DIRECTORS' REPORT

The Board of Directors are pleased to present the 32^nd Annual Report of your Company (“the Company” or
“Fusion”) along with the Standalone Audited Financial Statements, for the Financial Year ended March 31, 2026
(“year under review”).

1. FINANCIAL SUMMARY/STATE OF AFFAIRS

The financial statements of the Company for the year ended March 31, 2026 have been prepared in accordance with
Indian Accounting Standards (“Ind AS”) prescribed under section 133 of the Companies Act, 2013 (the “Act”), read with
Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Schedule III to the Act, as amended from
time to time and applicable guidelines issued by Securities and Exchange Board of India (SEBI).

The financial results of the Company for the current Financial Year ended March 31, 2026, as compared to the previous
Financial Year ended March 31, 2025, are as under:

During the Financial Year 2025-26, the Company achieved a net profit of INR 13.85 crores for the year, in comparison to
loss reported in previous financial year 2024-25 of INR 1,224.54 crores.

2. OPERATIONAL PERFORMANCE

Operational performance of the Company for the Financial Year ended March 31, 2026 as compared to the previous
Financial Year ended on March 31, 2025 is summarized below:

In MFI, the Company has a total of 21,50,131 active loan Borrowers as on March 31, 2026, which has decreased from
31,91,002 as on March 31, 2025. The reduction in active loan borrowers during the year was 32.62%.

In MSME, the Company has a total of 19,091 active loan Borrowers as on March 31, 2026, which has increased from 19,081
as on March 31, 2025.

3. CASH FLOW STATEMENT

The Cash Flow Statement for the financial year ended
on March 31, 2026 prepared under the applicable
provisions of the Companies Act, 2013 read with
applicable Ind-AS is forming part of the Audited
Financial Statements of the Company.

4. ANNUAL RETURN

Pursuant to sub-section (3)(a) of Section 134 and sub¬
section (3) of Section 92 of the Act, read with Rule 12
of the Companies (Management and Administration)
Rules, 2014, a copy of the draft Annual Return as
on March 31, 2026 is available on the website of the
company at www.fusionfin.com

5. DEPOSITS

The Company is a non-deposit taking Non-Banking
Financial Company - Micro Finance Institution (NBFC-
MFI) and has not accepted any public deposits within
the ambit of RBI (NBFC - Acceptance of Public
Deposits) Directions, 2025 or Section 73 of the Act read
with Companies (Acceptance of Deposits) Rules, 2014.
Further the Company continues to be a non-deposit
taking Non-Banking Financial Company in conformity
with the guidelines of the RBI. Therefore, the disclosures
required under Rule 8(5)(v) of Companies (Accounts)
Rules, 2014 and Rule 2(1)(c) of Companies (Acceptance
of Deposits) Rules, 2014 are not applicable.

6. TRANSFER TO RESERVES

During the Financial Year 2025-26, the Company has
transferred Rs. 2.77 crores to the statutory reserve
pursuant to Section 45-IC of the Reserve Bank of India
Act, 1934.

7. DIVIDEND DISTRIBUTION POLICY

Pursuant to the provisions of Regulation 43A of the
Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (the 'SEBI LODR Regulations'), the Company
had formulated a dividend distribution policy,
which sets out the parameters and circumstances
to be considered by the Board of Directors ('Board')
in determining the distribution of dividend to its
shareholders and/or retaining profit earned. The said
policy is available on the website of the Company at
https://fusionfin.com/wp-content/uploads/2025/11/
Fusion-Finance-Dividend-Distribution-Policy.pdf

8. DIVIDEND

The Board of Directors of your Company is focused on
driving sustainable business growth and enhancing
long-term shareholder values. In line with this objective
and considering the substantial resources required to

support the Company's long-term strategic initiatives,
the Board has not recommended any dividend for the
FY 2025-26.

9. TRANSFER OF UNCLAIMED DIVIDEND AND SHARES
TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 125 of the Act, unclaimed dividends
along with shares in respect of which dividend are not
claimed for a period of 7 consecutive years are required
to be transferred to the Investors Education and
Protection Fund. There has been no dividend declared
and unpaid in the last Seven (7) years and year under
review and hence, the same is not applicable.

10. COMPLIANCE AND REGULATORY

Fusion Finance Limited (Formerly known as Fusion
Micro Finance Limited) ('the Company'), was originally
incorporated as 'Ambience Fincap Private Limited' on
September 5, 1994 under the Companies Act, 1956. On
January 9, 2003, the Reserve Bank of India (RBI) granted
a certificate of registration as a non-deposit accepting,
non-banking financial company under Section 45-IA of
the Reserve Bank of India Act, 1934.

Subsequently, the name of Company was changed
to 'Fusion Micro Finance Private Limited' and a fresh
certificate of incorporation, dated April 19, 2010, was
issued, post which the RBI granted a certificate of
registration dated May 19, 2010 reflecting the change
of name. Thereafter, the Company was issued a
fresh certificate dated January 28, 2014 from RBI for
carrying on the business of Non-Banking Financial
Company-Micro Finance Institution ('NBFC-MFI'). The
name of the Company was further changed to Fusion
Micro Finance Limited upon conversion to a public
limited company pursuant to the special resolution
passed by the Shareholders of the Company and a
fresh certificate of incorporation was issued dated July
20, 2021. Thereafter, the name of the Company was
further changed to Fusion Finance Limited with effect
from July 09, 2024. A fresh certificate consequent to
change in the name of Fusion Finance Limited was
issued by Registrar of Companies, Central Processing
Centre, Haryana on July 09, 2024. The registered office
of the Company is situated at H-1, C-Block, Community
Centre, Naraina Vihar, New Delhi-110028.

The Company has listed its equity shares on both BSE
Limited (“BSE”) and National Stock Exchange of India
Limited (“NSE”) w.e.f November 15, 2022 and traded on
BSE (Scrip Code: 543652) and NSE (Symbol: FUSION)
under the ISIN: INE139R01012. Further, during the
year under review, the Company has listed its Non¬
Convertible Debt Instruments on BSE Limited. The

listing fees to BSE & NSE for the Financial Year 2025-26
has been duly paid within applicable timelines.

