We have audited the accompanying Financial Statements
of Fusion Finance Limited (Formerly Fusion Micro
Finance Limited) (‘the Company'), which comprise the
Balance Sheet as at 31 March 2026, and the Statement of
Profit And Loss (including Other Comprehensive Income),
Statement of Changes in Equity and Statement of Cash
Flows for the year ended on that date, and notes to the
Financial Statements, including a summary of material
accounting policy and other explanatory information
(‘the Financial Statements').

In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
Financial Statements give the information required
by the Companies Act, 2013, as amended, (‘Act') in the
manner so required and give a true and fair view in
conformity with the Indian Accounting Standards
prescribed under section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015,
as amended, (‘Ind AS') and other accounting principles
generally accepted in India, of the State of Affairs of the
Company as at 31 March 2026, and its Profit and Other
Comprehensive Income, Changes in Equity and its Cash
Flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the
Standards on Auditing (‘SAs') specified under section
143(10) of the Act. Our responsibilities under those SAs
are further described in the Auditor's Responsibilities
for the Audit of the Financial Statements section of
our report. We are independent of the Company in
accordance with the Code of Ethics issued by the Institute

of Chartered Accountants of India (‘ICAI') together with
the ethical requirements that are relevant to our audit
of the Financial Statements under the provisions of the
Act, and the rules thereunder, and we have fulfilled our
other ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that
the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion on the
Financial Statements.

Key Audit Matters

Key audit matters are those matters that, in our
professional Judgment, were of most significance in our
audit of the Financial Statements of the current year.
These matters were addressed in the context of our audit
of the Financial Statements as a whole, and in forming
our opinion thereon, and we do not provide a separate
opinion on these matters. For each matter below, our
description of how our audit addressed the matter is
provided in that context.

We have determined the matters described below to
be the key audit matters to be communicated in our
report. We have fulfilled the responsibilities described in
the Auditor's responsibilities for the audit of the financial
statements section of our report, including in relation
to these matters. Accordingly, our audit included the
performance of procedures designed to respond to our
assessment of the risks of material misstatement of the
financial statements. The results of our audit procedures,
including the procedures performed to address the
matters below, provide the basis for our audit opinion on
the accompanying financial statements.

Other Matters

1. As stated in Note 61 to the financial Statement, the
predecessor auditors, Deloitte Haskins & Sells, vide their
audit report dated 23 May 2025 have issued qualified
opinion for the comparative information presented in
the Statement which has been reproduced below:

The Company has not evaluated whether any of
the expected credit allowances recognised in the
year ended 31 March 2025 should be retrospectively
adjusted to previously reported amounts in any of
the prior period presented because of impracticability
described in Ind AS 8, Accounting Policies, Change in
Accounting Estimates and Errors. In the absence of

sufficient and appropriate evidence, we are unable to
comment on the Company's basis of impracticability
to evaluate and determine whether any retrospective
adjustment should have been made to previously
reported amounts in any of prior period presented.

2. Attention is drawn to the fact that the audit of
financial statements of the Company for the financial
year ended 31 March 2025 were carried out by the
predecessor auditors, Deloitte Haskins & Sells, whose
report dated 23 May 2025, expressed a modified
opinion on those financial results.

Our opinion is not modified in respect of these matters.

Other Information

The Company's Board of Directors are responsible for the
other information. The other information comprises the
information included in the Company's annual report
but does not include the Financial Statements and our
auditors' report thereon.

Our opinion on the Financial Statements does not cover
the other information and we do not express any form of
assurance conclusion thereon.

In connection with our audit of the Financial Statements,
our responsibility is to read the other information and,
in doing so, consider whether the other information is
materially inconsistent with the Financial Statements
or our knowledge obtained in the audit or otherwise
appears to be materially misstated. If, based on the work
we have performed, we conclude that there is a material
misstatement of this other information, we are required
to report that fact. We have nothing to report in this
regard.

Responsibilities of Management and Those Charged
with Governance for the Financial Statements

The Company's Board of Directors is responsible for the
matters stated in section 134(5) of the Act, with respect to
the preparation of these Financial Statements that give a
true and fair view of the State of Affairs, profit and Other
Comprehensive Income, Changes in Equity and Cash Flows
of the Company in conformity with the Ind AS prescribed
under section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015, as amended
and other accounting principles generally accepted in
India. This responsibility also includes maintenance of
adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of
the Company and for preventing and detecting frauds
and other irregularities; selection of the appropriate
accounting software for ensuring compliance with
applicable laws and regulations including those related
to retention of audit logs; selection and application of
appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate
internal financial controls, that were operating effectively
for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and
presentation of the Financial Statements that give a true
and fair view and are free from material misstatement,
whether due to fraud or error.

In preparing the Financial Statements, the Board of
Directors is responsible for assessing the Company's
ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using
the going concern basis of accounting unless the Board
of Directors either intends to liquidate the Company or
to cease operations, or has no realistic alternative but to
do so.

The Board of Directors is also responsible for overseeing
the Company's financial reporting process.

Auditor's Responsibility for the Audit of the Financial
Statements

Our objectives are to obtain reasonable assurance about
whether the Financial Statements as a whole are free from
material misstatement, whether due to fraud or error,
and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is
not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the
aggregate, could reasonably be expected to influence the
economic decisions of users taken on the basis of these
Financial Statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional
skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement
of the Financial Statements, whether due to fraud
or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or
the override of internal control.

