Fusion CX Limited IPO

01At a glance

Fusion CX IPO date, price band and lot size

• Price band: ₹275 to ₹289 a share, from NSE's issue page; the prospectus leaves the price blank (RHP p.3).
• Lot size: 51 shares, from NSE's issue page; one lot costs ₹14,739 at the upper band (our arithmetic).
• Dates: anchor bidding on October 13, 2026; the issue opens on October 14, 2026 and closes on October 16, 2026 (RHP p.2).
• Size: up to ₹702.0 crore, of which a fresh issue of ₹500.0 crore and an offer for sale of ₹202.0 crore by P N S Business Private Limited and Rasish Consultants Private Limited, ₹101.0 crore each (RHP p.3).
• Who gets the shares: not less than 75% of the issue for qualified institutional buyers, not more than 15% for non-institutional investors and not more than 10% for retail individual investors, because the company does not meet the profit-track test of Regulation 6(1)(a) and comes under Regulation 6(2) (RHP p.3).
• Lead managers and registrar: Nuvama Wealth Management Limited, IIFL Capital Services Limited and Motilal Oswal Investment Advisors Limited; KFin Technologies Limited is the registrar (RHP p.2). CRISIL Ratings Limited is the monitoring agency (RHP p.84).

What the company does: a customer experience (CX) provider: it answers, sells to and collects from its clients' customers by voice, email, chat and messaging, and also offers AI data services such as data labelling (RHP p.191).

Who pays it: 208 business clients at June 30, 2026, 22 of them Fortune 1000 companies (RHP p.192). The largest client was 30.05% of FY26 revenue and the top ten 52.17% (RHP p.27). North America was 81.70% of FY26 revenue (RHP p.29).

Why it is raising money: ₹275.7 crore to repay or prepay loans of the company and five subsidiaries, ₹61.1 crore for two AI tools in its Omind subsidiaries, and the rest for unidentified acquisitions and general corporate purposes (RHP p.103).

How fast it has grown: revenue from operations from ₹991.3 crore in FY24 to ₹1,818.1 crore in FY26, and profit after tax from ₹36.3 crore to ₹169.8 crore (RHP p.67); our arithmetic puts the yearly growth at about 35.4% for revenue and 116.4% for profit (our arithmetic, RHP p.67).

The one thing to understand: much of the growth came from buying companies. The prospectus links the revenue rise in FY25 and FY26 mainly to acquisitions, with new clients (RHP p.454, RHP p.455), and goodwill was 26.15% of total assets at March 2026 (RHP p.31). The largest client grew from 14.35% of revenue in FY24 to 30.05% in FY26 (RHP p.27, RHP p.28).

02The business, in plain words

What Fusion CX does

The company was incorporated in Kolkata on February 25, 2004 as Xplore-Tech Services Private Limited, became Fusion CX Private Limited in June 2024 and a public company, Fusion CX Limited, on March 13, 2025 (RHP p.3). Pankaj Dhanuka and Kishore Saraogi co-founded it in 2004 (RHP p.194).

What it sells, share of FY26 revenue (RHP p.192, RHP p.193):

• Customer service: answering customer questions and complaints, 40.47%.
• Customer acquisition services: sales calls and sign-ups, 25.83%.
• Order fulfilment support: 14.73%.
• Payment and collections services: 5.62%.
• Customer retention services: 5.17%.
• Digital solutions: 4.53%.
• Technical support: 3.65%.

A client, say a telecom or utility company, needs its customers served → it contracts Fusion CX for a set of tasks → Fusion CX staff in India, the Philippines, Latin America, North America or Morocco handle the calls, chats and emails, helped by in-house AI tools → the client pays a fixed fee, a price per transaction or a fee linked to outcomes (RHP p.193, RHP p.194).

The company had 40 delivery centres and two sales offices in 13 countries at June 30, 2026, working in 28 languages (RHP p.191, RHP p.194). It had 13,735 CX employees and 3,829 field workers in India who read meters and do field work for electricity distribution companies (RHP p.194, RHP p.225).

