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 31st March 2025, and the Statement of Profit
and Loss (including Other Comprehensive Income), the
Statement of Cash Flows and the Statement of Changes
in Equity for the year ended on that date, and notes to the
financial statements, including a summary of material
accounting policies and other explanatory information.

In our opinion and to the best of our information and
according to the explanations given to us, except for
the possible effects of the matter described in the
Basis for Qualified Opinion section below, the aforesaid
financial statements give the information required by the
Companies Act, 2013 (the "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, ("Ind AS") and other accounting principles generally
accepted in India, of the state of affairs of the Company
as at 31st March 2025, and its loss, total comprehensive
loss, its cash flows and the changes in equity for the year
ended on that date.

Basis for Qualified Opinion

As stated in Note 60 to the financial statements, the
Company has not evaluated whether any of the expected
credit allowances recognised in the year ended March 31,
2025 should be retrospectively adjusted to the previously
reported amounts in the prior year presented because
of impracticability as described in Ind AS 8, Accounting
Policies, Changes 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 the prior year presented.

We conducted our audit of the financial statements
in accordance with the Standards on Auditing
(“SA"s) specified under section 143(10) of the Act. Our

responsibilities under those Standards are further
described in the Auditor's Responsibility 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
made thereunder and we have fulfilled our other ethical
responsibilities in accordance with these requirements
and the ICAI's Code of Ethics. We believe that the audit
evidence obtained by is sufficient and appropriate to
provide a basis for our qualified opinion on the financial
statements.

Material uncertainty related to Going Concern

We draw attention to Note 61 to the financial statements
which describes the material uncertainty in relation to
the going concern assumption used in the preparation
of the financial statements. This condition and other
matters stated in the Note indicate the existence of
material uncertainty that may cast significant doubt on
the Company's ability to continue as a going concern.
However, the financial statements of the Company have
been prepared on a going concern basis for the reasons
stated in the said Note.

Our opinion is not modified in respect of this matter.

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 period.
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. In addition to the matter
described in the Basis for Qualified Opinion section and
Material Uncertainty Related to Going Concern section of
our report, we have determined the matters described
below to be the key audit matters to be communicated
in our report.

Information Other than the Financial Statements and
Auditor's Report Thereon

• The Company’s Board of Directors is responsible for the
other information. The other information comprises the
Management Discussion and Analysis and Board’s Report
including Annexures to Board Report but does not include
the financial statements and our auditor’s report thereon.
The Management Discussion and Analysis and Board’s
Report including Annexures to Board Report is expected to
be made available to us after the date of this auditor’s report.

• 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 during the course of our audit or otherwise appears
to be materially misstated.

• When we read the other information, if we conclude that
there is a material misstatement therein, we are required to
communicate the matter to those charged with governance
as required under SA 720 ‘The Auditor’s responsibilities
Relating to Other Information’

Responsibilities of Management and Board of
Directors 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 financial position, financial performance
including other comprehensive income, cash flows and changes
in equity of the Company in accordance with the accounting
principles generally accepted in India, including Ind AS specified
under section 133 of the Act. This responsibility also includes
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of
the Company and for preventing and detecting frauds and
other irregularities; 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, management and Board
of Directors are 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 intend to

liquidate the Company or to cease operations, or has no realistic
alternative but to do so.

The Company’s 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, they 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 internalfinancialcontrols
relevant to the audit in order to design audit procedures that
are appropriate in the circumstances. Under section 143(3)(i)
of 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 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.

Materiality is the magnitude of misstatements in the financial
statements that, individually or in aggregate, makes it probable
that the economic decisions of a reasonably knowledgeable
user of the financial statements may be influenced. We consider
quantitative materiality and qualitative factors in (i) planning the
scope of our audit work and in evaluating the results of our work;
and (ii) to evaluate the effect of any identified misstatements in
the financial statements.

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 financial controls 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 period 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 Section 143(3) of the Act, based on our audit,
we report that:

a) We have sought and except for the matter described
in sub-paragraph (b) of the Basis for Qualified Opinion
section above, 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, except for the possible effects of the
matter(s) described in the Basis for Qualified Opinion
section above, proper books of account as required by law
have been kept by the Company.

c) The Balance Sheet, the Statement of Profit and Loss
including Other Comprehensive Income, the Statement
of Cash Flows and Statement of Changes in Equity dealt

with by this Report are in agreement with the relevant
books of account.

d) Except for the possible effects of the matter(s) described
in the Basis for Qualified Opinion section above, in our
opinion, the aforesaid financial statements comply with
the Ind AS specified under Section 133 of the Act.

e) The matter(s) described in the Basis for Qualified Opinion
section above and Material uncertainty related to Going
Concern section above, in our opinion, may have an
adverse effect on the functioning of the Company.

f) On the basis of the written representations received from
the directors as on 31st March, 2025 taken on record by the
Board of Directors, none of the directors is disqualified as
on 31st March, 2025 from being appointed as a director in
terms of Section 164 (2) of the Act.

g) The qualification relating to the maintenance of accounts
and other matters connected therewith, is as stated in
the Basis for Qualified Opinion section and in paragraph
(b) above.

h) 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 A”.
Our report expresses qualified opinion on the adequacy
and operating effectiveness of the Company’s internal
financial controls with reference to financial statements
for the reasons stated therein.

i) In our opinion and to the best of our information
and according to the explanations given to us, the
remuneration paid/ provided by the Company to its
director during the year is in excess of the limits laid down
under section 197 of the Act. The remuneration paid of
Rs. 6.32 crore is in excess of the limit laid down under this
section.

j) 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 on its financialposition in its financial
statements - Refer Note 51(a) 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
51(e) to the financial statements;

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

iv. (a) The Management has represented that, to the
best of its knowledge and belief and as disclosed in
the note 57 (a) to the financial statements 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, 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, that, to the best
of its knowledge and belief and as disclosed in the
note 57 (b) to the financial statements, 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,
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 the audit procedures performed that have
been considered reasonable and appropriate in the
circumstances, nothing has come to our notice that
has caused us to believe that the representations

under sub-clause (i) and (ii) of Rule 11(e), as provided
under (a) and (b) above, contain any material
misstatement.

v. The Company has not declared or paid any dividend
during the year and has not proposed final dividend for
the year.

vi. Based on our examination, which included test checks,
the Company has used three accounting software for
maintaining its books of account for the financial year
ended 31st March 2025 which have the feature of recording
audit trail (edit log) facility and the same has 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 the audit trail feature
being tampered with. The audit trail has been preserved
by the Company as per the statutory requirements for
record retention in respect of one software.

Additionally, 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 of those software.

2. As required by the Companies (Auditor’s Report) Order, 2020
(“the Order”) issued by the Central Government in terms of
Section 143(11) of the Act, we give in “Annexure B” a statement
on the matters specified in paragraphs 3 and 4 of the Order.