service portfolio through acquisitions and has built a multilingual, global delivery network across 13 countries with 40 delivery centers.

The company employs a delivery model utilizing onshore, nearshore, and offshore centers to provide cost-effective, quality solutions, supported by a global footprint for 24x7 customer support across 28 languages. Delivery centers are strategically located to offer cultural proximity while ensuring cost efficiencies and scalability, with flexible infrastructure, AI-backed technology, and cloud-based IT frameworks enabling seamless expansion and remote work. The company offers multichannel support through various communication channels, and its technology includes dialer systems, IT service management, workforce management tools, analytics, and cloud infrastructure. Furthermore, the company focuses on strategic R&D investments in automation and advanced CX management, and has acquired businesses to enhance capabilities in targeted industries like telecom, utilities, healthcare, retail, BFSI, and HTT.

The company focuses on providing end-to-end customer engagement solutions to help businesses achieve growth, improve service quality, and optimize operational efficiency. These services encompass customer acquisition, multichannel customer service, order fulfillment, payment collections, and customer retention efforts. The company emphasizes a strategic approach to its operations, including leveraging various delivery models (onshore, nearshore, offshore) to balance cost efficiency with service quality and regulatory compliance. Furthermore, the company is heavily investing in technology, particularly Generative AI, to enhance customer experiences and drive innovation.

The company offers a broad range of services spanning various industries, including digital and technology-driven businesses, and specialized support for financial sectors. Services include customer experience solutions, multilingual support, AI and automation solutions, and field services for KYC verification and back-office operations. They provide specialized data annotation, robot teleoperation, AI monitoring, and various support functions for telecom, utilities, fintech, e-commerce, and insurance sectors. Furthermore, they offer support for various financial products like cards, mortgages, and retail banking, ensuring compliance and efficiency.

The document details various outsourcing solutions provided across different retail sub-sectors, including consumer electronics, consumer packaged goods, cosmetics, apparel, nutritional supplements, and home improvement. These services cover multichannel customer service, order tracking, complaint resolution, and product information guidance. Furthermore, the document outlines healthcare outsourcing solutions for front-office and revenue cycle support, as well as support for healthcare payers and pharmacies. The text also describes technology offerings such as AI-driven solutions for customer interactions, including conversational AI, marketing automation, and intelligent process automation, alongside HR solutions like Mind WorkPlace for employee lifecycle management.

The company has experience partnering with a hotel brand to improve booking conversions by using an AI-powered accent harmonizer called MindSpeech, which addressed issues like background noise and accent clarity. The company developed the Arya suite, an AI-powered platform designed to transform delivery center operations, employee performance, and customer experience by integrating various AI capabilities. The Arya suite includes features such as real-time accent harmonization, seamless integration, background noise elimination, and global compatibility. The company operates a global delivery model across numerous countries and regions, utilizing various revenue models such as fixed fee, transaction-based pricing, outcome-based, and hybrid models.

The company shows significant revenue concentration in the telecom and other utilities sector, which contributed a substantial portion to its operations. The sales and marketing strategy involves a dual approach: acquiring new clients through 'Hunter Sales' and expanding services within existing accounts via account managers for cross-selling and upselling. The sales team is structured in a multi-tiered manner, including hunters, vertical sales specialists, and regional sales specialists. The company maintains a rigorous quality and risk management framework adhering to global standards, including various compliance certifications and robust incident response protocols. Furthermore, the company has established detailed HR frameworks for talent acquisition, employee engagement, learning and development, and workforce management.

The provided text details aspects related to competition within the outsourced Customer Experience (CX) industry, categorizing providers into several types based on their size and focus. These categories include large CXM providers, IT-BPOs/Pure-play BPOs, industry-focused providers, and mid-sized CXM providers, with revenue thresholds mentioned for comparison. The text also outlines the company's Corporate Social Responsibility (CSR) activities, which involve training, community development, and promoting diversity. Furthermore, the document lists various properties and delivery centers with details such as addresses, lease terms, and areas.

This section primarily details various agreements and leases related to the company's operations across different locations, including delivery centres and offices in various parts of the Philippines, Morocco, Albania, and Colombia. It lists specific parties, agreement terms, and associated financial and physical details for these arrangements. Furthermore, the latter part of the text outlines various Indian laws and regulations applicable to the business and operations, covering areas such as data protection, information technology, intellectual property, foreign investment, foreign trade, and labour welfare.

This section primarily outlines the various Indian laws and regulations that the company must comply with, including industrial relations and social security laws. It details several SEBI regulations, such as the SEBI Act, SCRA, Listing Regulations, Insider Trading Regulations, Fraud and Unfair Trade Practices Regulations, and Share Based Employee Benefits and Sweat Equity Regulations. Furthermore, it lists applicable tax laws, including various GST acts, Income Tax rules, and Customs Act, alongside other laws like the Companies Act, Contract Act, and fire safety regulations.

The company's history began with its incorporation as Xplore-Tech Services Private Limited on February 25, 2004, and the name was later changed. Subsequent changes included a resolution on March 27, 2024, leading to a new incorporation on June 26, 2024, for Fusion CX Private Limited. The company was converted to a public limited company on January 27, 2025, resulting in a name change to Fusion CX Limited and a fresh incorporation on March 13, 2025. The registered office has undergone several changes since the incorporation date, with the current office being at Plot No. Y9, Block EP & GP, Sector-5, Bidhan Nagar, Salt Lake, Kolkata.

This section details various amendments to the Memorandum of Association (MoA), including changes to member liability and the division of equity shares. It also lists a series of major corporate events and milestones spanning from 2004 to 2025, which include numerous acquisitions of subsidiaries, the establishment of new centers in various locations, and the merger of a former subsidiary. Furthermore, the text outlines numerous awards and recognitions received by the company and its subsidiaries over the years. The document also confirms the absence of significant financial partners, defaults on borrowings, or time and cost overruns in business operations.

This section details various corporate transactions involving the company, including amalgamations, acquisitions, and mergers. Key events include the amalgamation of Competent Synergies Private Limited, the acquisition of equity shares in Competent Synergies Private Limited, and the acquisition of equity shares in Ameridial Inc. and Fusion England. Furthermore, the company acquired equity in Fusion Morocco, and a membership interest in Boomsourcing LLC. Several transactions involved earn-out agreements contingent on future revenue performance.

