FUSION FINANCE LIMITED

==> picture [86 x 35] intentionally omitted <==

==> picture [298 x 52] intentionally omitted <==

Date: 08.12.2025

Letter No. FFL/SEC/2025-26/SE-88

The Manager The Manager Listing Department Listing Department National Stock Exchange of India Limited Exchange BSE Limited Plaza, Plot No. C/1, G Block Bandra Kurla Complex, Phiroze Jeejeebhoy Towers Bandra (E), Mumbai - 400 051 Dalal Street, Mumbai - 400 001 Symbol: FUSION, FUSIONPP Scrip Code: 543652, 890214

SUB: Postal Ballot Notice dated December 08, 2025 - Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Dear Sir/Ma’am,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find attached the Postal Ballot Notice (including instructions for e-voting) dated December 08, 2025, seeking approval of the members of the Company, only by way of remote e-voting process for the resolutions as stated therein.

Postal Ballot Notice has been dispatched only through electronic mode to all the members who have registered their email addresses with the Depository Participants (“DPs”)/ MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited) (Company’s Registrar and Share Transfer Agents or “RTA”) (“MUFG”) and whose names appear in the Register of Members/ List of Beneficial Owners as received from Depositories i.e. National Securities Depository Limited (“NSDL”) / Central Depository Services (India) Limited (“CDSL”) as on Friday, December 05, 2025 (“Cut-off Date”).

The Company has engaged the services of MUFG Intime India Private Limited to provide remote e-voting facility to its members. The remote e-voting facility will be available during the following period:

Start Date and Time	Tuesday, December 09, 2025(09:00 A.M. IST)
Close date and Time	Wednesday, January 07, 2026(05:00 P.M. IST)

The Postal Ballot Notice along with inspection documents, are also available on the Company's website at www.fusionfin.com.

You are requested to take the same on your record.

Thanking you, Sincerely,

For Fusion Finance Limited

(Formerly Fusion Micro Finance Limited)

VIKRANT Digitally signed by VIKRANT SADANA SADANA Date: 2025.12.08 19:43:07 +05'30'

Vikrant Sadana

Company Secretary & Compliance Officer

Place: Gurugram

Enc.: a/a

==> picture [451 x 44] intentionally omitted <==

==> picture [81 x 33] intentionally omitted <==

(Formerly Fusion Micro Finance Limited)

CIN: L65100DL1994PLC061287

Registered office: H-1, C Block, Community Centre, Naraina Vihar, New Delhi-110028. Corporate office: Plot No. 86, Institutional Sector 32, Gurugram, Haryana-122001. Email ID: [email protected] Website: www.fusionfin.com Ph. : 0124-6910500/6910600

POSTAL BALLOT NOTICE

[Pursuant to Section 108 and 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 and MCA Circulars (as defined below)]

To,

The Members, Fusion Finance Limited

(Formerly Fusion Micro Finance Limited)

Notice is hereby given pursuant to provisions of Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013 ('the Act') and Rule 20 & Rule 22 of the Companies (Management and Administration) Rules, 2014 ('the Rules'), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), General Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 22/2020 and latest being General Circular No. 03/2025 dated September 22, 2025, issued by the Ministry of Corporate Affairs, Government of India ('MCA Circulars'), read with Securities and Exchange Board of India (‘SEBI’) Circular No. SEBI/HO/CFD/CFD-PoD2/P/CIR/2024/133 dated October 3, 2024 (‘SEBI Circular’) and Secretarial Standard on General Meetings ('SS-2') issued by the Institute of Company Secretaries of India and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the resolution(s) set out in this notice are proposed to be passed by the Members of Fusion Finance Limited (formerly known as Fusion Micro Finance Limited )( the ‘Company') by means of Postal Ballot, only through remote e-voting process (‘remote e-voting’ or ‘e-voting’).

The proposed resolution(s) along with the Explanatory Statement pursuant to Section 102(1), 110 and other applicable provisions, if any, of the Act read with rules framed thereunder, setting out the material facts and reasons thereof are annexed to this Notice.

In compliance with the aforesaid MCA Circulars and SEBI Circular, this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company’s Registrar and Share Transfer Agent (‘RTA’)/Depository Participant (‘DP’) on cut-off date i.e. December 05, 2025. The communication of assent or dissent of the Members would take place only through the remote e-voting system and the hard copy of Postal Ballot Notice (along with postal ballot forms) and pre-paid business envelope through post will not be sent to the Members for this Postal Ballot.