Pursuant to the Reserve Bank of India (Non-Banking
Financial Companies - Registration, Exemptions and
Framework for Scale Based Regulation) Directions,
2025 issued by the RBI vide circular dated November
28, 2025 (“SBR Framework”), the Company has been
categorised as an NBFC - Middle Layer (“NBFC-ML”).

During the year under review, the Company has
received a corporate agency license on October 17,
2025 from the Insurance Regulatory and Development
Authority of India (IRDAI).

The Company has complied with and continues to
comply with all applicable laws, rules, regulations,
circulars, notifications and directions issued by the
Reserve Bank of India (“RBI”), including those applicable
to NBFC-MFIs, the applicable provisions of Companies
Act, 2013 and rules and regulations made thereunder,
the applicable provisions of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, SEBI
(Prohibition of Insider Trading) Regulations, 2015, SEBI
(Issue and Listing of Non - Convertible Securities),
Regulations 2021, SEBI (Issue of Capital and Disclosure
Requirements) Regulations 2018, SEBI (Substantial
Acquisition of Shares and Takeovers) Regulations,
2011, SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 (“SBEB Regulations”) or such
other applicable regulations/notifications/circulars/
master circulars issued by SEBI, Stock Exchanges
and Depositories in this regard, Secretarial Standards
issued by ICSI and notified by MCA or any amendments
thereof, and the IRDAI (Registration of Corporate
Agents) Regulations, 2015, along with other applicable
directions and guidelines issued by the Insurance
Regulatory and Development Authority of India
(“IRDAI”). The Company does not undertake any activity
other than those specifically permitted for NBFC-MFIs
under the applicable RBI regulatory framework and
objects defined under the Memorandum ofAssociation
and for Corporate Agents under the applicable IRDAI
regulatory framework.

11. NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2025-26, the Board met
14 (Fourteen) times and details related to the Board
Meetings of the Company are mentioned in the
Corporate Governance Report annexed as “ANNEXURE
-1”, which forms part of this report. The intervening gap
between the Board Meetings was within the period
prescribed under the Act and SEBI LODR Regulations.

12. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there was no change in

the nature of business of the Company.

13. DIRECTORS AND KEY MANAGERIAL PERSONNELS(KMP)a. Changes in Directors during the FY 2025 -26

(i) The Shareholders in the 31^st Annual General Meeting
of the Company held on July 22, 2025 approved
the re-appointment of Mr. Devesh Sachdev (DIN:
02547111), retiring by rotation, as the Director of the
Company.

Further, Mr. Sachdev resigned from the position of
Managing Director of the Company on September
30, 2025 and resigned from the directorship of the
Company w.e.f. November 4, 2025.

(ii) Mr. Sanjay Garyali (DIN: 11046442) was appointed as
an Additional Director designated as Whole-Time
Director w.e.f. August 18, 2025. The appointment of
Mr. Garyali as Director and Whole-Time Director
was approved by shareholders via Postal ballot on
October 19, 2025. Subsequently Mr. Garyali was
appointed as Managing Director of the Company
with effect from September 30, 2025. The
appointment of Mr. Sanjay Garyali, as Managing
Director was approved by the Shareholders of
the Company by passing a Special Resolution via
postal ballot on January 7, 2026, on the terms and
conditions as approved by the shareholders via
postal ballot on October 19, 2025, for the period of
5 (five) consecutive years commencing from August
18, 2025 to August 17, 2030.

(iii) Mr. Narendra Ostawal (DIN: 06530414), representing
Honey Rose Investment Limited (Warburg Pincus),
has resigned from the directorship of the Company
w.e.f. September 04, 2025.

(iv) Mr. Hemant Omprakash Mundra (DIN: 08192978)
was appointed as an Additional Non-Executive
Director of the Company w.e.f. September 04, 2025,
representative of Honey Rose Investment Limited
(Warburg Pincus). Subsequently, the appointment
of Mr. Mundra was approved by the Shareholders of
the Company via postal ballot on October 19, 2025,
liable to retire by rotation. The requisite approval
from Reserve Bank of India has been obtained by
the Company.

(v) Mr. Rajeev Sardana (DIN: 06648276), was appointed
as an Additional Non-Executive Independent
Director of the Company w.e.f. August 18, 2025 and
subsequently the appointment of Mr. Sardana was

approved by the Shareholders of the Company by
way of postal ballot on October 19, 2025, for a period
of five (5) consecutive years with effect from August
18, 2025 to August 17, 2030, not liable to retire by
rotation.

(vi) Mr. Brahmanand Hegde (DIN: 02984527), was
appointed as an Additional Non-Executive
Independent Director of the Company w.e.f.
February 6, 2026 and subsequently the appointment
of Mr. Hegde was approved by the shareholders via
postal ballot on May 2, 2026, for a period of five (5)
consecutive years with effect from February 06,
2026 up to February 05, 2031, not liable to retire by
rotation.

(vii) Mr. Kenneth Dan Vander Weele (DIN: 02545813),
representing Creation Investments Fusion, LLC and
Creation Investments Fusion II, LLC, has resigned
from the directorship of the Company w.e.f. March
31, 2026.

(viii) Ms. Remika Agarwal (DIN: 09438221) representing
Creation Investments Fusion, LLC and Creation
Investments Fusion II, LLC, was appointed as an
Additional Non-Executive Director w.e.f. March 31,
2026 and subsequently, the appointment of Ms.
Remika Agarwal was approved by the shareholders
via postal ballot on May 02, 2026, for a period of
five consecutive years commencing from March 31,
2026 to March 30, 2031, liable to retire by rotation.
The requisite approval from Reserve Bank of India
has been obtained by the Company.

(ix) Post closure of FY 2025-26, the second and final
term of Ms. Ratna Dharashree Vishwanathan (DIN:
07278291) would be completed on May 23, 2026.

b. Changes in Key Managerial Personnels during the FY

2025-26:

(i) Mr. Gaurav Maheshwari, resigned from the position
of Chief Financial Officer of the Company w.e.f.
June 25, 2025.

(ii) Mr. Amandeep Singh, was appointed as Interim
Chief Financial Officer of the Company w.e.f. June
26, 2025, who resigned from the position of Interim
Chief Financial Officer w.e.f. January 17, 2026.

(iii) Mr. Deepak Madaan, resigned from the position of
Company Secretary & Chief Compliance Officer of
the Company w.e.f. August 17, 2025.