This section details numerous acquisitions, mergers, and asset purchases undertaken by the company and its subsidiaries over several years. Key transactions include the acquisition of equity shares from Teleserv Asia Solutions Inc., the amalgamation of Vital Solutions Inc. and Vital Outsourcing Services Inc. with O’Currance Inc., and the acquisition of Omind Technologies Inc. by O’Currance Inc. Several other acquisitions involved agreements with various sellers, including the acquisition of Advanced Communications Group, Inc. and the amalgamation of Advanced Communications Group, Inc. with Ameridial Inc. Furthermore, there were transactions involving the acquisition of Ready Call Center Limited and S4 Communication LLC by Ameridial Inc., and subsequent agreements for earn-out payments. The section also covers the acquisition of Sequential Technology International, LLC and its subsidiaries, as well as various mergers and acquisitions involving different entities.

The section details several transactions involving the company's subsidiaries and agreements with lenders. It outlines a share purchase agreement for STI El Salvador, a stock purchase agreement for Fusion England, and various guarantees provided by the promoters related to loans availed by the company and its group companies from HDFC Bank and Axis Bank. These guarantees cover various loan types, including cash credit, term loans, and guarantees on different assets and facilities.

This section details various financing arrangements and the corporate structure, including a large number of subsidiaries. It outlines facilities availed from Tata Capital for different entities, specifying the loan type, amount, security, and obligations of the promoters. Furthermore, it lists numerous subsidiaries, categorized into foreign and Indian step-down entities, along with their incorporation details and capital structures.

This section details the corporate information for several entities, primarily focused on call center operations and related services. It covers the incorporation details, nature of business, and capital structure for entities such as Ready Call Center Limited, Fusion BPO Services SH.P.K. (Albania), Fusion BPO Services SH.P.K. (Kosovo), Fusion BPO Services Morocco (Formerly Finaccess BPO), Phoneo SARL, Parolis SARL, and others. The text specifies the legal framework under which each entity was incorporated and outlines the shareholding patterns as of the date of the Red Herring Prospectus.

The document details the incorporation and structure of several entities. Fusion BPO Invest Inc. was incorporated in Ohio on September 21, 2020, and Boomsourcing LLC was incorporated in Utah on June 2, 2016. Other entities include Teleserv Asia Solutions Inc., incorporated in the Philippines on September 23, 2015, and Fusion BPO Services S.A.S., incorporated in Colombia on August 12, 2021. Fusion BPO Services Limited (Jamaica) was incorporated in Jamaica on April 19, 2017, and Fusion BPO Services Phils. Inc. was incorporated in the Philippines on October 6, 2009. Finally, Fusion BPO Services Co. Ltd. was incorporated in Thailand on January 6, 2022, and Omind Technologies Inc. (formerly Travelomind Inc.) was incorporated in Utah on June 5, 2018.

This section details the shareholding patterns and corporate information for several entities. It covers entities like Fusion BPO Services Morocco, which is related to a former Finaccess BPO, and various other companies incorporated in different jurisdictions such as the US, Philippines, El Salvador, and Australia. The information includes details on incorporation dates, business nature, and the structure of their authorized and issued equity capital.

The document details the capital structure and corporate information for two main entities: VA Platinum Pty Ltd Inc., incorporated in October 2018, and Platinum Edge Outsourcing Services Inc., incorporated in February 2024. It also provides financial data for several material subsidiaries, including Fusion BPO Services Limited (Canada), O’Currance Inc., Ameridial Inc., Ready Call Center Limited, Fusion BPO Services S.A. DE C.V., Fusion BPO Invest Inc., Boomsourcing LLC, Fusion BPO Services Limited (Jamaica), Fusion BPO Phils. Inc., and Skycom Latino America S.A DE CV. The subsidiaries primarily operate in the information technology, IT-enabled services, and business process outsourcing sectors.

The text confirms that the company's subsidiaries do not have any business interest in the company beyond what is disclosed in specific notes. Furthermore, it states that none of the subsidiaries are currently listed on any stock exchange, nor have any of them faced refusal to list or failed listing requirements in the last ten years. Finally, there are no identified conflicts of interest between the subsidiaries or their directors and the lessors of immovable properties or suppliers of raw materials and third-party service providers for the company's operations.

This document defines various terms used in the Red Herring Prospectus, including definitions for the company, key personnel, various committees, and different types of investors and offer procedures. The company is identified as Fusion CX Limited, a public company incorporated under the Companies Act, 1956, with its registered office in Kolkata. The document details terms related to the offer process, such as the definition of various bid types, the role of Book Running Lead Managers, and the procedures for allotment.

This section primarily defines various terms related to the offer process, including different types of bidders, documents, and parties involved. It details concepts such as Collecting Depository Participants (CDPs), designated branches, designated CDP locations, designated date for fund transfer, and various categories of bidders like FPIs and NRIs. It also defines different aspects of the offer structure, such as the price band, the nature of the issue (Fresh Issue and Offer for Sale), and the various parties authorized to collect bids.

This section primarily lists various legal and regulatory terms used within the document, such as different Acts, policies, and regulations. It defines terms related to corporate entities, financial reporting standards, and various financial instruments. It also specifies conventions regarding the use of geographical references, time periods, and currency units.

This section primarily details currency conversions and the source of industry and market data used in the prospectus. It specifies that certain currency conversions into Indian Rupees are presented solely to comply with SEBI ICDR Regulations, with a disclaimer that these conversions do not guarantee any specific exchange rate. Furthermore, it outlines that industry-related information is derived from a report commissioned and paid for by the Company, Everest Business Advisory India Private Limited (Everest Report).

This section provides a summary of restated consolidated financial information for various periods, including the three months ended June 30, 2026, and the financial years ended March 31, 2026, 2025, and 2024. The data is presented in ₹ million and is intended to be read alongside the detailed financial information and management's discussion and analysis. The data includes statements for assets, liabilities, profit and loss, and cash flows across these different reporting periods.