Its technology arm is Omind, a subsidiary bought in 2023 from two promoter group entities, which builds tools such as MindVoice, a conversational AI platform, and Arya, an assistant for agents on live calls (RHP p.193, RHP p.197, RHP p.248).

Earnings equation: Revenue ≈ people deployed × hours or transactions billed × rate, less staff cost, which was 65.62% of FY26 revenue (RHP p.36). Revenue per employee was ₹0.136 crore in FY26 (RHP p.131). The prospectus does not give billed hours, seats or rates.

03Where the money comes from

By industry served, share of revenue (RHP p.191, RHP p.192):

By where the client is, FY26 (RHP p.29):

• United States 73.54%, Canada 8.17%, India 11.29%.
• El Salvador 3.71%, Morocco 2.99%, others 0.30%.

By currency, 85.26% of FY26 revenue was in US dollars (RHP p.194). The company has no hedging arrangements (RHP p.32).

Fusion CX customers: how concentrated the revenue is

Source: RHP p.27, RHP p.28 for the largest and top ten; RHP p.127 for the top five, which the company measures on a trailing twelve-month basis (RHP p.128). The largest customer's revenue was ₹546.4 crore in FY26 against ₹235.7 crore in FY25 (RHP p.27). Customers are not named for lack of consent (RHP p.28). Read from the filing: revenue does depend on a few clients, and on one in particular, which was about three in every ten rupees in FY26.

Some top-ten clients left: four in FY25 and one in FY26 terminated their contracts in the year (RHP p.27). Most contracts run under 24 months and many can be ended on short notice without penalty (RHP p.37). The top five clients have been with the company 13.02 years on average (RHP p.37).

Field work for Indian power distribution companies brought ₹115.1 crore in FY24, ₹132.6 crore in FY25 and ₹70.8 crore in FY26 (RHP p.225).

04The growth record

Fusion CX financials: revenue, profit and margins

Source: RHP p.66, RHP p.67, RHP p.68, RHP p.127. The three-month figures are not annualised.

Source: RHP p.127. The basis for offer price gives return on net worth of 30.74% for FY26, on its own method (RHP p.126).

Our arithmetic over FY24 to FY26 (RHP p.67, RHP p.127):

• Revenue grew about 35.4% a year (our arithmetic, RHP p.67).
• EBITDA grew about 77.6% a year (our arithmetic, RHP p.127).
• Profit after tax grew about 116.4% a year (our arithmetic, RHP p.67).
• EBITDA margin rose 759 basis points, so 10.6% → 18.1% rounded (RHP p.127); PAT margin rose 568 basis points.

Revenue fell 10.29% in FY24 and rose 34.09% in FY25 and 36.77% in FY26 (RHP p.127).

What sits around the record:

• Size: revenue went ₹991.3 cr → ₹1,818.1 cr from FY24 to FY26 (RHP p.67), and profit after tax ₹36.3 cr → ₹169.8 cr (RHP p.67).
• Cash: operating cash flow was ₹264.2 crore in FY26 (RHP p.68). Over FY24 to FY26 it was about 1.45 times profit after tax (our arithmetic, RHP p.67, RHP p.68).
• Other income was ₹33.7 crore in FY26, about 17.8% of profit before tax (our arithmetic, RHP p.67); a foreign exchange gain of ₹18.0 crore was part of it (RHP p.32).
• Tax: tax was about 10.3% of FY26 profit before tax (our arithmetic, RHP p.67).
• Customers: the largest customer was 30.1% of FY26 revenue (RHP p.27) and the top ten 52.2% (RHP p.27). North America was 81.7% of FY26 revenue (RHP p.29).
• Debt: borrowings were ₹266.9 crore at March 2026 against cash and bank balances of ₹103.5 crore (RHP p.66); net debt was about 0.5× FY26 EBITDA (our arithmetic, RHP p.66, RHP p.127). Return on capital employed was 71.6% in FY26 on the company's measure (RHP p.127).
• Goodwill: goodwill and other intangible assets were 33.8% of total assets at March 2026 (RHP p.31).
• Receivables: days sales outstanding went 94 → 76 from FY24 to FY26 (RHP p.127).
• Loans to group entities: the company lent ₹52.8 crore in FY26 to promoter group entities PKR Services Inc., Windows Technologies Private Limited and SSR Services Inc. (RHP p.73).
• Contingent liabilities: ₹9.9 crore of disputed income tax and GST demands at June 30, 2026 (RHP p.70).
• Cases against promoters: one criminal matter, a counter FIR that names Pankaj Dhanuka (RHP p.475); section 23 has the detail.
• The issue: a fresh issue of ₹500.0 crore and an offer for sale of ₹202.0 crore (RHP p.76), with ₹275.7 crore of the proceeds for loan repayment (RHP p.103).
• Valuation at the upper band: a market capitalisation of ₹4,172.0 crore (our arithmetic, RHP p.76) and a P/E of 24.6× on FY26 profit after tax on the enlarged share count (our arithmetic, RHP p.67, RHP p.76). The median P/E of the six peers the prospectus names is 22.0× (our arithmetic, RHP p.126), so the issue is +12% against the peer median (our arithmetic, RHP p.126). Section 16 has the detail.
• Industry: customer experience and business process outsourcing, business services and staffing in the fixed list (RHP p.151).

Including VA Platinum Offshoring Pty Ltd, bought in August 2026, the pro forma FY26 revenue is ₹1,959.0 crore and profit after tax ₹189.4 crore (RHP p.131, RHP p.252).

05What the growth is made of

Revenue rose by ₹826.8 crore from FY24 to FY26 (our arithmetic, RHP p.67). The prospectus explains it this way:

• FY25: up 34.09%, "primarily driven by the acquisition of Ready Call Centre and S4 communication LLC" and new customers (RHP p.455).
• FY26: up 36.77%, driven by the acquisition of Scribe.ology LLC and Infinity Outsourcing, Panama S.A. and new customers (RHP p.454).

Acquisitions in the period (RHP p.193, RHP p.250, RHP p.251, RHP p.252):

• Ready Call Center Limited, Belize, 2024, for $10.9 million.
• S4 Communications LLC, USA, December 2024, for $0.2 million plus an earn-out.
• Sequential Technology International, LLC, USA, January 2025, with an earn-out of up to $1.9 million linked to one contract.
• Scribe.ology LLC, USA, 2025, for $0.45 million.
• Skycom BPO, El Salvador and USA, 2025 and January 2026.
• VA Platinum Offshoring Pty Ltd, Australia, agreed on August 26, 2026, for AUD 26,975,104 including earn-outs (RHP p.252).

Telecom and other utilities revenue went from ₹306.7 crore in FY24 to ₹860.7 crore in FY26 (RHP p.191), and the largest customer's revenue from ₹142.2 crore to ₹546.4 crore (RHP p.27, RHP p.28). Field workforce revenue fell in FY26 (RHP p.225).

The offer document does not disclose revenue from acquired businesses separately from the existing business, nor billed hours or rates, so the increase cannot be split into acquisitions, volume and price.

06Earnings quality

The item that needs explaining is how much of the profit growth is the bought businesses and how much the rest. The prospectus gives a company-defined "adjusted" profit of ₹209.1 crore for FY26 against reported profit of ₹169.8 crore (RHP p.127), but the restated statements are the reported figures. Other income in FY24 was ₹30.2 crore against profit before tax of ₹36.7 crore (RHP p.67).

07The balance sheet

At March 31, 2026 (RHP p.66):

• Goodwill ₹362.2 crore and other intangible assets ₹106.4 crore, together 33.8% of total assets of ₹1,385.1 crore (RHP p.31).
• Trade receivables ₹375.1 crore; cash ₹89.6 crore and other bank balances ₹13.9 crore.
• Current loans given ₹71.5 crore, which rose to ₹97.2 crore at June 30, 2026.
• Borrowings ₹266.9 crore: non-current ₹79.8 crore and current ₹187.1 crore.
• Lease liabilities ₹135.6 crore.
• Other current financial liabilities ₹153.0 crore.