(iv) Mr. Vikrant Sadana, was appointed as Company
Secretary & Compliance Officer of the Company
w.e.f. August 18, 2025.

(v) Mr. Krishan Gopal, was appointed as Chief Financial
Officer of the Company w.e.f. January 17, 2026.

The above changes in Directors and KMPs represent
a significant step in strengthening Fusion's leadership
team and reinforcing its corporate governance
framework. The Board believes that these changes
are in alignment with the principles of transparency,
accountability, independence and ethical conduct,
which underpin the Company's governance
philosophy. These initiatives are aligned with the
Company's long-term strategic objectives and are
expected to enhance organizational effectiveness,
enable sustainable growth, and support the creation
of long-term value for all stakeholders.

c. Woman Director

In terms of the provisions of Section 149 of the
Companies Act, 2013, and Regulation 17(1 )(a) of the
SEBI LODR Regulations, the Company shall have at
least one Woman Director on the Board. As on March
31, 2026, the Board comprised Ms. Namrata Kaul and
Ms. Ratna Dharashree Vishwanathan as Independent
Women Directors, and Ms. Remika Agarwal as Non¬
Executive, Non Independent Woman Director. Further,
Ms. Ratna Dharashree Vishwanathan would complete
her tenure (second and final term) on May 23, 2026.

d. Director liable to retire by rotation

Mr. Sanjay Garyali (DIN: 11046442) is liable to retire
by rotation at the ensuing 32^nd Annual General
Meeting and, being eligible, has offered himself for
re-appointment. The Board, based on its evaluation,
recommends his re-appointment as a Director of
the Company. The requisite disclosures pursuant to
Regulation 36(3) of the SEBI LODR Regulations, along
with his brief profile, form part of the Notice of the 32^nd
Annual General Meeting of the Company.

e. Key Managerial Personnel (KMP)

As per the provisions of the Act, as on March 31, 2026,
Mr. Sanjay Garyali, Managing Director & Chief Executive
Officer, Mr. Krishan Gopal, Chief Financial Officer and
Mr. Vikrant Sadana, Company Secretary & Compliance
Officer are the KMPs of the Company.

14. DECLARATION OF INDEPENDENCE

The Company has received necessary declarations
from each Independent Director as per the provisions
of Section 149(7) of the Act read with Regulation 16 &
25(8) of SEBI LODR Regulations, that they meet the
criteria of Independence as laid down in Section 149(6)
of the Act and Regulation 16(1) (b) of the SEBI LODR
Regulations.

There has been no change in the circumstances
affecting their status as Independent Directors of
the Company or to disqualify under the Act and the
relevant regulations.

16. CAPITAL ADEQUACY

The Capital Adequacy Ratio of the company was
stood at 36.46% as on March 31, 2026, as against the
minimum capital adequacy requirements of 15% by
Reserve Bank of India (“RBI”).

17. FAIR PRACTICE CODE

The Company has in place a Fair Practice Code (FPC)
approved by the Board in compliance with the
guidelines issued by RBI, to ensure better service and
provide necessary information to customers to take
informed decisions. The FPC is available on the website
of the Company at www.fusionfin.com.

18. CUSTOMER GRIEVANCES

The Company has a dedicated team on Customer
Service for receiving and handling customer
complaints/ grievances and ensuring that the
customers are treated fairly and without any bias at all
times. All issues raised by the customers are dealt with
courtesy and redressed expeditiously.

During the year under review, the Board has
constituted Customer Service Committee to oversee
the governance customer related services provided.
The detailed terms of reference and constitution
details are provided under Corporate Governance
Report annexed as “ANNEXURE-1”.

In the opinion of the Board all the Independent
Directors are the person of integrity and possess
requisite qualification/ skill/ expertise required for their
roles and they are independent of the Management.

19. RESOURCE MOBILIZATION
Term Loan / Sub debt /Refinance

During the year under review, the Company diversified
its sources of funds and raised a sum of Rs. 4,045.80
Crore (Inclusive of Term Loan of Rs. 3,872.70 Crore, and
ECB of Rs. 173.10 Crore).

Secured / Unsecured Non-convertible debentures

During the year under review, the Company has raised
INR 310.00 Crores from issuance of listed, secured Non¬
Convertible Debentures.

Direct Assignment/Pass Through Certificate

During the year under review, the Company raised
resources to the extent of Rs. 1,623.55 Crore through
Direct Assignment (1,166.00 Crore) and Pass-Through
Certificate (457.55 Crore).

20. SHARE CAPITAL

The Authorised Share Capital of the Company as on
March 31, 2026 is stood at Rs. 2,00,00,00,000 (Rupees
Two Hundred Crore only) consisting of 20,00,00,000
(Twenty Crore) Equity Shares of INR 10/- each.

The Issued and Paid-up Equity Share Capital of
the Company as on March 31, 2026, stood at INR
1,61,88,62,330 (Rupees One Hundred Sixty One Crore
Eighty Eight Lakh Sixty Two Thousand Three Hundred
Thirty only) consisting of 16,13,75,774 (Sixteen Crore
Thirteen Lakh Seventy Five Thousand Seven Hundred
and Seventy Four) Fully paid-up Equity Shares of INR

10/- each and 7,06,503 (Seven Lakh Six Thousand Five
Hundred Three) partly paid-up Equity Shares of INR 5/-
each.

During the year, the Company has successfully
completed the Rights Issue. The Rights Issue
Committee on May 02, 2025 has approved allotment
of 6,10,58,392 partly paid up equity shares at INR 131/-
per share (including face value of INR 10/- each and
a premium of INR 121/- per equity share) aggregating
to ~INR 800 Crore; out of which an amount of INR
65.50/- per share (including face value of INR 5 each
and a premium of INR 60.50 per share), aggregating
to an amount of INR 399.93 crore has been paid by the
eligible equity shareholders as application money for
subscription of right issue.

Further, as approved by the Board of Directors in their
meeting dated November 04, 2025, Company issued
notice to pay the first and final call money of INR
65.50/- per share (including face value of INR 5 each
and a premium of INR 60.50 per share) on November
13, 2025 to the eligible shareholder holding shares as on
record date i.e. November 11, 2025. Company received
call money of INR 3,95,30,48,729.50/- (Rupees Three
Hundred and Ninety Five Crore Thirty Lakh Forty Eight
Thousand Seven Hundred Twenty Nine and Fifty Paisa
only) on 6,03,51,889 (Six Crore Three Lakh Fifty One
Thousand Eight Hundred Eighty Nine) partly paid-up
equity shares. Accordingly, the Right Issue Committee

approved the conversion of 6,03,51,889 partly paid up
equity shares to fully paid equity shares.