The Company has engaged the services of MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited) (‘MUFG’ or ‘e-voting agency’) as the agency to provide e-voting facility to the Members of the Company.

Page 1 of 16

Shareholders/Members are requested to carefully read the instructions and procedures indicated in this Notice to cast their vote electronically. Postal ballot e-Voting Period is as follows:

Start Date and Time	Tuesday, December 9, 2025 (09:00 A.M. IST)
Close date and Time	Wednesday, January 7, 2026 (05:00 P.M. IST)

Members whose names appear on the register of members / List of Beneficial owners as on the cut-off date i.e., Friday, December 05, 2025, will only be considered eligible for the purpose of e-voting.

The Board of Directors of the Company has appointed Mr. Harish Kumar (Membership no. F11918), Proprietor of M/s. Harish Popli & Associates, Company Secretaries, as Scrutinizer for conducting the postal ballot, through e-voting process, in a fair and transparent manner. The Scrutinizer’s decision on the validity of the Postal Ballot shall be final.

The Scrutinizer will submit his report, after the completion of scrutiny, to the Managing Director of the Company or Company Secretary or any person authorized by them. The results of the Postal Ballot/e-voting shall be declared by placing it, along with Scrutinizer’s Report, on the Company’s website www.fusionfin.com, and on the website of MUFG Intime India Private Limited at https://instavote.linkintime.co.in on or before Friday, January 9, 2026 . Further, the same shall be submitted to the stock exchanges on which the shares of the Company are listed i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The results shall also be displayed for at least three days on the Notice board of the company at its Registered office and its Head Office/Corporate Office.

The proposed resolutions, if assented by the requisite majority, shall be deemed to be passed on the last date specified for e-voting i.e., Wednesday, January 7, 2026.

SPECIAL BUSINESS :

ITEM NO. 1:

TO CONSIDER AND APPROVE THE AMENDMENT IN ARTICLES OF ASSOCIATION (“AOA”) OF THE COMPANY.

To consider and if thought fit, to pass, the following resolution as Special Resolution :

“RESOLVED THAT pursuant to the provisions of Section 14 of the Companies Act, 2013 (the “Act”), and the Companies (Incorporation) Rules, 2014, and all other applicable provisions under the Act (including any statutory amendment(s), modification(s), clarification(s), substitution(s), enactment(s) or re-enactment(s) thereof for the time being in force) and all other laws, acts, rules, regulations, guidelines, policies and notifications made by any statutory authorities and modifications thereof and subject to receipt of requisite approvals, the consent of the shareholders of the Company be and hereby accorded to amend the Articles of Association of the Company (“AOA”), as under:

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

__ Page 2 of 16

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”.

RESOLVED FURTHER THAT the Board of Directors of the Company, including any Committee thereof, be and are hereby authorized to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary or desirable or expedient to give effect to this resolution, including but not limited to, filing of necessary forms with the Registrar of Companies, delegating any powers to any officials of the Company conferred upon the Board by this resolution, settling all questions / doubts / queries / difficulties that may arise in respect of the alteration of the Articles of Association and executing all documents and writings as may be necessary, proper, desirable or expedient to give effect to this resolution, at any stage without being required to seek any further consent or approval of the Members of the Company to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution.”

ITEM NO. 2:

TO CONSIDER AND APPROVE THE APPOINTMENT OF MR. SANJAY GARYALI (DIN: 11046442) AS MANAGING DIRECTOR OF THE COMPANY.

To consider and if thought fit, to pass, the following resolution as Special Resolution :

“RESOLVED THAT in partial modification in the earlier resolution passed by the shareholders on October 19, 2025 and pursuant to the provisions of Sections 196, 197, 198, 203 and all other applicable provisions of the Companies Act, 2013 (“the Act”) read with Schedule V of the Act, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, or any statutory modification(s) or re-enactment thereof and in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”), Master Direction – Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023 and subject to such consent(s), approval(s) and permission(s) as may be necessary in this regard and subject to such condition(s) as may be imposed by any authority while granting such consent(s), approval(s) and permission(s), based on the recommendation of the Nomination & Remuneration Committee and Board of Directors of the Company, the consent of the members be and is hereby accorded for the appointment of Mr. Sanjay Garyali (DIN: 11046442) as a Managing Director of the Company w.e.f. September30, 2025.