Fund-based borrowings were ₹299.5 crore at August 31, 2026, and non-fund-based ₹22.6 crore (RHP p.104). Debt to equity was 0.48 at March 2026 (RHP p.39). Contingent liabilities were ₹9.9 crore of disputed tax demands at June 30, 2026, and earn-outs on four acquisitions may still be payable (RHP p.50).

Promoters P N S Business Private Limited and Rasish Consultants Private Limited have given guarantees for the company's loans, including a ₹72.0 crore cash credit from HDFC Bank and term loans from Tata Capital (RHP p.45, RHP p.46).

Source: RHP p.66, RHP p.103. The capitalisation statement's after-issue column is not filled.

08What the money is for

Fusion CX IPO objects: what the money is for

Source: RHP p.103; percentages our arithmetic on ₹500.0 crore.

• Loans: the company, Omind Technologies Private Limited, Fusion BPO Services Limited (Canada), Ameridial Inc., O'Currance Inc. and S4 Communications LLC; all in FY27 (RHP p.103, RHP p.104).
• Omind: ₹36.9 crore to Omind USA and ₹24.2 crore to Omind India, as five-year unsecured loans at 8.50%, for developer, platform and licence costs over FY27 to FY29 (RHP p.116, RHP p.118). The risk factors show a different yearly schedule for the same ₹61.1 crore (RHP p.36).
• Acquisitions and general purposes: together capped at 35% of gross proceeds, and either one alone at 25% (RHP p.104). No target has been identified (RHP p.42). Two subsidiaries have signed non-binding letters of intent to acquire Impacx and Offshore MVP Pty Ltd (RHP p.32).

Into the business ₹500.0 crore, the fresh issue, before issue expenses (RHP p.76). To selling shareholders ₹202.0 crore, the offer for sale, to the two promoter companies (RHP p.76).

09Who is selling

Fusion CX IPO offer for sale: who is selling

Source: RHP p.3, RHP p.97; share counts at the upper band our arithmetic. The average cost of their shares is ₹0.13 and ₹0.12 a share (RHP p.1). Neither has acquired shares in the year before the prospectus (RHP p.98). At the upper band each sells about 5.4% and 5.7% of its holding (our arithmetic, RHP p.97).

10Promoters

The promoters are Pankaj Dhanuka, Kishore Saraogi, P N S Business Private Limited and Rasish Consultants Private Limited (RHP p.303). Pankaj Dhanuka, 56, is Chairman, Managing Director and Chief Executive Officer; Kishore Saraogi, 57, is Managing Director and Chief Operating Officer; both are resident in Georgia, USA (RHP p.303, RHP p.304). The prospectus gives them 22 and 27 years in the BPO and CX industry (RHP p.194).

Pankaj Dhanuka holds 99.99% of P N S Business Private Limited, which also trades round bars and billets; Kishore Saraogi holds 99.99% of Rasish Consultants Private Limited (RHP p.304, RHP p.305). The two individuals hold no shares in Fusion CX directly (RHP p.95).

What the company pays them (RHP p.74):

• Pankaj Dhanuka: ₹1.7 crore in FY24, ₹5.7 crore in FY25, ₹5.6 crore in FY26.
• Kishore Saraogi: ₹3.0 crore in FY24, ₹5.4 crore in FY25, ₹5.4 crore in FY26.
• Together ₹4.6 crore → ₹11.0 crore from FY24 to FY26 (RHP p.74).

Promoter economics: the founding holding companies subscribed at ₹10 and about ₹10.48 a share in 2005, received 4-for-5 bonus issues in 2006 and 2007, a split from ₹10 to ₹1 in June 2022 and a 3-for-1 bonus in September 2022 (RHP p.88, RHP p.89). Dividends paid to them were ₹3.4 crore in FY26 (RHP p.74).