Further, on February 11, 2026, the Company issued
first reminder notice to shareholders for payment of
call money on the remaining 7,06,503 (Seven Lakh
Six Thousand Five Hundred Three) partly paid equity
shares, amounting to INR 4,62,75,946.50 (Rupees Four
Crore Sixty Two Lakh Seventy Five Thousand Nine
Hundred Forty Six and Paise Fifty only). Out of which,
the Company received call money of INR 2,05,94,182.50
(Rupees Two Crore Five Lakh Ninety-Four Thousand
One Hundred Eighty-Two and Paise Fifty only) on
3,14,415 (Three Lakh Fourteen Thousand Four Hundred
Fifteen) partly paid-up shares. As on date of the report,
the call money on 3,92,088 partly paid-up equity shares
remain outstanding which amounts to INR 2,56,81,764
(Rupees Two Crores Fifty Six Lakh Eighty One Thousand
Seven Hundred Sixty Four only).

Further, the Company has not bought back any of its
securities during the year under review.

21. NON CONVERTIBLE DEBENTURES

During the year under review, the Board of Directors
of the Company approved the issuance of non¬
convertible debentures of Rs. 1,000 Crores, out of which
the Company has raised funds by issuance of Listed,
Secured Non-Convertible Debenture of an amount
Rs. 310 crores. The necessary details of the same are as
follows:

The outstanding NCDs including subordinated
liabilities in form of NCDs as on March 31, 2026, was Rs.
360.16 Crores (at amortised cost).

22. COMMITTEES DETAILS

As on March 31, 2026, the Company had 8 (eight)
Board Level Committees namely Audit Committee,
Nomination and Remuneration Committee, Board
Risk Management Committee, Information Technology
Strategy Committee, Stakeholders Relationship
Committee, CSR & ESG Committee, Customer Service
Committee and Rights Issue Committee. Further, the
Company has constituted several management-level
committees in accordance with applicable NBFC
guidelines and to support its operational requirements.
These include, among others, the Information Security
Committee, IT Steering Committee, Asset Liability
Management Committee, Special Committee on Fraud
Monitoring, Pricing Committee, Working Committee,
and Debenture Committee.

The necessary details regarding committee meetings,
including composition & terms of reference are covered
under Corporate Governance Report, which forms part
of this Annual Report and annexed as "ANNEXURE - 1”.

23. RELATED PARTY TRANSACTIONS

The Company has in place a Policy on Related Party
Transactions ("RPT Policy”), as amended from time to time.

The RPT Policy provides for identification of RPT,
necessary approvals from the Audit Committee/Board/
Members, reporting and disclosure requirements
in compliance with the provisions of the Act and
SEBI LODR Regulations and Industry Standards
on Related Party Transactions. The said RPT Policy
can be accessed on the website of the Company at
www.fusionfin.com All contracts or arrangements
executed by the Company during the year under
review with related parties were on arm's length basis
and in the ordinary course of business.

During the year under review, the Company has
not entered into any contract(s)/arrangement(s)/
transaction(s) with related parties which could be
considered material in accordance with Regulation 23
of the SEBI LODR Regulations, as amended and the
RPT Policy of the Company. Hence, the disclosure of
RPTs as required under Section 134(3)(h) of the Act, in
Form AOC-2 is not applicable to the Company.

The required details, as applicable, in relation to the
related party transactions were placed before the Audit
Committee and Board of Directors as per prescribed
timelines.

Further, details of related party transactions as required
to be disclosed as per Indian Accounting Standard -
24 "Related Party Disclosures” specified under Section
133 of the Act are given in Note 45 forming part of
Standalone Financial Statements of the Company.

24. AUDITOR'S AND AUDITORS' REPORTSTATUTORY AUDITOR

Pursuant to the provisions of Section 139 of the
Companies Act, 2013 read with rules made
thereunder and RBI notification no. DoS.CO.ARG/
SEC.01/08.91.001/2021-22 dated April 27, 2021, read
with the Company's policy on Appointment of
Statutory Auditors, based on the recommendation
of Audit Committee and approval of the Board of
Directors, the Members of the Company at its 31^st AGM
held on July 22, 2025 had appointed M/s. B.K. Khare
& Co., Chartered Accountants (Firm Registration No.
105102W), as the Statutory Auditors of the Company
for a period of 3 (three) consecutive years from the
conclusion of the 31^st AGM till the conclusion of the 34^th
AGM of the Company.

Further, the Auditors' Report for the financial year
2025-26, forming part of this Annual Report, does not
contain any qualification, reservation, adverse remark
or disclaimer. Further, there were no instances of any
fraud reported by the Statutory Auditor's to the Board
pursuant to Section 143(12) of the Act.

SECRETARIAL AUDITOR

Pursuant to provisions of Section 204 of the Act and
Regulation 24A of SEBI LODR Regulations, based on
recommendation of Audit Committee, the Board
of Directors, had appointed M/s. Navneet K Arora
& Co LLP, Company Secretaries (Firm Registration
No. P2009DE061500), as Secretarial Auditors of the
Company for a first term of 5 (five) consecutive years
beginning from Financial Year 2025-26 i.e. from the
31^st AGM till the conclusion of the 36^th AGM. Further,
the same was approved by the shareholders of the
Company at 31^st AGM held on July 22, 2025.

The Secretarial Audit Report for Financial Year ended
on March 31, 2026 does not contain any qualification,
reservation, adverse remark or disclaimer, and forms
part of Annual Report as "ANNEXURE - 2”.

Annual Secretarial Compliance Report

A Secretarial Compliance Report for the Financial Year
ended March 31, 2026 on compliance of all applicable
Acts and SEBI Regulations and circulars/ guidelines
issued thereunder, was obtained from M/s. Navneet
K Arora & Co LLP, Company Secretaries, Secretarial

Auditor of the Company and submitted with Stock
Exchanges within stipulated timelines.

25. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

During the year under review, in terms of the provisions
of Section 186(1) of the Act, the Company did not make
any investment through more than two layers of
investment companies.