RESOLVED FURTHER THAT the terms and conditions of his appointment, including remuneration, as approved by the shareholders resolution dated October 19, 2025, shall remain unchanged.

RESOLVED FURTHER THAT the Board of Directors of the Company, including any Committee thereof, be and is hereby authorized to delegate and/or assign the authority to sign and execute all necessary forms, documents and papers as may be deemed necessary and expedient in connection with the aforesaid matter and to do such acts and deeds required to give effect to the aforesaid resolutions.”

By Order of the Board of Directors

Fusion Finance Limited (Formerly Fusion Micro Finance Limited) Sd/Vikrant Sadana Company Secretary & Compliance Officer Membership No. A36584

Date: December 8, 2025 Place: Gurugram

__ Page 3 of 16

NOTES:

An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (the “Act”), Secretarial Standard - 2 on General Meetings issued by the Institute of Company Secretaries of India (“ICSI”), setting out material facts concerning the business(s) set out in the Notice is annexed hereto.
In compliance with MCA circulars, the Company will send Postal Ballot Notice only by email to all its Members who have registered their email addresses with the Depository Participants (‘DPs’)/ MUFG Intime India Private Limited (Company’s Registrar and Share Transfer Agents or ‘RTA’) and whose names appear in the Register of Members/ List of Beneficial Owners as received from Depositories i.e. National Securities Depository Limited (‘NSDL’) / Central Depository Services (India) Limited (‘CDSL’) as on cut-off date i.e. Friday, December 5, 2025 (“Cut-off Date”). A person who is not a member as on the cut-off date should treat this Notice of Postal Ballot for information purpose only. Voting rights shall be reckoned in proportion to their share in the paid-up equity share capital of the Company as on the Cut-off date.
The Notice shall also be uploaded on the website of the Company at www.fusionfin.com, and on the websites of National Stock Exchange of India Limited i.e. www.nseindia.com and BSE Limited i.e. www.bseindia.com.
Dispatch of the Notice shall be deemed to be completed on Monday, December 8, 2025 i.e., the day on which RTA sends out the communication for the postal ballot process by email to the members of the Company.
In terms of Sections 108, 110 and other applicable provisions of the Act, as amended, read together with the Rules and in compliance with Regulation 44 of the SEBI Listing Regulations as amended from time to time, the Company has arranged to provide remote e-voting facility to all the members of the Company. The Company has appointed MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited) (‘MUFG’ or ‘e-voting agency’) for providing remote e-voting facility to its members. The instructions for e-voting are provided as part of this Postal Ballot Notice which the members are requested to read carefully before casting their vote.
The results of the Postal Ballot/e-voting shall be declared by placing it, along with Scrutinizer’s Report, on the Company’s website www.fusionfin.com and on the website of MUFG Intime India Private Limited at https://instavote.linkintime.co.in on or before Friday, January 9, 2026 . Further, the same shall be submitted to the stock exchanges on which the shares of the Company are listed i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com, respectively. The results shall also be displayed for at least three days on the Notice board of the company at its Registered office and its Head Office/Corporate Office.
In accordance with the MCA circulars, the Company has made arrangements for the Members to register their email address. Members who have not registered their email address are requested to register the same with the Depository Participants (‘DPs’), if the shares are held in electronic form.
The e-voting facility will be available only during the e-voting period which will commence on Tuesday, December 9, 2025 (09:00 A.M. IST) and will end on Wednesday, January 7, 2026 (05:00 P.M. IST) . The remote e-voting module shall be disabled for voting thereafter. Once the vote on a resolution(s) is cast by the member, whether partially or otherwise, the member shall not be allowed to change it subsequently or cast the vote again.
To support ‘Green Initiative’ for receiving all communication (including Notice of Postal Ballot) from the Company electronically, members holding shares in dematerialized mode are requested to register/update changes, if any, pertaining to their name, postal address, email address, telephone/mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their Depository Participant.
The proposed resolutions, if assented by the requisite majority, shall be deemed to be passed on the last date specified for e-voting i.e., Wednesday, January 7, 2026.
After sending the notice of Postal Ballot through email, an advertisement will be published in one English national daily newspaper circulating in the whole or substantially the whole of India and one Hindi (Vernacular) daily newspaper.