Other matters: Pankaj Dhanuka's director identification number was suspended in 2017 over a different company's missed filings and restored in December 2019 (RHP p.49, RHP p.50). The company lent ₹0.16 crore to Rasish Consultants Private Limited, outstanding at June 30, 2026 (RHP p.52). The registered office is sub-leased from Window Technologies Private Limited, a promoter group company, at ₹0.08 crore a month (RHP p.44).

11Who already owns it

Fusion CX promoter holding before and after the IPO

Source: RHP p.95, RHP p.96. On a fully diluted basis with vested options the total is 130,032,648 shares (RHP p.95). The largest other holders are Nalin Ranjan Tikkoo with 0.70% and Bob Hotchandani with 0.54% (RHP p.97); no holder outside the promoters has 1% or more (RHP p.96).

After the issue, at the upper band: 17,301,038 new shares make 144,360,333 shares, and the promoters, after selling 6,989,618 shares, would hold 118,115,182, so promoter holding goes 98.5% → 81.8% (our arithmetic, RHP p.95, RHP p.76).

12What changed just before the IPO

• The company bought Omind Technologies Inc. and its subsidiaries from promoter group entities PKR Services Inc. and SSR Services Inc. for $10,000, effective December 31, 2023 (RHP p.248).
• Ready Call Center, S4 Communications, Sequential Technology International, Scribe.ology and Skycom were bought in 2024 to January 2026, and VA Platinum agreed in August 2026 (RHP p.193, RHP p.252).
• Competent Synergies Private Limited, a wholly owned subsidiary, was amalgamated into the company with effect from April 1, 2023 (RHP p.39).
• The name changed from Xplore-Tech Services Private Limited in June 2024, and the company became public on March 13, 2025 (RHP p.3).
• The statutory auditor changed: MSKA and Associates resigned on March 9, 2024 over professional fees, and M S K C & Associates LLP was appointed on April 24, 2024 (RHP p.79).
• Employee share allotments: 319,024 shares at ₹60 in December 2025, and 84,236 at ₹60 and 643,635 at ₹62 on September 27, 2026 (RHP p.89). The last allotment before the IPO was at ₹62 a share in September 2026 (RHP p.89).
• The largest customer went from 14.35% of revenue in FY24 to 30.05% in FY26 (RHP p.27, RHP p.28), and India's share of revenue fell from 23.78% to 11.29% (RHP p.29).
• Field workforce fell from 10,747 people in March 2025 to 4,077 in March 2026 (RHP p.31).
• Promoter remuneration went ₹4.6 crore → ₹11.0 crore from FY24 to FY26 (RHP p.74).
• Loans to promoter group entities PKR Services Inc. and Windows Technologies Private Limited began in FY25 (RHP p.73).
• Revenue went ₹991.3 cr → ₹1,818.1 cr and profit after tax ₹36.3 cr → ₹169.8 cr from FY24 to FY26 (RHP p.67); receivable days went 94 → 76 (RHP p.127).
• No bonus issue or share split in FY24 to FY26; the last were in 2022 (RHP p.89).

13Capacity and expansion

Source: RHP p.191, RHP p.194, RHP p.224.

Employees by country include India 5,479 CX staff, the Philippines 2,822, El Salvador 2,191, Belize 1,113 and the USA 597 (RHP p.223, RHP p.224). Voluntary attrition among CX staff was 26.50% in FY26 and 31.20% in the year to June 2026 (RHP p.31). All delivery centres are leased (RHP p.44).

The issue funds no new centres. The capital spent from the issue is on Omind's software, with no hardware purchase (RHP p.117). The prospectus does not disclose seats, seat utilisation or billable hours.

14Market size and industry structure

Fusion CX industry: market size and growth

The industry chapter reproduces in full "Customer Experience (CX) Industry Overview" dated September 26, 2026, by Everest Business Advisory India Private Limited, commissioned and paid for by the company (RHP p.151).