As the Company is a Non-Banking Financial Company,
the disclosure requirements pertaining to particulars
of loans or guarantees given and securities provided
are exempt under the provisions of Section 186(11) of
the Act, read with the relevant rules made thereunder,
as amended. Further, details of the investments made
by the Company are disclosed in the Notes to the
Financial Statements.

26. COMPENSATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Act
read with applicable rules thereunder, and Regulation
19 of SEBI LODR Regulations and in accordance with
the RBI Guidelines, the Company have in place a
Compensation and Remuneration policy approved by
the Board of Directors.

This Policy is directed towards a structure that provides
adequate rewards and compensation to the employees,
as specified therein. This policy formulates the criteria
for determining qualifications, competencies, positive
attributes, and independence for the appointment of a
director (executive/non-executive) and also the criteria
for determining the remuneration of the directors, key
managerial personnel (KMPs) and other employees.

This Policy is available on our website at www.fusionfin.com

27. MATERIAL CHANGES AND COMMITMENTS
AFFECTING FINANCIAL POSITION BETWEEN THE
END OF THE FINANCIAL YEAR AND DATE OF THE
REPORT

There are no material changes and commitments,
affecting the financial position of your Company
which have occurred in FY 2025-26 and up to the date
of this report, except elsewhere stated in this report.

28. APPLICATION OF RE-CLASSIFCATION OF MR.
DEVESH SACHDEV & HIS FAMILY FROM THE
“PROMOTERS/PROMOTERS GROUP” CATEGORY TO
“PUBLIC” CATEGORY

During the year under review, the Company received
applications from Mr. Devesh Sachdev and his family
members, along with their relatives (the “Outgoing
Promoter and Promoter Group”), for seeking

reclassification from the “Promoter and Promoter
Group” category to the “Public” category.

After evaluating the rationale submitted in support
of the applications, the Board of Directors approved
the proposed reclassification, subject to obtaining
the necessary approvals/no-objections from BSE
Limited and the National Stock Exchange of
India Limited (collectively, the “Stock Exchanges”),
followed by the approval of the shareholders of the
Company. Accordingly, the Company has submitted
the requisite applications to the Stock Exchanges
seeking their approval/no-objection for the proposed
reclassification.

9. RIGHTS ISSUE

During the year under review, the Company has
successfully completed the Rights Issue. The Rights
Issue Committee on May 02, 2025 has approved
allotment of 6,10,58,392 partly paid up equity shares at
INR 131/- per share (including face value of INR 10/- each
and a premium of INR 121/- per share) aggregating
to ~INR 800 Crore; out of which an amount of INR
65.50/- per share (including face value of INR 5 each
and a premium of INR 60.50 per share), aggregating
to an amount of INR 399.93 crore has been paid by the
eligible equity shareholders as application money for
subscription of right issue.

Further, as approved by the Board of Directors in their
meeting dated November 04, 2025, Company issued
notice to pay the first and final call money of INR
65.50/- per share (including face value of INR 5 each
and a premium of INR 60.50 per share) on November
13, 2025 to the eligible shareholder holding shares as
on record date i.e. November 11, 2025. The Company
received call money of INR 3,95,30,48,729.50/- (Rupees
Three Hundred and Ninety Five Crore Thirty Lakh Forty
Eight Thousand Seven Hundred Twenty Nine and Fifty
Paisa only) on 6,03,51,889 (Six Crore Three Lakh Fifty
One Thousand Eight Hundred Eighty Nine) partly paid-
up equity shares. Accordingly Right Issue Committee
approved the conversion of 6,03,51,889 partly paid up
equity shares to fully paid equity shares.

Further, on February 11, 2026, the company issued
first reminder notice to shareholders for payment of
call money on the remaining 7,06,503 (Seven Lakh
Six Thousand Five Hundred Three) partly paid equity
shares, amounting to INR 4,62,75,946.50 (Rupees Four
Crore Sixty Two Lakh Seventy Five Thousand Nine
Hundred Forty Six and Paise Fifty only). Out of which,
the Company received call money of INR 2,05,94,182.50

(Rupees Two Crore Five Lakh Ninety-Four Thousand
One Hundred Eighty-Two and Paise Fifty only) on
3,14,415 (Three Lakh Fourteen Thousand Four Hundred
Fifteen) partly paid-up shares. As on date of the report,
the call money on 3,92,088 partly paid-up equity
shares remain outstanding which amounts to INR
2,56,81,764 (Rupees Two Crores Fifty Six Lakh Eighty
One Thousand Seven Hundred Sixty Four only).

30. EMPLOYEE STOCK OPTIONS PLAN

The Board vide its meetings dated March 14, 2025
approved the increase of ESOP pool from 10,00,000
stock options to 60,00,000 stock options in ESOP
2023 scheme, which was further approved by the
shareholders on April 23, 2025 vide postal ballot. The
company has also received in-principle approval for
the additional pool of 50,00,000 options from BSE
vide letter No. DCS/IPO/AK/ESOP-IP/3649/2025-26 and
NSE vide letter no. NSE/LIST/48565, both dated June
04, 2025. During the year under review, the Company
has obtained shareholders approval to grant employee
stock options equal to or exceeding 1% of the issued
share capital of the Company to identified employees
of the Company under Fusion Employee Stock Option
Plan 2023.

Further, a certificate as required under Regulation 13
of SBEB Regulations, as amended, confirming that the
ESOP 2016 and ESOP 2023 has been implemented
in accordance with SBEB Regulations, issued by M/s
Navneet K Arora, Secretarial Auditors of the Company
will be available for inspection by the Members of the
Company at the ensuing AGM.

Disclosures pertaining to ESOP 2016 and ESOP 2023
pursuant to SBEB Regulations are placed on the
Company's website https://fusionfin.com Grant wise
details of options vested, exercised and cancelled
are provided in the notes to the standalone financial
statement of the Company.