This section details the contingent liabilities of the company as of June 30, 2026, based on the Restated Consolidated Financial Information as per Ind AS 37. The liabilities include income tax demands and goods and service tax demands that are currently under dispute.

This section details the company's capital structure, including the authorized and issued share capital, and various historical transactions related to equity shares. It outlines the history of primary equity share issuances, including various bonus issues and allotments to different entities. Furthermore, it discloses the promoter's shareholding percentage, which is calculated on a fully diluted basis, and provides a breakdown of the build-up of promoter equity shareholding over time.

The document details various transactions and shareholding patterns over time. It lists several cash transfers and issues, including some that were negligible. It also outlines requirements for a Minimum Promoter's Contribution, which must be locked-in for eighteen months from the allotment date. Furthermore, it specifies conditions regarding the acquisition of shares for the Minimum Promoter's Contribution, such as not being acquired for consideration other than cash or through bonus issues.

The document details various aspects of the company's capital structure, including pre-offer and post-offer shareholding percentages. It lists the shareholding of various shareholders, including promoters and key managerial personnel, and provides information regarding the Employee Stock Option Plan (ESOP) Scheme. Furthermore, it discusses the weighted average price of acquisition for shares by promoters and selling shareholders over different time periods, as well as the fair value measurement methods for stock options granted to employees.

This section details the promoter shareholding percentage of directors, key managerial personnel, senior management, and employees who hold equity shares arising from an employee stock option scheme over a three-month period ending June 30, 2026. It also notes that Hemant Dogra is no longer a member of Senior Management as of the date of the Red Herring Prospectus filing.

The Offer involves a Fresh Issue of Equity Shares and an Offer for Sale of Equity Shares by Promoter Selling Shareholders. The proposed use of the Net Proceeds is categorized into several areas, including repayment of outstanding borrowings, investment in step-down subsidiaries for IT tool upgrades, and pursuing inorganic growth through acquisitions and general corporate purposes. The company anticipates benefits from the listing of Equity Shares on Stock Exchanges, such as enhancing visibility and creating a public market for the shares in India. The utilization of funds is subject to various factors and potential revisions based on market conditions and internal estimates.

The section details various borrowings and facilities availed by the company, categorized by the lender and the nature of the borrowing. This includes term loans, working capital facilities, and lines of credit, with different terms, interest rates, and repayment schedules. The borrowings were utilized for purposes ranging from general corporate purposes to the acquisition of new companies. Specific facilities include loans from Tata Capital Term Loans and various lines of credit from banks in Canada, with different security arrangements and purposes for the funds.

The provided section details various expenditure figures related to development and support costs for Omind USA and Omind India across different fiscal years. It outlines proposed upgrades for products like Arya and MindVoice, including enhancements to personas, functionalities, and integrations. Furthermore, the text presents proposed expenditure for these upgrades, broken down into developer/testing costs, platform/partner costs, and IT infrastructure/tool costs. It also details the costs incurred by existing employees and the estimated costs for hiring new skilled professionals for the development of Gen AI based CX technology.

The investment in Omind USA and Omind India is intended to deliver strategic benefits by enhancing technology capabilities, supporting joint growth across various verticals, and opening new revenue streams. These benefits include strengthening core platform capabilities, enabling integrated CX offerings across key verticals like telecom and BFSI, and generating ancillary revenue from platform services. Furthermore, the company proposes utilizing a portion of the net proceeds for general corporate purposes and for funding inorganic growth through unidentified acquisitions and strategic initiatives.

This section details various charges and commissions related to the offering process, including selling commissions and uploading charges for different types of bidders. It specifies fees for Syndicate members, Registered Brokers, RTAs, and CDPs, with certain charges subject to maximum caps. It also outlines processing fees for UPI bidders and clarifies the responsibility of Sponsor Banks for payments to third parties. Furthermore, it discusses the utilization of net proceeds, the monitoring of fund deployment, and various provisions regarding the variation of offer objects.

The provided section details various Key Performance Indicators (KPIs) for different periods and compares them against listed industry peers. The data includes metrics such as revenue split by geography, vertical, and delivery, as well as financial performance indicators like profit margins, growth rates, and returns on capital and equity. The comparison section shows performance metrics across different fiscal years for the company and its peers, highlighting trends in revenue, profit, EBITDA, and other operational aspects.

The provided text primarily contains financial data splits and historical transaction details, rather than explicit details on the offer-for-sale percentage or categorized use-of-proceeds. It includes various revenue and vertical splits across different fiscal years, as well as operational and financial KPIs for two different entities. Furthermore, the latter part of the text discusses special tax benefits and limitations regarding the scope of tax benefits provided.

This section details the possible special tax benefits available to the Company and its shareholders under various Indian tax laws, including direct and indirect taxes. Regarding direct tax benefits, it discusses provisions under the Income Tax Act concerning corporate tax rates, dividend deductions, and employee cost deductions. It also outlines taxability of dividend income and capital gains for different classes of shareholders. For indirect taxes, it covers benefits related to the GST Acts, such as zero-rated benefits on the export of services, and clarifies that transactions in company securities may not attract GST. The statement emphasizes that these benefits depend on fulfilling prescribed conditions and that the views expressed are not a substitute for professional tax advice.

This section details various special tax benefits available to different subsidiaries and entities across various jurisdictions. For US subsidiaries, there are provisions related to Global Intangible Low-Taxed Income Deduction, Bonus Depreciation, and the Foreign Tax Credit. For the Philippines, a PEZA-registered entity qualifies for a Special Corporate Income Tax rate. Furthermore, certain entities are eligible for Income Tax Holidays (ITH) depending on their classification and activity. Various tax laws are outlined for different entities, including those in Belize and India, covering aspects like corporate income tax rates, reduced tax rates for International Business Companies, and provisions for claiming deductions related to dividends and employee costs.

This section details various tax implications related to the company and its shareholders, primarily concerning income tax and capital gains. It discusses tax deductions on dividend income received by shareholders and the taxation of capital gains arising from the transfer of equity shares. Furthermore, it outlines potential special indirect tax benefits available to the company, such as zero-rated benefits under GST for the export of services, and clarifies that shareholders are generally not eligible for special tax benefits under various laws.