As claimed: the report puts the global CX industry, in-house and outsourced, at about ₹34.54 trillion (US$360 billion) in 2025, and projects ₹35.03 trillion by 2027 (RHP p.151). The outsourced part was about 33.2% of the market in 2025, up from 27.2% in 2020, and the report projects 34.5% by 2027 (RHP p.161).

The part that is addressable: outsourced CX for clients mainly in North America, delivered from India, the Philippines, Latin America and North Africa. The report does not give a rupee figure for the outsourced market in the text, nor for the verticals the company serves.

What the company is today: FY26 revenue of ₹1,818.1 crore (RHP p.67), a small fraction of the market the report sizes. The report places Fusion CX among "mid-sized CX providers", those with revenue under ₹95.91 billion, with ibex, Qualfon and VXI (RHP p.176).

Size over time: the report projects in-house CX to change by about -0.23% a year from 2025 to 2027 and outsourced CX to grow about 2.58% a year (RHP p.162). The digital CX segment, chat, self-service and similar channels, reached ₹1,805.6 billion in 2025 after growing about 14.19% a year from 2021; the report projects about 19.04% a year to ₹2,558.5 billion by 2027 (RHP p.173).

Segments: the report splits the market into in-house and outsourced, and by region. It expects North America to be about 41.5% of global outsourced demand by 2027 (RHP p.162); EMEA was about 32.7% (RHP p.163); it projects APAC demand growth to moderate to 2.8% (RHP p.164). By channel it separates traditional voice-led CX from digital CX (RHP p.173). The company sells into the outsourced segment, mainly for North American clients, in telecom and utilities, healthcare, banking and finance, retail and high-tech.

What drives demand: the report names personalisation, multilingual human support, new service lines such as data annotation, trust and safety and physical AI, AI-led service, and growth in emerging markets (RHP p.153, RHP p.154). It says outsourced digital CX often costs 20 to 30% less per interaction than in-house models (RHP p.160), and that offshore delivery was 47% of outsourced CX staff strength in 2025 (RHP p.165). Nearshore locations such as Mexico, Colombia, El Salvador, Jamaica and Belize are named as cost-saving options for US clients (RHP p.165).

Structure: the report sorts providers into large CX providers such as Teleperformance, Concentrix, Foundever, TTEC and Telus Digital; IT and BPO firms such as Genpact, Infosys, Tech Mahindra and TCS; industry-focused firms such as Intouch CX, ResultsCX and TaskUs; and mid-sized firms including Fusion CX (RHP p.176). It describes active consolidation, including Concentrix with Webhelp and Teleperformance with Majorel in 2023, and Capgemini's US$3.3 billion purchase of WNS in October 2025 (RHP p.170). The report itself calls the industry "saturated" with providers that compete on price (RHP p.190).

Inputs and trade: the main input is people. Staff cost was 65.62% of the company's FY26 revenue (RHP p.36). The report names inflation in delivery hubs, currency swings and talent shortages as delivery-side pressures (RHP p.155). The business is an export of services: 88.71% of FY26 revenue came from clients outside India (RHP p.29).

Rules: data protection and privacy laws in each country served, including India's Digital Personal Data Protection Act, 2023, HIPAA and other US laws for health and financial data, Canada's PIPEDA, the UK and EU GDPR and the Philippines' Data Privacy Act (RHP p.34, RHP p.35). Some US states restrict offshore outsourcing in certain sectors (RHP p.41).

What the chapter says can go wrong: automation by voice AI and generative AI that reduces the need for human agents; economic slowdowns that cut CX budgets; geopolitical tension; inflation and currency moves; talent shortages; climate events; and data privacy and fragmented regulation (RHP p.155). For the company in particular it adds clients moving work in-house, vendor consolidation and attrition (RHP p.190).

15Competitive position

Fusion CX competitors

Source: RHP p.176. The report gives no revenue, margin or borrowing figures for these firms. Listed Indian peers, with figures, are in section 15.

Why clients use this company rather than another, as the prospectus puts it: delivery from onshore, nearshore and offshore centres in 13 countries, support in 28 languages, in-house AI tools from Omind, and long relationships, 13.02 years on average for the top five clients (RHP p.125, RHP p.37, RHP p.194). Many competitors have far greater financial and technical resources (RHP p.33).