__ Page 4 of 16

Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on the e-voting system of MUFG at https://instavote.linkintime.co.in and register themselves as ‘Custodian / Mutual Fund / Corporate Body’. They are also required to upload a scanned certified true copy of the board resolution /authority letter/power of attorney etc. together with attested specimen signature of the duly Authorized Representative(s) in PDF format in the ‘Custodian / Mutual Fund / Corporate Body’ login for the Scrutinizer to verify the same. Further the said Resolution/Authorization shall also be sent to the Scrutinizer by email through its registered email address to [email protected] with a copy marked to [email protected] on an immediate basis.
All documents referred to in the Notice will be available for electronic inspection on the website of the Company at www.fusionfin.com. Additionally, Members seeking to inspect such documents can send an email to [email protected] with subject line "Inspection of Documents", mentioning their name, DP Id and Client Id and documents they wish to inspect.
SEBI vide Circular Nos. SEBI/HO/OIAE/OIAE_IAD-1/P/ CIR/2023/131 dated July 31, 2023, and SEBI/HO/OIAE/ OIAE_IAD1/P/CIR/2023/135 dated August 4, 2023, read with Master Circular No. SEBI/HO/ OIAE/OIAE_ IAD1/P/ CIR/2023/145 dated July 31, 2023 (updated as on August 11, 2023), has established a common Online Dispute Resolution Portal (“ODR Portal”) for resolution of disputes arising in the Indian Securities Market. Pursuant to above-mentioned circulars, post exhausting the option to resolve their grievances with the RTA/ Company directly and through existing SCORES platform, the investors can initiate dispute resolution through the ODR Portal at https://smartodr.in/login.
The Company’s Registrar and Transfer Agent for its share registry work (Physical and Electronic) is MUFG Intime India Private Limited. All concerned communications thereto should be addressed directly to the Company’s Registrar & Share Transfer Agents, at the address mentioned below:

M/s. MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited) Noble Heights, 1st Floor, Plot No. NH 2, LSC, C-1 Block, Near Savitri Market, Janakpuri, New Delhi-110058

Tel: 011 - 4141 0592/93 Telefax: 011 - 4141 0591 Email: [email protected]

In case of any queries relating to voting by electronic means, please refer to the Frequently Asked Questions (FAQs) and e-voting user manual for Members available at the Help section of https://instavote.linkintime.co.in. In case of any grievances connected with facility for voting by electronic means, please contact Mr. Rajiv Ranjan, Assistant Vice President - e-Voting, MUFG Intime India Private Limited, C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg, Vikhroli (West) Mumbai-400083, Email: [email protected] or [email protected] Tel: +91 22 - 49186000.

__ Page 5 of 16

REMOTE EVOTING INSTRUCTIONS:

In terms of SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants.

Shareholders are advised to update their mobile number and email Id correctly in their demat accounts to access remote

e-Voting facility.

Login method for Individual shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode with NSDL

METHOD 1 - NSDL IDeAS facility

Shareholders registered for IDeAS facility:

a) Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “IDeAS Login Section”.
b) Click on “Beneficial Owner” icon under “IDeAS Login Section”.
c) Post successful authentication, you will be able to see e-Voting services under Value added services section. Click on “Access to e-Voting” under e-Voting services.
d) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Shareholders not registered for IDeAS facility:

a) To register, visit URL: https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
b) Enter 8-character DP ID, 8-digit Client ID, Mobile no, Verification code & click on “Submit”.
c) Enter the last 4 digits of your bank account / generate ‘OTP’
d) Post successful registration, user will be provided with Login ID and password. Follow steps given above in points (a-d).

==> picture [280 x 44] intentionally omitted <==

METHOD 2 - NSDL e-voting website

a) Visit URL: https://www.evoting.nsdl.com

b) Click on the “Login” tab available under ‘Shareholder/Member’ section.
c) Enter User ID (i.e., your 16-digit demat account no. held with NSDL), Password/OTP and a Verification Code as shown on the screen.
d) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e- Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.
e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

__ Page 6 of 16

METHOD 3 - NSDL OTP based login

a) Visit URL: https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp
b) Enter your 8 - character DP ID, 8 - digit Client Id, PAN, Verification code and generate OTP.
c) Enter the OTP received on your registered email ID/ mobile number and click on login.
d) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.
e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders registered with CDSL Easi/ Easiest facility

METHOD 1 - CDSL Easi/ Easiest facility:

Shareholders registered for Easi/ Easiest facility:

a) Visit URL: https://web.cdslindia.com/myeasitoken/Home/Login or www.cdslindia.com & click on New System Myeasi Tab.
b) Enter existing username, Password & click on “Login”.
c) Post successful authentication, user will be able to see e-voting option. The evoting option will have links of e- voting service providers i.e., MUFG InTime. Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Shareholders not registered for Easi/ Easiest facility:

a) To register, visit URL: https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration / https://web.cdslindia.com/myeasitoken/Registration/EasiestRegistration
b) Proceed with updating the required fields for registration.
c) Post successful registration, user will be provided username and password. Follow steps given above in points (ac).