This section primarily details the formal engagement and scope of work performed by the auditors regarding the Restated Consolidated Financial Information of Fusion CX Limited for inclusion in the Draft Red Herring Prospectus (RHP) and Prospectus. It outlines the basis of preparation, which includes reliance on various regulatory requirements such as sections of the Companies Act, SEBI ICDR Regulations, and ICAI Guidance Notes. The financial information was compiled from audited statements and financial statements prepared under various accounting principles.

This section details various audit reports and financial statement data for the company across different fiscal years. It includes references to audit reports issued in various dates, mentions of amalgamation and merger schemes, and comparative financial figures for revenue, income, expenses, profit, and tax for the years ended March 31, 2026, March 31, 2025, and March 31, 2024. The data is presented in millions of INR, and the text clarifies the scope of the audit opinions and the adjustments made to the financial information.

This section details the restated consolidated statement of cash flows for Fusion CX Limited across three fiscal years, covering the periods ended March 31, 2026, March 31, 2025, and March 31, 2024. The data includes cash flows from operating, investing, and financing activities, along with various adjustments and net cash flow figures. The document also outlines the basis of preparation for the financial information, including accounting policies and consolidation procedures.

This section details various accounting policies related to leases, intangible assets, financial instruments, and employee benefits for Fusion CX Limited. It outlines specific recognition and measurement principles for leases, including the application of standards like Ind AS 116, and the treatment of different asset types and liabilities. The policies cover impairment testing for non-financial assets, the classification of equity instruments, and the accounting for financial liabilities, including the use of the Expected Credit Loss (ECL) model for impairment. Furthermore, the text describes how revenue is recognized, how government grants are treated, and the accounting for various employee benefit plans and share-based compensation.

This section details various material accounting policies, critical accounting estimates, changes in accounting policies, and various audit qualifications and remarks related to the financial statements. It covers aspects such as accounting for contingent liabilities, provisions, leases, business combinations, and disclosures regarding financial instruments. Furthermore, it outlines amendments to accounting standards and clarifies the scope of audits performed on the consolidated financial statements and the financial statements of subsidiaries.

This section details various adjustments and disclosures related to the financial statements of Fusion CX Limited, including CARO compliance, statutory dues, and notes on property, plant, and equipment, and lease liabilities. It presents figures for different reporting periods, including trade receivables, statutory dues, and the movement in right-of-use assets and lease liabilities.

This section details various financial line items for Fusion CX Limited, including changes in intangible assets, investments, loans, and receivables over several fiscal periods. It provides figures for gross carrying amounts, additions, acquisitions, disposals, and foreign currency translation differences for intangible assets. Furthermore, it lists details on non-current investments, loans to related parties, and trade receivables, including provisions for credit losses and various balances with banks and other financial assets.

This section details the reconciliation of equity share capital, including authorized, issued, and subscribed shares across different reporting dates. It also outlines various reserves, such as Retained Earnings, Securities Premium, General Reserve, and Foreign Currency Translation Reserve, showing their movement over time. Furthermore, the text provides extensive details on borrowings, including non-current and current borrowings, various loan facilities, and the nature of security provided for these loans, along with terms for repayment and interest rates.

This section details various loan facilities and borrowings, including overdrafts, term loans, and cash credit facilities, with different outstanding balances and repayment terms across various dates. It also outlines security provisions for these loans, such as collateral and guarantors. The data covers different banks and loan types, such as those from Atlantic Bank, SBA, Lloyd Banks, and HDFC Bank, with figures presented in INR Million.

This section details various financial line items for Fusion CX Limited across different periods, including revenue, income, expenses, and tax provisions. Key data points cover revenue from services, various income streams, employee benefits, finance costs, depreciation, other expenses, tax expenses, and earnings per share calculations. The data is presented in INR Million and covers fiscal years ending March 31st, with comparisons provided for the period ending June 30th of the subsequent year.

This section primarily details actuarial assumptions and sensitivity analysis related to gratuity liabilities, compensated absences, and various related party transactions for Fusion CX Limited across different reporting periods. It includes sensitivity analysis for changes in discount rates, salary increase rates, and withdrawal rates, as well as maturity profiles for benefit payments. Furthermore, it lists various related party transactions such as sale of services, interest income/expense, and various expense and income items, along with details on loans, borrowings, and remuneration paid to Key Management Personnel (KMPs).

This section details various related party transactions and balances eliminated during consolidation for different periods, spanning from April 1, 2026, to June 30, 2026, and for the years ended March 31, 2026, March 31, 2025, and March 31, 2024. The data includes sales of services across numerous subsidiaries and related parties, with figures presented in INR million.

This section details the outstanding balances for various entities across different time points, covering Trade Receivables, Trade Payables, and Loan Receivables. The data is presented in INR million and covers periods ending in March 2024, March 2025, and March 2026, with a snapshot as of June 30, 2026. The information includes complex inter-company and related party transactions across multiple subsidiaries and entities.

This section provides a detailed breakdown of outstanding balances and investments across various entities, primarily focusing on loan receivables and payables for different periods. It lists balances for several entities including Ameridial Inc., various Fusion BPO Services Limited entities, and related loan amounts. Furthermore, it details related party transactions involving investments and share capital across different dates.

This section primarily contains a table detailing the balances outstanding for various entities as of different dates, categorized by the type of balance (Share Capital, ESOP Receivable, ESOP Payable) across different periods. The data spans from March 2024 to June 2026 and includes various subsidiaries and related parties. The data presented is in INR million unless otherwise specified.

The provided section of the financial statements is entirely blank, containing only placeholder or intentionally left blank pages. Therefore, no financial data, line items, or derived ratios could be extracted for analysis.

This section details various financial information, including contract balances, fair value measurements, and financial risk management aspects of Fusion CX Limited. It presents data on trade receivables, contract liabilities, and different categories of financial assets and liabilities. Furthermore, it outlines the methodology for assessing market risk, specifically interest rate risk and foreign currency risk, and the potential impact of changes in these rates on profit before tax.