16Peers the company named

Peers named in the offer document: Firstsource Solutions, eClerx Services, Alldigi Tech, Inventurus Knowledge Solutions, Sagility India and Hinduja Global Solutions (RHP p.126).

Fusion CX listed peers

Source: RHP p.126; peer P/E at closing prices of September 4, 2026, converted from ₹ million. The prospectus gives the peers' average P/E as 26.65 times, between 14.12 and 51.07 (RHP p.126). Five of the six peers have higher total income than Fusion CX, Firstsource Solutions about five times as much; Alldigi Tech is about a third of its size (our arithmetic, RHP p.126). Inventurus Knowledge Solutions and Sagility India work mainly for US healthcare clients, and eClerx Services mainly in data and analytics, which the KPI comparison reflects in their vertical mix (RHP p.131).

17Valuation at the issue price

Fusion CX IPO valuation and P/E

At the upper band of ₹289, with 17,301,038 new shares added to 127,059,295 existing shares (our arithmetic, RHP p.76):

Source: RHP p.67, RHP p.76, RHP p.126; our arithmetic. At the lower band of ₹275 the market capitalisation is ₹3,994.1 crore (our arithmetic, RHP p.76).

Enterprise value on the shares before the issue, with March 2026 borrowings of ₹266.9 crore and cash and bank balances of ₹103.5 crore, is ₹3,835.4 crore, 11.6 times FY26 EBITDA of ₹329.9 crore (our arithmetic, RHP p.66, RHP p.127); lease liabilities of ₹135.6 crore are left out (RHP p.66). After the issue, book value including the gross fresh issue would be about ₹1,060.6 crore, and the market capitalisation at the upper band 3.9 times that (our arithmetic, RHP p.66). On the pro forma FY26 profit with VA Platinum, ₹189.4 crore, the P/E at the upper band would be 22.0 times (our arithmetic, RHP p.131).

The six peers the prospectus names traded at 14.12 to 51.07 times earnings on September 4, 2026, with a median of 22.0 times (our arithmetic, RHP p.126). At the upper band the issue is priced at 24.6 times FY26 profit on the enlarged share count, about 12% above that median, and 21.6 times FY26 diluted EPS on the prospectus's own share basis.

18Risks, in plain words

Fusion CX IPO risks

Customers: the largest customer was 30.05% of FY26 revenue (RHP p.27) → losing or shrinking that account would cut revenue by a share the company could not quickly replace → the top ten were 52.17%, and most contracts run under 24 months with short-notice exits (RHP p.27, RHP p.37).

Geography and currency: North America was 81.70% of FY26 revenue (RHP p.29) and 85.26% was billed in US dollars (RHP p.194) → a stronger rupee or US policy against offshore work moves revenue and margin → there is no hedging, and the FY26 profit included a ₹18.0 crore currency gain (RHP p.32).

Acquisitions: growth has come largely from acquisitions (RHP p.454, RHP p.455) → goodwill is tested for impairment each year and a write-down would hit profit → goodwill was ₹362.2 crore, 26.15% of total assets, at March 2026 (RHP p.31). Up to 25% of gross proceeds may go to acquisitions not yet identified (RHP p.104).

Technology: generative AI may let clients automate or bring work in-house (RHP p.37, RHP p.38) → fewer hours for human agents → the issue puts ₹61.1 crore into Omind's AI tools, with no assurance of results (RHP p.36).

People: staff cost was 65.62% of FY26 revenue (RHP p.36) → wage rises the company cannot pass on cut margins → voluntary attrition was 26.50% in FY26 (RHP p.31).

Related parties: the company lent ₹52.8 crore to promoter group entities in FY26 (RHP p.73) → repayment depends on those entities → current loans given stood at ₹97.2 crore at June 30, 2026 (RHP p.66).