31. AMENDMENT IN THE ARTICLES OF ASSOCIATION
(AOA)

During the year under review, the approval of the
shareholders was obtained in 31^st AGM of the Company
held on July 22, 2025 to alter Articles of Association
(“AOA”) of the Company by way of deletion of the
existing article 35 of the AOA and substitution with
the following article 35:

“35. Board to have Right to Make Calls on Shares

The Board may subject to the provisions of the Act
and any other applicable law, from time to time,

make such call as it thinks fit upon the Members in
respect of all moneys unpaid on the shares (whether
on account of the nominal value of the shares or by
premium) and not by the conditions of allotment
thereof made payable at fixed times. Provided that
no call shall exceed one half or 50% of the nominal
value and premium amount of the equity share or be
payable at less than one month from the date fixed for
the payment of the last preceding call. A call may be
revoked or postponed at the discretion of the Board.
The power to call on shares shall not be delegated
to any other person except with the approval of the
shareholders' in a General Meeting.”

Further, the approval of the shareholders was obtained
via postal ballot on January 7, 2026 to alter the articles
of association as under:

A. In Article 4 (Definitions and Interpretation) of Part A of
the AOA, the definition of “Founder Promoter” stands
omitted; and

B. Article 103.2 of the AOA be substituted with the
following clause 103.2 of the AOA:

The composition of the Board of the Company shall
be as follows: (i) for so long as and until Creation and
Creation II collectively hold such number of Securities
which is equal to or greater than the Minimum
Threshold for Directorship, they shall collectively be
entitled to nominate 1 (One) Director (the “Creation
Director”) on the Board of the Company; (ii) for so
long as and until Honey Rose holds such number
of Securities which is equal to or greater than the
Minimum Threshold for Directorship, it shall be
entitled to nominate 2 (Two) Directors (each a “Honey
Rose Director”) on the Board of the Company; and (iii)
such number of Independent Directors as prescribed
under Applicable Law (“Independent Directors”). The
Creation Director and Honey Rose Directors shall
hereinafter be referred to individually as “Investor
Director” and collectively as “Investor Directors”.

32. CONSERVATION OF ENERGY & TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

a. Information Relating to Conservation of Energy,
Technology Absorption

The operations of our Company are not energy¬
intensive. The Company has, however, used
information technology extensively in its operations
and continuously invests in energy-efficient office
equipment at all office locations.

b. Foreign Exchange Earnings and Outgo

During the year under review, the Company has
foreign exchange inflow of INR 173.10 Crores towards
External Commercial Borrowings ("ECB”) and outgo is
INR 26.98 crores towards repayment of installments on
ECB, professional fees and other operating expenses.

33. RISK MANAGEMENT

Our Enterprise Risk Management (ERM) framework
encompasses practices relating to the identification,
analysis, evaluation, treatment, mitigation,
and monitoring of the Credit, Market, liquidity,
Operational, compliance risks to achieving our key
business objectives. ERM at Fusion seeks to minimize
the adverse impact of these risks, thus enabling the
Company to leverage market opportunities effectively
and enhance its long-term competitive advantage.

The Board of Directors of the Company has formed
a Board Risk Management Committee (“BRMC”) to
frame, implement, and monitor the enterprise risk
management plan for the Company.

Pursuant to Section 134(3)(n) of the Companies
Act, 2013, the BRMC is responsible for reviewing
the enterprise risk management plan, ensuring its
effectiveness, and verifying adherence to various
risk parameters. The Company's Enterprise Risk
Management strategy is based on clear understanding
of various risks, disciplined Enterprise risk assessment
and continuous monitoring. The BRMC reviews
various risks with which the organization is exposed
including Credit Risk, Interest Rate Risk, Liquidity
Risk and Operational Risk. The development and
implementation of risk management has been
covered in the Management Discussion and Analysis
Report attached as ANNEXURE - 3.

34. CORPORATE SOCIAL RESPONSIBILITY (CSR) AND
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
(“ESG”).

The Company is committed to fulfilling its
responsibilities towards the community by actively
deploying its resources and efforts for sustainable
social development. In furtherance of this objective,
the CSR & ESG Committee has formulated a
comprehensive CSR Policy, which provides a clear
framework guiding the Company's CSR initiatives.
The policy outlines key focus areas around which the
Company's CSR activities are structured, including
education and skill development to enhance
employability, promotion of social and economic
welfare for underprivileged sections of society, and

initiatives aimed at environmental sustainability and
ecological balance.

Additionally, the policy encompasses such other
activities as specified under Schedule VII of the
Companies Act, 2013, as may be identified and
approved by the CSR Committee from time to time,
based on emerging societal needs and priorities.
Through a structured and consistent approach, the
Company endeavours to create long-term value for
the community and contribute meaningfully towards
inclusive and sustainable growth.

The Company remains committed to creating
sustainable social impact through its Corporate
Social Responsibility (CSR) initiatives in alignment
with the provisions of Section 135 of the Companies
Act, 2013 and the CSR Policy of the Company.
During the financial year, the Company undertook
various interventions across key thematic areas
including Education & Skill Development, Health &
Hygiene, Community Empowerment & Livelihood,
Environmental Sustainability & Sanitation, and Relief
& Rehabilitation. The Company also encouraged
employee volunteering initiatives to strengthen
community engagement and social participation. The
Annual Report on CSR activities, containing details of
the composition of the CSR Committee, brief outlines
of CSR Policy, amount spent during the year, and
other prescribed disclosures, forms part of this Report
as ANNEXURE - 4.

The CSR Policy is available on the website of the
company at www.fusionfin.com

The Company continues to strengthen its commitment
towards Environmental, Social and Governance
(ESG) principles by integrating responsible and
sustainable business practices into its operations and
decision-making processes. The Company remains
focused on promoting environmental stewardship
through efficient utilization of paper consumption,
e- waste management, energy conservation, and
responsible business conduct. On the social front,
the Company emphasizes employee well-being,
diversity & inclusion, customer centricity, community
engagement, and ethical workplace practices. Strong
governance frameworks, transparency, compliance,
risk management, and ethical business standards
continue to guide the Company's operations. The
Company recognizes ESG as a key driver for sustainable
growth and stakeholder value creation and shall
continue to enhance its ESG initiatives in line with
evolving regulatory and business expectations.

The ESG Policy is available on the website of the
company at www.fusionfin.com

During the year under review, the name of the
Corporate Social Responsibility Committee was
changed to “CSR & ESG Committee” for broadening its
responsibilities to include identifying and monitoring
material ESG risks and opportunities and developing
strategic ESG action plans and key performance
indicators.

Further, the composition of the CSR &ESG Committee,
terms of reference of the committee and the details of
meetings attended by the Committee members are
provided in Corporate Governance Report attached as
“ANNEXURE 1”.

35. BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT

A comprehensive Business Responsibility and
Sustainability Report (BRSR), outlining the
Company's performance and initiatives in the areas
of environmental, social, and governance (ESG)
practices, has been duly prepared in accordance
with the applicable regulatory requirements. The
Report provides a detailed insight into the Company's
approach towards responsible business conduct,
sustainability initiatives, stakeholder engagement,
and long-term value creation.

The BRSR highlights the Company's commitment to
integrating sustainable practices into its core business
strategy, covering aspects such as ethical governance,
environmental stewardship, employee well-being,
customer focus, and community development. It
also includes key disclosures, metrics, and qualitative
information to enable stakeholders to assess the
Company's sustainability performance and its
alignment with the principles of responsible business.

For ease of access and greater transparency, the
complete BRSR is hosted on the Company's website
and can be viewed at www.fusionfin.com Stakeholders
are encouraged to review the Report to gain a deeper
understanding of the Company's sustainability
framework and ongoing initiatives.

36. PERFORMANCE EVALUATION OF THE BOARD, ITS
COMMITTEES AND INDIVIDUAL DIRECTORS

In compliance with the Companies Act, 2013,
and SEBI LODR Regulations, the Company has a
structured assessment process for evaluation of
performance of the Board, its committees and
individual performance of each Director including
the Chairperson. The evaluations are carried out in a
confidential manner and the Directors provide their

feedback by categorising them in Good, Average, and
Below Average categories, and after evaluation, the
same is compiled by Nomination & Remuneration
Committee (NRC) Chairperson. Further, the Company
has also appointed an independent third party for
carrying out the evaluation process in fair manner.

The Independent Directors at their separate meeting
held on March 20, 2026, reviewed the performance
of Non-Independent Directors and the Board as a
whole, after taking into account the quality, quantity
and timeliness of flow of information between
the Company management and the Board that is
necessary for the Board to effectively and reasonably
perform their duties.

The overall performance evaluation exercise was
completed to the satisfaction of the Board. The
outcome of the evaluation was presented by the
Chairperson of NRC to the Board of Directors of the
Company.

37. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Vigil Mechanism system has been established with
a view to provide a tool for directors and employees of
the Company to report genuine concerns including
unethical behavior, actual or suspected fraud, to the
management. The Policy ensures adequate safeguards
to protect directors and employees from any form of
retaliation or victimization for raising such concerns.

The Company has formulated a Whistle-Blower
Policy incorporating the provisions relating to Vigil
Mechanism in terms of Section 177 of the Companies
Act, 2013 and Regulation 22 of SEBI LODR Regulations,
in order to encourage Directors and Employees of the
Company to escalate any issue or concerns impacting
and compromising with the interest of the Company
and its stakeholders in any way to the level of the Audit
Committee. The Company is committed to adhere
to highest possible standards of ethical, moral and
legal business conduct and to open communication
and to provide necessary safeguards for protection of
employees from reprisals or victimisation, for whistle
blower in good faith. The Company has not received
any complaints under the said policy during the year.

The said Policy is available on the Company's website
at www.fusionfin.com

38. AUDIT COMMITTEE

The Company has an Audit Committee constituted in
accordance with the provisions of Section 177 of the
Companies Act, 2013, RBI Guidelines and Regulation
18 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The composition

of the Audit Committee and the details of meetings
attended by the Committee members are provided
in Corporate Governance Report attached as
ANNEXURE- 1

39. CODE OF CONDUCT FOR INSIDER TRADING

The Company has duly formulated and adopted the
Code of Conduct for Prohibition of Insider Trading in
accordance with SEBI (Prohibition of Insider Trading)
Regulations, 2015. The objective of this Code is to
prescribe the procedure for trading in securities of
the Company and the disclosures to be made by
the designated persons covered under the Insider
Trading Policy with respect to their shareholding in
the Company, both direct and indirect. The Code of
Conduct for Prohibition of Insider Trading is available
on the website of the Company at www.fusionfin.com

40. RBI OMBUDSMAN

The Company has established a dedicated grievance
redressal mechanism for addressing concerns and
complaints raised by customers. Further, in accordance
with the Reserve Bank of India (Non-Banking Financial
Companies - Internal Ombudsman) Directions,
2026, the Company has appointed an Internal
Ombudsman ("IO”), who functions as an independent
review authority within the internal grievance redress
mechanism of the Company. The Company has also
implemented a Complaint Management System for
escalation, review and monitoring of complaints, in
line with the aforesaid Directions.

In this regard, the company has appointed a senior
official as the Principal Nodal Officer who is responsible
for representing the company and furnishes information
on behalf of the company in respect of complaints filed
against the Company.

Further, the Company has put in place a system of
periodic reporting and submission of information
to the Reserve Bank of India, including quarterly
reporting relating to the functioning of the Internal
Ombudsman mechanism, in accordance with the
applicable RBI guidelines and directions.

The salient features of the Scheme along with the
copy of the Scheme and the contact details of the
Principal Nodal Officer is displayed and updated on
the website of the Company.

41. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES

The Company has no subsidiary/joint venture/ associate
company and hence consolidation and the provisions
relating to the same under the Companies Act, 2013
and rules made thereunder are not applicable to

the Company. However, the Company has adopted
a policy on determining material subsidiary, the
same is available on the website of the Company at
www.fusionfin.com

42. SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND
COMPANY'S OPERATIONS IN FUTURE

During the Financial Year 2025-26, there are no such
orders passed by the regulators/courts/tribunals
impacting the going concern status and the
Company's operations in future.

43. INTERNAL FINANCIAL CONTROLS

As per Section 134(5)(e) of the Companies Act, 2013, the
Directors have an overall responsibility for ensuring that
the Company has implemented a robust system and
framework of Internal Financial Controls. This provides
the Directors with reasonable assurance regarding the
adequacy and operating effectiveness of controls with
regards to reporting, operational and compliance risks.
The Company has devised appropriate systems and
framework including proper delegation of authority,
policies and procedures, effective IT systems aligned
to business requirements, risk based internal audits
as per RBI guidelines on Risk Based Internal Audit,
risk management framework and whistle blower
mechanism. The Company had already developed
and implemented a framework for ensuring internal
controls over financial reporting. During the year,
controls were tested and no reportable material
weakness in design and effectiveness was observed.