This section details various aspects of the financial statements, including credit risk, liquidity risk, and capital management, primarily focusing on financial assets, liabilities, and equity. It outlines the methodology for measuring expected credit losses on trade receivables and the maturity profile of financial liabilities. Furthermore, it provides information on the employee stock option plan, including the terms of the options, the number of options granted, vested, and exercised across different tranches.

This section provides various notes concerning regulatory compliance, including details on the fair valuation of investment property, handling of loans, and transactions with specified persons. It confirms the group's compliance with certain provisions of the Companies Act, 2013, related to loans and guarantees. The text also details the handling of undisclosed income and transactions involving cryptocurrency. Furthermore, it outlines the application of borrowings and the status of charges with the Registrar of Companies. Segment information is presented, detailing revenue breakdown by geographical location, and there are notes on the accounting treatment for past service costs recognized due to changes in labour codes.

This section details various acquisitions made by the company, including the acquisition of Skycom Healthcare, Inc., Infinity Outsourcing, S.A., Scribe.ology LLC, Sequential Technology International LLC, and S4 Communications LLC. For each acquisition, the document outlines the consideration transferred, the fair value of identifiable assets and liabilities recognized, the resulting net assets, and the goodwill recognized. It also provides context on the timing of the acquisitions and the expected impact on revenue and profit before tax for the group.

This section details various acquisition transactions and the resulting fair value accounting for identifiable assets and liabilities. It covers the acquisition of Ready Call Centre Limited and Omind Technologies Inc., including the consideration paid and the resulting goodwill recognized. Furthermore, it provides a breakdown of the consolidated financial information as at the end of the reporting period, showing the share in total assets and the respective share in profit or loss and other comprehensive income for the holding company and its subsidiaries.

This section details the restated consolidated financial information for Fusion CX Limited as of March 2025, including a breakdown of its subsidiaries and group entities. It presents various financial figures, including amounts, percentages, and various components of income and assets. The text also includes notes regarding subsequent events, such as a settlement related to an IBC application and the acquisition of VA Platinum.

The provided text primarily consists of audit reports and opinions related to financial statements for VA Platinum Offshoring Pty Ltd and the Group, intended for inclusion in a Draft Red Herring Prospectus (RHP) and Prospectus for an Initial Public Offering (IPO). The reports include various emphasis of matter paragraphs and statements regarding the compilation of unaudited proforma condensed combined financial information. The text details the reliance placed on the reports of other auditors for certain financial statements and outlines the scope and limitations of the engagement.

This section presents the unaudited proforma condensed combined financial statements for Fusion CX Limited for the year ended March 31, 2026, and for the three months ended June 30, 2026. The data includes the statement of profit and loss, balance sheet, and cash flow components, with adjustments made to reflect the acquisition of VA Platinum Offshoring Pty Ltd. The information is provided for illustrative purposes and is not intended to reflect the Group's factual financial position or results.

This section provides various financial and accounting metrics for the company across different periods, including balance sheet components, earnings per share, profitability ratios, and debt metrics. It details adjustments made to financial information, such as those related to acquisitions and non-GAAP measures, and presents comparisons across different fiscal years. The data includes figures for assets, liabilities, borrowings, and various performance indicators.

This section presents capitalization details as of June 30, 2026, including total borrowings and equity components. It also details aggregate borrowings by the company and its subsidiaries as of August 31, 2026, categorized into secured and unsecured borrowings. Furthermore, the text provides extensive details on the principal terms of the facilities sanctioned to the company and its subsidiaries, including interest rates, tenor, and security provisions. The section also discusses the methodology for financial year references and the source of industry and market data used in the document.

The provided text discusses the company's strategy, which involves leveraging Generative AI and technology to enhance customer engagement and operational efficiency. It highlights the role of its subsidiary, Omind Technologies Inc, in developing proprietary platforms across various AI domains. The text also details employee attrition data across different periods and mentions the potential impact of various external factors, including macroeconomic downturns and geopolitical tensions, on the business. Furthermore, it outlines the accounting policies and basis for preparing the Restated Consolidated Financial Information.

This section details various accounting policies related to the recognition, measurement, and impairment of different financial instruments and assets under Ind AS. It covers specific guidelines for depreciation, intangible assets, leases, and the classification of financial assets and liabilities. The text outlines how different asset types, such as property, equipment, and intangible assets, are assessed for useful lives and amortisation. Furthermore, it specifies the criteria for recognizing and measuring lease liabilities, including the application of recognition exemptions for short-term leases and low-value assets. The policies also cover impairment testing for non-financial assets and the treatment of financial assets and liabilities, including the Expected Credit Loss (ECL) model for credit risk.

This section details various accounting treatments and measurement principles used by the Group for its financial statements, covering areas such as derecognition of financial liabilities, offsetting of financial instruments, fair value measurement, provisions, contingent liabilities, revenue recognition, income recognition, government grants, earnings per share calculation, employee benefits, defined contribution and defined benefit plans, share-based payments, taxes, borrowing costs, segment reporting, business combinations, goodwill, and critical accounting estimates. It outlines the criteria for recognizing various items and the judgments management applies in these estimations.

This section details various accounting treatments and disclosures related to leases, employee share-based payments, credit loss provisions, and changes in accounting policies. It also provides a breakdown of key components of the Statement of Profit and Loss, including revenue, income, expenses, and resulting profit for different fiscal years. The data presented covers a three-month period ending June 30, 2026, and compares it against Fiscal 2026, 2025, and 2024.

This section details the financial performance and cash flows of the company across different fiscal periods. Key figures show changes in revenue, expenses, profit, and tax provisions, with comparisons made between fiscal years and different time periods. The text also introduces various non-GAAP measures, noting that they are supplemental and not required by accounting standards, and provides reconciliation information for profit figures to EBITDA and related margins.

This section details various financial metrics for a three-month period ending June 30, 2026, comparing Fiscal 2026, 2025, and 2024. Key profitability metrics like EBITDA margin and Adjusted EBITDA margin are provided, along with reconciliations for profit and return on equity. The section also presents information on borrowings, debt structure, and contingent liabilities, including details on contractual maturities and capital expenditures.