Financial: borrowings were ₹266.9 crore at March 2026, mostly at floating rates (RHP p.66, RHP p.39) → the issue repays up to ₹275.7 crore (RHP p.103). Statements to banks did not match the books in each of FY24 to FY26 (RHP p.40, RHP p.41).

Legal: disputes over past acquisitions are pending in US courts, including a USD 6.00 million claim over the Sequential purchase price (RHP p.470) → an adverse outcome adds cost → see section 23.

Issue-specific: the company does not meet the profit-track test of Regulation 6(1)(a), so 75% of the issue is for institutions (RHP p.3). The two promoter companies receive ₹202.0 crore from the offer for sale (RHP p.3).

19Litigation and regulatory matters

Cases against Fusion CX and its promoters

The prospectus counts against the company 5 criminal, 12 tax and 4 material civil matters, and against subsidiaries 2 criminal, 9 tax and 8 material civil matters (RHP p.26); it gives an aggregate amount for each group that mixes claims and demands, so it is not repeated here. No case is listed against the promoters other than as directors (RHP p.26).

The company is pursuing several clients for unpaid bills, including an insolvency application against One Mobikwik Systems Private Limited for ₹1.8 crore (RHP p.467, RHP p.468). An arbitration by Karvy Data Management Services Limited was closed and settled in September 2026 (RHP p.26). The Reserve Bank of India fined the company ₹0.01 crore in 2013 for a late overseas investment filing (RHP p.38).

There are no actions by regulatory and statutory authorities against the company (RHP p.471).

20Related-party transactions

Source: RHP p.72, RHP p.73, RHP p.74, converted from ₹ million. In the three months to June 2026 the company lent a further ₹20.6 crore to PKR Services Inc. and ₹7.8 crore to Windows Technologies Private Limited (RHP p.73).

What appeared or changed in the two years before filing: loans to PKR Services Inc. began in FY25 and grew in FY26; before the Omind purchase took effect on December 31, 2023, the group paid Omind ₹15.2 crore of subscription costs and sold it ₹7.3 crore of equipment in FY24 (RHP p.72); professional fees to GSTP (HFS) Private Limited and SSR Services Inc. stopped after FY25 (RHP p.72). The company says its related-party transactions were at arm's length (RHP p.53).

21What the offer document does not say

Revenue from acquired businesses, separately from the existing business, is not disclosed, so organic growth cannot be measured. Billed hours, seats, utilisation and price per hour are not given. The largest customer is not named. The terms of the loans to PKR Services Inc. and Windows Technologies Private Limited, and what those entities do with the money, are not set out in the pages read. The amount for acquisitions and general corporate purposes, the issue expenses and post-issue holdings are blank (RHP p.103, RHP p.97).

Some differences are recorded as document matters: revenue for FY26 is ₹18,182.38 million in the geography table and ₹18,181.38 million in the profit and loss (RHP p.29, RHP p.67); the top ten customers are 52.17% of FY26 revenue in the risk factors and 49.66% in the KPI table, on a different basis (RHP p.27, RHP p.127); FY26 return on net worth is 30.74% in one table and RoE 30.30% in another (RHP p.126, RHP p.127);

the deployment schedule for the Omind investment is FY27 to FY29 in the objects and Fiscal 2026 to 2028 in the risk factors (RHP p.103, RHP p.36); and the industry report counts 14 countries where the company says 13 (RHP p.151, RHP p.194).

22Five questions for management

1. How much of FY26 revenue and EBITDA came from businesses acquired since April 2024, and how much did the rest grow?
2. Which services does the largest customer use, how long is its current contract, and on what notice can it end it?
3. What are the terms, security and purpose of the ₹52.8 crore lent to PKR Services Inc., Windows Technologies Private Limited and SSR Services Inc. in FY26?
4. How many seats does the company have, and what share of them was billed in FY26?
5. Why did the quarterly statements to banks differ from the books in each of FY24 to FY26, and by how much?

1Sources and cited facts

This study was read from 1 document the company filed. The 172 figures it cites are listed under the document each came from, with the page and the sentence as printed.