The Internal Audit team monitors and evaluates the
efficacy and adequacy of internal control systems in
the Company, its compliance with operating systems,
accounting procedures and policies at all locations
of the Company. Based on the report of internal
audit function, process owners undertake corrective
action(s) in their respective area(s) and thereby
strengthen the controls. Significant audit observations
and corrective action(s) thereon are presented to the
Audit Committee.

The Audit Committee reviews the reports submitted
by the Internal Auditors at regular intervals. Also,
the Audit Committee at frequent intervals has
independent sessions to discuss the adequacy and
effectiveness of internal financial controls.

44. PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE AND MATERNITY BENEFIT ACT, 1961

As per requirements of Sexual Harassment of Women
at Workplace (Prevention, Prohibition & Redressal)

Act, 2013, the Company has a policy and framework
for employees to report sexual harassment cases
at workplace and our process ensures complete
anonymity and confidentiality of information.
Adequate workshops and awareness programs
against sexual harassment are conducted across the
organization.

Further, the Company has an Internal Complaint
Committee in place as per the requirement of Sexual
Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 to address the
sexual harassment cases. The Annual Report of ICC
Committee for the period commencing from January
01, 2025, till December 31, 2025, was submitted to the
office of District Collector, Gurugram on February 27,
2026. The details pertaining to complaints received
on matters pertaining to sexual harassment during
calendar year 2025, are as below:

(a) number of complaints of sexual harassment
received in the year: 0

(b) number of complaints disposed off during the
year: 0

(b) number of complaints pending for more than
ninety days: NA

Further, the Company has complied with the
provisions relating to the Maternity Benefit Act, 1961.

45. CORPORATE GOVERNANCE

Corporate governance is the system of rules, practices
and processes by which a company is directed and
controlled. Corporate governance essentially involves
balancing the interests of a company's stakeholders
and the community at large. Sound governance
practices and responsible corporate behavior
contribute to superior long-term performance
of organisations. Corporate Governance requires
everyone to raise their level of competency and
capability to meet the expectations in managing the
enterprise and its resources optimally with prudent
ethical standards.

The Company's corporate governance framework
ensures that it is aligned to good corporate governance
philosophy and that timely disclosures are made and
accurate information regarding the financials and
performance is shared, as well as the leadership and
governance of the Company. The Company has an
adequate system of control in place to ensure that the
executive decisions taken should result in optimum
growth and development which benefits all the
stakeholders.

A detailed report on the Company's commitment
at adopting good Corporate Governance Practices is
enclosed as ANNEXURE - 1

46. MANAGERIAL REMUNERATION

In terms of the provisions of Section 197(12) of the Act
read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
including any statutory modification(s) thereof for
the time being in force, the details of remuneration
etc. of Directors, Key Managerial Personnel and
employees covered under the said Rules is attached
as ANNEXURE - 5 which forms part of this report.

47. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act the Directors of
the Company hereby state and confirm that:

a. In the preparation of the annual financial
statements for the year ended March 31, 2026,
the applicable accounting standards have been
followed along with proper explanations relating
to material departures, if any;

b. The directors had selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the
state of affairs of the Company as at March 31, 2026
and of the profits of the Company for financial year
ended on that date;

c. The Directors had taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of this
Act for safeguarding the assets of the company
and for preventing and detecting fraud and other
irregularities;

d. The Directors had prepared the annual accounts
on a going concern basis;

e. The directors had laid down internal financial
controls to be followed by the company, and that
such internal financial controls are adequate and
were operating effectively.

f. The Directors had devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

48. DISCLOSURE IN ACCORDANCE WITH REGULATION
30A OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2015

No such agreements as specified under clause 5A
to para A of part A of schedule II, are required to be

disclosed in accordance with Regulation 30A of SEBI
LODR Regulations, in the Financial Year 2025-26.

49. MAINTENANCE OF COST RECORDS

The provisions of Section 148 of the Companies
Act, 2013, read with the Companies (Cost Records
and Audit) Rules, 2014 relating to Cost Audit and
maintaining cost audit records are not applicable to
the Company.

50. SECRETARIAL STANDARDS

The Company has duly complied with the applicable
provisions of “Secretarial Standard - 1” on meetings of
Board of Directors and “Secretarial Standard - 2” on
General Meetings issued by the Institute of Company
Secretaries of India (“ICSI”).

51. INSOLVENCY PROCEEDINGS

There was no application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016.

52. ONE-TIME SETTLEMENTS

The Company has not entered into a one-time
settlement with any of the banks or financial institutions.

53. EQUITY SHARES IN THE DEMAT SUSPENSE
ACCOUNT

In accordance with the requirement of Regulation
34(3) and Schedule V Part F of SEBI LODR Regulations,
the Company reports that as on March 31, 2026, the
Company have 1,758 partly-paid up equity shares lying
in the demat suspense account which were issued in
dematerialized form pursuant to the rights issue of
the Company.

54. SUSPENSION OF TRADING

The securities of the Company have not been
suspended from trading during the period under
review.

55. CAUTIONARY STATEMENT

Statements in the Board's Report and the Management
Discussion & Analysis describing the Company's
objectives, expectations or forecasts may be forward
looking within the meaning of applicable Laws and
Regulations. Actual results may differ materially from
those expressed in the statement. Important factors
that could influence the Company's operations
include global and domestic demand and supply
conditions, changes in Government Regulations, Tax
Laws, Economic Developments within the country
and other factors such as litigation and industrial
relations.

56. ACKNOWLEDGEMENTS

The directors take this opportunity to express their
deep and sincere gratitude for the support and
co-operation from the Borrowers, Banks, Financial
Institutions, Investors, and Employees of the Company,
for their consistent support and encouragement to
the Company. The directors also place on record their
sincere appreciation of the commitment and hard
work put in by the Management and the employees
of the Company and thank them for their hardwork.
Their dedication and competence have ensured that
the Company continues to be a significant player in
the Micro finance industry.

For and on behalf of the Board of Directors
Of Fusion Finance Limited
(Formerly known as Fusion Micro Finance Limited)

Sd/- Sd/-

Sanjay Garyali Namrata Kaul

(Managing Director & Chief (Independent Director)
Place: Gurugram Executive Director) DIN: 00994532

Dated: 15.05.2026 DIN: 11046442