This section primarily discusses observations related to the financial statements and the company's financial position across different fiscal years, including issues concerning statutory dues and working capital limits. It also details various market risks such as market risk, interest rate risk, foreign currency risk, and inflation risk, along with disclosures regarding unusual events, dependencies, and competitive conditions. The text also mentions recent material developments concerning acquisitions and potential impacts on future operations.

Prospective investors should be aware that the risks described may not be exhaustive, and additional, currently unknown, or unquantified risks may arise, potentially affecting the company's business, financial condition, and stock price. The company operates under Indian laws and is subject to a legal and regulatory environment that may differ from other countries. The company's financial reporting is based on restated consolidated financial information, and industry data is sourced from third-party reports. Furthermore, the company faces risks related to customer concentration, reliance on international operations, cybersecurity threats, and potential issues with anti-outsourcing sentiments.

The company faces various risks stemming from geopolitical tensions, trade restrictions, currency fluctuations, and differing regulatory environments, which could increase costs, disrupt operations, or impact customer demand and payments. Operations outside India are subject to risks specific to each region, including economic cycles, currency rate fluctuations, political uncertainty, differing accounting standards, labor regulations, and logistical challenges. Furthermore, there is a risk regarding the protection of in-house developed technologies and intellectual property, as well as potential issues with the timely enforcement of rights against unauthorized use. The company's reliance on skilled employees is a concern due to high attrition rates, and the lack of registered trademarks poses a threat to its brand recognition. Revenue is also dependent on the stability of key sectors like telecom and utilities, which are vulnerable to regulatory changes and economic downturns.

The company faces significant regulatory risks due to operating in multiple jurisdictions, including the USA, Canada, the UK, and the EU, which subjects it to various data protection laws like HIPAA, GDPR, and PIPEDA. There are also risks related to employee expenses, potential for increased costs due to inflation or wage increases, and potential employee claims. Furthermore, the company is exposed to risks associated with technological changes, including the potential for investments not yielding expected results, system disruptions, and the obsolescence of services due to rapid technological evolution, particularly in AI. Financial risks include indebtedness that could lead to default, and contractual risks related to short-term agreements and customer attrition. Finally, there are constraints on investing in foreign subsidiaries due to Indian overseas investment laws.

The document outlines several risk factors related to financial reporting, statutory compliance, and operational dependencies. Risks include discrepancies between filed quarterly statements and the company's books, potential delays in paying statutory dues, and exposure to counterparty credit risk from clients. Furthermore, the company faces risks from outsourcing trends, political events impacting cross-border services, and dependency on leased premises, including sub-leasing arrangements with a promoter group member. Finally, there are concerns regarding the ability to secure funding for inorganic growth acquisitions and the potential impact of delays in these transactions.

The company highlights that its success depends on the ability to implement technological solutions and develop new service offerings to meet evolving customer needs and industry standards. There are concerns that competitors might introduce competing solutions or force the company to lower prices, impacting margins. Furthermore, there are risks associated with the investment in new technology not yielding expected results, and the potential for training and R&D expenditures not to secure a sustained customer base or increase revenue. The document also details personal circumstances of the Promoter and potential issues related to loan guarantees provided by the Promoters.

The document outlines several risks across various aspects of the business. These include contingent liabilities that could impact financial statements, potential disputes regarding earnout payments from acquisitions, and risks related to the utilization of net proceeds. There are concerns about the ability to protect the company's brand reputation, the potential for employee misconduct, and weaknesses in internal controls that could lead to financial harm. Furthermore, the company faces risks related to contractual restrictions, the unpredictability of the sales cycle, and potential issues with insurance coverage. Finally, the reliance on third-party industry reports and the potential for unfavorable related party transactions are highlighted.

The document outlines several risks related to credit ratings, board experience, and the operational burdens of being a publicly listed company. Risks include potential credit rating downgrades affecting financing costs, the lack of experience among some directors regarding listed companies, and the strain on resources due to public scrutiny. Furthermore, the company faces compliance burdens related to listing regulations, data protection laws, and potential changes in tax laws. There are also concerns about exposure to international sanctions, competition law, and the uncertainty surrounding various legal and regulatory changes.

The document outlines several risks related to foreign investment and regulatory compliance in India. These include restrictions on foreign investors, requirements for regulatory approvals for share transfers, and issues concerning the transfer of funds. There are also concerns about the impact of inflation on operating costs and the potential for volatility in interest rates affecting the business. Furthermore, the document details risks associated with the marketability of the equity shares post-offering, including potential price fluctuations and the difficulty in ensuring investors can resell shares at the offer price. Finally, it addresses various tax implications and potential changes in laws and regulations that could impact the company's operations.

The section outlines various legal and regulatory matters, including civil litigation, criminal proceedings, and tax issues involving the Company, its Subsidiaries, Directors, and Promoters. It details several pending civil lawsuits, including insolvency proceedings, disputes over service agreements, and claims related to non-payment. Furthermore, it mentions several criminal cases filed by the Company against former employees, as well as actions by regulatory and statutory authorities. There are also pending tax litigation involving the Company and a notice from the Income Tax Department.

The section details various pending and ongoing legal matters involving the Company, its subsidiaries, directors, and promoters across different types of litigation. This includes criminal proceedings related to payment disputes, civil lawsuits concerning breach of agreements, and matters involving regulatory scrutiny and tax issues. Several cases are pending before various courts and tribunals, with some having received stays or being addressed by revision petitions. There are also pending civil suits concerning contract breaches and disputes over financial records, alongside ongoing proceedings related to the investigation of former directors and the involvement of police stations.

The section details various aspects of the company's legal and financial standing as of the date of the Red Herring Prospectus. It discloses outstanding tax proceedings involving the Company, Subsidiaries, Promoters, and Directors, including specific amounts for Direct Tax and Indirect Tax. Furthermore, it outlines outstanding dues owed to various creditors, categorized into micro, small, and medium enterprises, other material creditors, and general creditors. The document also lists numerous governmental and regulatory approvals obtained by the company and its material subsidiaries, as well as pending material approvals and expired approvals.

The document identifies six companies as 'Group Companies' under the SEBI ICDR Regulations based on resolutions made by the Board. It details the corporate information for each group company, including their registered offices. Furthermore, it specifies where financial information for these group companies can be found and clarifies that this information is not part of the Red Herring Prospectus. The document also asserts that the group companies have no interest in the promotion or formation of the Company, nor have they been involved in certain transactions or business interests with the Company, except as disclosed in specific notes.