• Obtain an understanding of internal control relevant
to the audit in order to design audit procedures that
are appropriate in the circumstances. Under section
143(3)(i) the Act, we are also responsible for expressing
our opinion on whether the Company has adequate
internal financial controls with reference to Financial
Statements in place and the operating effectiveness
of such controls.

• Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by the Management.

• Conclude on the appropriateness of the Management's
use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions
that may cast significant doubt on the Company's
ability to continue as a going concern. If we conclude
that a material uncertainty exists, we are required to
draw attention in our auditor's report to the related
disclosures in the Financial Statements or, if such
disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained
up to the date of our auditor's report. However, future
events or conditions may cause the Company to cease
to continue as a going concern.

• Evaluate the overall presentation, structure and
content of the Financial Statements, including the
disclosures, and whether the Financial Statements
represent the underlying transactions and events in a
manner that achieves fair presentation.

We communicate with those charged with governance
regarding, among other matters, the planned scope
and timing of the audit and significant audit findings,
including any significant deficiencies in internal control
that we identify during our audit.

We also provide those charged with governance with
a statement that we have complied with relevant
ethical requirements regarding independence, and to
communicate with them all relationships and other
matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

From the matters communicated with those charged with
governance, we determine those matters that were of
most significance in the audit of the Financial Statements
of the current year and are therefore the key audit matters.
We describe these matters in our auditor's report unless
law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in
our report because the adverse consequences of doing
so would reasonably be expected to outweigh the public
interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order,
2020 (‘the Order'), issued by the Central Government
of India in terms of sub-section (11) of section 143 of the
Act, we give in the ‘Annexure A' a statement on the
matters specified in paragraphs 3 and 4 of the Order,
to the extent applicable.

2. As required by Section 143(3) of the Act, we report, to
the extent applicable, that:

a) We have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required
by law have been kept by the Company so far as it
appears from our examination of those books.

c) The balance sheet, the statement of profit and
loss including Other Comprehensive Income, the
Statement of Changes in Equity and the Cash Flow
Statement dealt with by this Report are in agreement
with the books of account.

d) In our opinion, the aforesaid Financial Statements
comply with the Ind AS specified under Section 133 of
the Act read with the relevant rules thereunder.

e) On the basis of the written representations received
from the directors as on 31 March 2026 taken on record
by the Board of Directors, none of the directors is
disqualified as on 31 March 2026 from being appointed
as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial
controls with reference to Financial Statements of
the Company and the operating effectiveness of such
controls, refer to our separate Report in ‘Annexure B'.

g) According to the explanations given to us, the
remuneration paid to director is in excess by Rs. 14.83
crores compared to the limit laid down under Section
197 of the Act for which approval has been obtained by
the Company in the Annual General Meeting held on
22 July 2025.

h) With respect to the other matters to be included
in the Auditor's Report in accordance with Rule 11
of the Companies (Audit and Auditors) Rules, 2014
(as amended), in our opinion and to the best of our

information and according to the explanations given
to us:

i. The Company has disclosed the impact of pending
litigations as at 31 March 2026 on its financial position
in its Financial Statements - Refer Note 52(d) to the
Financial Statements;

ii. The Company has made provision, as required
under the applicable law or accounting standards,
for material foreseeable losses, if any, on long-term
contracts including derivative contracts -Refer Note
52(e) to the financial statements;

iii. There were no amount which required to be
transferred, to the Investor Education and Protection
Fund by the Company.

iv. (a) The Management has represented, to best of

their knowledge and belief, that no funds have
been advanced or loaned or invested (either from
borrowed funds or share premium or any other
sources or kind of funds) by the Company to or in
any other person(s) or entity(ies), including foreign
entities (‘Intermediaries'), with the understanding,
whether recorded in writing or otherwise, that the
Intermediary shall, whether, directly or indirectly
lend or invest in other persons or entities identified
in any manner whatsoever by or on behalf of the
Company (‘Ultimate Beneficiaries') or provide any
guarantee, security or the like on behalf of the
Ultimate Beneficiaries.

(b) The Management has represented, to best of their
knowledge and belief, that no funds have been
received by the Company from any person(s) or
entity(ies), including foreign entities (‘Funding
Parties'), with the understanding, whether recorded
in writing or otherwise, that the Company shall,

whether, directly or indirectly, lend or invest in
other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party
(‘Ultimate Beneficiaries') or provide any guarantee,
security or the like on behalf of the Ultimate
Beneficiaries.

c) Based on such audit procedures, that have been
considered reasonable and appropriate in the
circumstances, performed by us, nothing has come
to our notice that has caused us to believe that the
representation under para iv) a) and iv) b) above
contain any material misstatement.

v. In our opinion and according to information
and explanation given to us, the Company has
not declared or paid dividend during the year,
accordingly compliance with section 123 of the Act
by the Company is not applicable.

vi. Based on our examination which included test
checks, the Company, in respect of financial year
commencing on 1 April 2025, has used accounting
software for maintaining its books of account which
have a feature of recording audit trail (edit log) facility
and the same have been operated throughout the
year for all relevant transactions recorded in the
software. Further, during the course of our audit
we did not come across any instance of audit trail
feature being tampered with.

Furthermore, audit trail feature for two accounting
software was not maintained for the year ended
March 31, 2024, hence reporting under Rule 11(g)
of the companies (Audit and Auditors) Rules, 2014
on preservation of audit trail as per the statutory
requirements for record retention is not applicable
in respect to those software.