METHOD 2 - CDSL e-voting page

a) Visit URL: https://www.cdslindia.com
b) Go to e-voting tab.
c) Enter 16-digit Demat Account Number (BO ID) and PAN No. and click on “Submit”.
d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account
e) Post successful authentication, user will be able to see e-voting option. The evoting option will have links of e- voting service providers i.e., MUFG InTime. Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with Depository Participant

Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL / CDSL for e-voting facility.

a) Login to DP website
b) After Successful login, user shall navigate through “e-voting” option.
c) Click on e-voting option, user will be redirected to NSDL / CDSL Depository website after successful authentication, wherein user can see e-voting feature.
d) Post successful authentication, click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

___ Page 7 of 16

Login method for shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode.

Shareholders holding shares in physical mode / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register and vote on InstaVote as under:

STEP 1: LOGIN / SIGNUP to InstaVote

Shareholders registered for INSTAVOTE facility:

a) Visit URL: https://instavote.linkintime.co.in & click on “Login” under ‘SHARE HOLDER’ tab.
b) Enter details as under:
A. User ID: Enter User ID
B. Password: Enter existing Password
C. Enter Image Verification (CAPTCHA) Code
D. Click “Submit”.
(Home page of e-voting will open. Follow the

==> picture [236 x 60] intentionally omitted <==

process given under "Steps to cast vote for Resolutions”)

Shareholders not registered for INSTAVOTE facility:

a) Visit URL: https://instavote.linkintime.co.in & click on “Sign Up” under ‘SHARE HOLDER’ tab & register with details as under:
A. User ID: Enter User ID
B. PAN: Enter your 10-digit Permanent Account
Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant
(DP)/ Company shall use the sequence number provided to you, if applicable.

==> picture [236 x 61] intentionally omitted <==

C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP/Company - in DD/MM/YYYY format)
D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.
Shareholders holding shares in NSDL form , shall provide ‘D’ above
Shareholders holding shares in physical form but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above
E. Set the password of your choice.

(The password should contain minimum 8 characters, at least one special Character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter).

F. Enter Image Verification (CAPTCHA) Code.
G. Click “Submit” (You have now registered on InstaVote).

Post successful registration, click on “Login” under ‘SHARE HOLDER’ tab & follow steps given above in points (ab).

STEP 2: Steps to cast vote for Resolutions through InstaVote

A. Post successful authentication and redirection to InstaVote inbox page, you will be able to see the “Notification for e-voting”.
B. Select ‘View’ icon. E-voting page will appear.
C. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).
D. After selecting the desired option i.e. Favour / Against, click on ‘Submit’.
E. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

NOTE: Shareholders may click on “Vote as per Proxy Advisor’s Recommendation” option and view proxy advisor recommendations for each resolution before casting vote. “Vote as per Proxy Advisor’s Recommendation” option

__ Page 8 of 16

provides access to expert insights during the e-Voting process. Shareholders may modify their vote before final submission.

Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently.

Guidelines for Institutional shareholders (“Custodian / Corporate Body/ Mutual Fund”)

STEP 1 – Custodian / Corporate Body/ Mutual Fund Registration

A. Visit URL: https://instavote.linkintime.co.in
B. Click on “Sign Up” under “Custodian / Corporate Body/ Mutual Fund”
C. Fill up your entity details and submit the form.
D. A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to [email protected].
E. Thereafter, Login credentials (User ID; Organisation ID; Password) is sent to Primary contact person’s email ID. (You have now registered on InstaVote)

STEP 2 – Investor Mapping

A. Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
B. Click on “Investor Mapping” tab under the Menu Section
C. Map the Investor with the following details:
1) ‘Investor ID’ – Investor ID for NSDL demat account is 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678; Investor ID for CDSL demat account is 16 Digit Beneficiary ID.
2) ‘Investor’s Name - Enter Investor’s Name as updated with DP.
3) ‘Investor PAN’ - Enter your 10-digit PAN.
4) ‘Power of Attorney’ - Attach Board resolution or Power of Attorney.