The section details various regulatory approvals, confirmations, and compliance statements related to the offer. The company has received in-principle listing approvals from the BSE and NSE. Furthermore, the document outlines several confirmations regarding the non-prohibition of promoters and directors from accessing capital markets or being declared as wilful defaulters or fugitive economic offenders. It also specifies conditions for eligibility under SEBI ICDR Regulations, including requirements for the offer to be made through the book-building process and the allocation to qualified institutional buyers (QIBs).

The section details various restrictions and agreements related to the sale or transfer of Equity Shares, primarily concerning transactions with Non-U.S. Persons and hedging activities. It outlines conditions for resale, including the requirement to notify transferees and the agreement not to engage in hedging transactions unless compliant with the U.S. Securities Act. Furthermore, it specifies indemnity clauses for breaches of representations and warranties and clarifies that such agreements survive the resale of the Equity Shares. The text also includes disclaimers from the BSE and NSE regarding the accuracy and completeness of the offer document.

This section details various aspects related to past public issues, including discounts offered to employees and the calculation methodologies used for pricing. It also outlines the track record of Book Running Lead Managers (BRLMs) and various procedures for the redressal of investor grievances. Furthermore, it specifies the retention period for records and the responsibilities of various parties concerning investor complaints and fund blocking mechanisms.

The terms of the offer specify that the equity shares are subject to various laws and regulations, including the Companies Act, SEBI ICDR Regulations, SCRA, SCRR, and various SEBI guidelines. The offer involves a fresh issue and an offer for sale by promoter selling shareholders. Equity shares will rank pari passu with existing shares regarding dividends and voting rights. The company is obligated to pay dividends as per applicable laws. The offer price, price band, and minimum bid lot will be determined by the company in consultation with Book Running Lead Managers and published in various newspapers. The company must comply with all disclosure and accounting norms specified by SEBI.

This section details various aspects of the offer structure, including provisions related to refunds, the nature of the equity share allotment, and restrictions on the transfer and transmission of equity shares. It outlines conditions under which the offer may be withdrawn, including the requirement of minimum subscription as prescribed by SEBI ICDR Regulations. Furthermore, it discusses the various mechanisms for bid processing, such as the ASBA process and the implementation of the UPI Mechanism for different types of bidders. It also references various SEBI circulars that govern the process for initial public offers and the use of the UPI mechanism.

This section details various procedural requirements and timelines related to the public issuance process, including the handling of investor funds and the implementation of the UPI mechanism. It outlines compensation for delays in unblocking application monies and specifies rules for the Book Building Process, including allocations for different investor categories. Furthermore, it discusses the phased implementation of the UPI mechanism and requirements for investor grievances and the submission of bid forms.

This section details various restrictions and requirements concerning different categories of bidders in the offer process, including Mutual Funds, HUFs, Eligible NRIs, FPIs, SEBI registered AIFs, and various corporate and financial entities. It outlines specific documentation requirements, such as registration certificates, to be attached to bid forms, and sets limits on investment amounts and holdings based on various regulations like FEMA and SEBI rules. Furthermore, it specifies rules for handling multiple bids, such as those from FPIs using certain structures, and details the process for Anchor Investors.

This section outlines numerous instructions and prohibitions related to the electronic bidding process, covering various aspects such as bidder eligibility, submission procedures, and required documentation. It details rules for different types of bidders, including restrictions on bid withdrawal, requirements for mentioning PAN details, and stipulations regarding the use of various bank accounts and UPI mechanisms. Furthermore, it lists several technical grounds for the rejection of bids, such as submitting forms on plain paper or using unverified details.

This section details various procedural aspects related to the equity share allotment process, including rules for different investor categories and the handling of funds. It outlines specific requirements for payments into escrow accounts for anchor investors and the process for publishing pre-offer and price band advertisements. Furthermore, it discusses the filing requirements for the prospectus and various undertakings given by the company and the promoter selling shareholders. Finally, it covers restrictions on foreign ownership of Indian securities and the implications of various amendments to the Foreign Exchange Management (FEMA) rules regarding investment and transfer.

This section details various interpretations and provisions related to the Articles of Association of Fusion CX Limited, primarily concerning the application of the Companies Act, 2013, and SEBI Listing Regulations. It covers aspects such as the control of shares by the Directors, the process for issuing and allotting shares, rights of members regarding certificates, and procedures for dealing with share transfers and liens. The text also outlines conditions for increasing subscribed capital, the rights of holders concerning various share classes, and the procedures for making calls on shares.

This section details various provisions related to the transfer and forfeiture of shares, as well as procedures for general meetings and the Board of Directors. It outlines rules concerning the suspension of transfer registrations, the recognition of rights upon the death or insolvency of a member, and the procedures for dealing with unpaid calls on shares. Furthermore, it covers the powers of the company to alter its share capital and the capitalization of profits for distribution among members.

This section primarily outlines procedural aspects related to the Board, committees, dividends, accounts, winding up, indemnity, and the terms for issuing debentures. It details various rules concerning the validity of resolutions, the power to declare and pay dividends, the handling of unclaimed dividends, and the inspection rights of members. Furthermore, it specifies material contracts and documents that have been entered into by the company, which are to be attached to the Red Herring Prospectus for filing with the Registrar of Companies (RoC).

This section details various reports, consents, and agreements related to the issuance of the Red Herring Prospectus, primarily involving statutory auditors, consultants, and various agreements concerning financial information and subsidiary investments. It includes several certificates and reports from Chartered Accountants and other entities, some of which are required for inclusion under specific sections of the Companies Act, 2013. Furthermore, it lists several agreements and plans related to mergers, share purchases, and the utilization of funds for upgrading IT tools in subsidiaries.

This section primarily lists various share purchase agreements, membership interest purchase agreements, and earn-out agreements between the company and its subsidiaries or other entities. The agreements span various dates, involving different subsidiaries such as O’Currance Inc., Ameridial Inc., and Fusion BPO Services Limited, alongside various third parties. There are also agreements and plans of merger documented. The section also includes valuation reports related to the transfer of ownership of certain entities.

The section details several regulatory approvals and observations related to the company's listing process. It mentions a due diligence certificate from the BRLMs, in-principle listing approvals from BSE and NSE, and a final observation letter from SEBI. Furthermore, the declaration confirms compliance with various laws and regulations, including the Companies Act, 2013, and SEBI regulations.

This section primarily consists of multiple declarations certifying compliance with various laws and regulations. Several individuals, including the Chief Operating Officer and Managing Director, Non-Executive Non-Independent Directors, and Independent Directors, have certified that the disclosures in the Red Herring Prospectus comply with the provisions of the Companies Act, 2013, SEBI regulations, and related rules. The declarations affirm that all statements made in the document are true and correct.

This section primarily contains declarations from various individuals and entities regarding the compliance of relevant laws and regulations. Several individuals, including an Independent Director, an Independent Director from the USA, and a Chief Financial Officer, certify that the statements in the Red Herring Prospectus comply with the provisions of the Companies Act, 2013, SEBI regulations, and other applicable laws. Furthermore, declarations are provided by P N S Business Private Limited and Rasish Consultants Private Limited, confirming the accuracy of statements related to the Promoter Selling Shareholder and the offered shares, while disclaiming responsibility for other statements made in the document.

This section summarizes related party transactions for the three months ended June 30, 2026, and for the fiscal years 2026, 2025, and 2024, as per Ind AS 24 and SEBI ICDR Regulations. The disclosures cover various transactions such as the sale of services, interest income, expenses, and loans between the company and entities within the promoter group. Significant transactions involve various entities like Omind Technologies and Window Technologies Private Limited, as well as payments to consultants and remuneration to key management personnel. The data is presented across different time periods with corresponding percentages of revenue.

This section details various aspects of the Offer, including the structure of equity share offerings, the authorization processes, and the allocation procedures for different investor categories. It outlines the composition of the offer, including portions for QIB, Anchor Investors, Mutual Funds, Life Insurance Companies, Non-Institutional, and Retail investors. Furthermore, it specifies rules regarding the allocation of shares, including provisions for spill-over between categories and minimum subscription requirements for the Fresh Issue.

This section details the allocation of responsibilities among various Business Relationship Liaisons (BRLMs) for different aspects of the offering process, such as due diligence, drafting of prospectuses, and marketing activities. It outlines specific responsibilities for various activities, including drafting documents, appointment of intermediaries, and marketing strategies for different investor categories. Furthermore, it specifies the procedures for the book-building process, including how bid amounts will be blocked and the rules regarding bid revisions and withdrawals by different types of investors.

This section discusses the status of the Underwriting Agreement, which has not yet been executed as of the Red Herring Prospectus date but is planned to be executed after the Offer Price determination and equity share allocation. The company and the Promoter Selling Shareholders intend to finalize an agreement with merchant bankers or stockbrokers registered with SEBI to underwrite the Equity Shares. The underwriting commitments indicated are preliminary and subject to finalization based on the Offer Price and the allocation of Equity Shares, in accordance with SEBI ICDR Regulations. The Board of Directors accepted and entered into the Underwriting Agreement on behalf of the company.

The Board of Directors comprises eight members, including two Executive Directors, two Non-Executive Non-Independent Directors, and four Independent Directors. The document details the particulars of eight directors, including Pankaj Dhanuka (Chairman and Managing Director, Chief Executive Officer) and Kishore Saraogi (Chief Operating Officer and Managing Director), along with various other directors. Specific details regarding the appointment terms, such as remuneration and various perquisites for the Managing Director, are also outlined.

The management section details the appointment and terms of engagement for key personnel, including the Chief Operating Officer and Managing Director, Kishore Saraogi. It outlines various terms and conditions related to his appointment, such as remuneration, perquisites, and leave entitlements. The document also lists remuneration paid to Executive Directors and Non-Executive Independent Directors, along with remuneration received by the company from its subsidiaries. Furthermore, it specifies rules regarding director interests, such as in property and transactions, and details the composition and scope of various Board-level committees, including the Audit Committee.

This section outlines various functions and powers delegated to different committees within the company, including the Audit Committee, Nomination and Remuneration Committee, Stakeholders’ Relationship Committee, Corporate Social Responsibility Committee, and the Risk Management Committee. It details specific responsibilities related to financial oversight, director appointments, handling shareholder grievances, CSR activities, and managing various risks.

This section details the Key Managerial Personnel and Senior Management of the company, including their roles and responsibilities. Key Managerial Personnel include Amit Soni, the Chief Financial Officer, and Barun Singh, the Company Secretary and Compliance Officer. Senior Management comprises several individuals such as Manish Padamchand Jain, Chief Marketing Officer, and Andrew Jay Wilmott, President – Telecom and Utilities, and Healthcare of the Fusion Group. The text also outlines various aspects concerning the relationship, service contracts, and compensation arrangements for these personnel.

The company's promoters include Pankaj Dhanuka, Kishore Saraogi, P N S Business Private Limited, and Rasish Consultants Private Limited. These promoters collectively hold approximately 96.21% of the issued, subscribed, and paid-up share capital. Pankaj Dhanuka is identified as the Chairman, Managing Director, and Chief Executive Officer of the Company. The document details the corporate information, business nature, and shareholding patterns for both P N S Business Private Limited and Rasish Consultants Private Limited. Furthermore, it outlines various aspects concerning the interests of the promoters, such as transactions with related parties and restrictions on payments to the promoters.

The company's dividend policy was adopted by the Board in a meeting on April 11, 2025, and the declaration and payment of dividends are subject to various factors including profits, reserves, cash flows, and long-term investment proposals. The ability to pay dividends may be impacted by restrictive covenants under loan agreements, which are detailed in the 'Financial Indebtedness' section starting on page 424. No dividends have been declared or paid in the three months ended June 30, 2026, nor in the last three fiscal years preceding the Red Herring Prospectus, nor since July 1, 2026 until the date of the prospectus. For Fiscal 2026, the Board recommended a dividend of ₹0.50 per Equity Share subject to shareholder approval.