NOTE: File Name for the Board resolution/ Power of Attorney shall be – DP ID and Client ID or 16 Digit Beneficiary ID.

Further, Custodians and Mutual Funds shall also upload specimen signatures.

D. Click on Submit button. (The investor is now mapped with the Custodian / Corporate Body/ Mutual Fund Entity). The same can be viewed under the “Report Section”.

STEP 3 – Steps to cast vote for Resolutions through InstaVote

The corporate shareholder can vote by two methods, during the remote e-voting period.

METHOD 1 - VOTES ENTRY

a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
b) Click on “Votes Entry” tab under the Menu section.
c) Enter the “Event No.” for which you want to cast vote. Event No. can be viewed on the home page of InstaVote under “On-going Events”.
d) Enter “16-digit Demat Account No.”.
e) Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link). After selecting the desired option i.e. Favour / Against, click on ‘Submit’.
f) A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.
(Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

Page 9 of 16

METHOD 2 - VOTES UPLOAD

a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
b) After successful login, you will see “Notification for e-voting”.
c) Select “View” icon for “Company’s Name / Event number”.
d) E-voting page will appear.
e) Download sample vote file from “Download Sample Vote File” tab.
f) Cast your vote by selecting your desired option 'Favour / Against' in the sample vote file and upload the same under “Upload Vote File” option.
g) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed.
(Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

Helpdesk:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode facing any technical issue in login may contact INSTAVOTE helpdesk by sending a request at [email protected] or contact on: - Tel: 022 – 4918 6000.

Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e., NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending request [email protected] call at: 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending request [email protected] contact at toll free no. 1800 22 55 33

Forgot Password:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in

Click on “Login” under ‘SHARE HOLDER’ tab.
Click “forgot password?”
Enter User ID, select Mode and Enter Image Verification code (CAPTCHA).
Click on “SUBMIT”.

In case Custodian / Corporate Body/ Mutual Fund has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in

Click on ‘Login’ under “Custodian / Corporate Body/ Mutual Fund” tab
Click “forgot password?”
Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA).
Click on “SUBMIT”.

In case shareholders have a valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing information about the particulars of the Security

__ Page 10 of 16

Question and Answer, PAN, DOB/DOI etc. The password should contain a minimum of 8 characters, at least one special character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both, then the Shareholders are advised to use Forget User ID and Forget Password option available at above mentioned depository/ depository participants website.

General Instructions - Shareholders

It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.
During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

__ Page 11 of 16

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

ITEM NO. 1

The members are hereby informed that, consequent to the resignation of Mr. Devesh Sachdev from the directorship of the Company, the Company has received a request letter for waiver dated November 4, 2025 from Mr. Devesh Sachdev (promoter), wherein he has, inter-alia, requested for waiver of his rights in respect of nominating 1 (one) executive director for appointment on the Board of Directors of the Company (“Board”) under Article 103.2 of the Articles of Association of the Company (“AOA”).

Accordingly, subject to receipt of requisite approvals (including the approval of shareholders of the Company), the Board of Directors of the Company had, at its meeting held on November 4, 2025, accorded its approval for amendment in the Articles of Association of the Company 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 stands amended as under:

==> picture [431 x 15] intentionally omitted <==

----- Start of picture text -----

Current Version Revised Version
----- End of picture text -----

Current Version Revised Version	Current Version Revised Version
The composition of the Board of the Company shall be as follows:*(i)* *the Founder Promoter shall be entitled to appoint 1 (One) executive* *Director which shall include the Founder Promoter or such other* *person nominated by the Founder Promoter (the “Founder Promoter* *Director”) provided that in the event the Founder Promoter’s* *employment agreement with the Company in relation to him being* *the managing director and / or chief executive officer of the* *Company, is terminated by the Company ‘without cause’ in* *accordance with the terms of his employment agreement, his right* *under this Article 103.2 will fall away from the last date of his* *employment as managing director and /or chief executive officer of* *the Company;*(ii) 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; and (iii) 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; (iv) 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”. *Provided that the rights of the Founder Promoter and the Investors* *pursuant to this Article 103.2, shall be subject to approval of the* *Shareholders in the first general meeting convened after the listing* *of Equity Shares pursuant to the IPO, in accordance with applicable* *regulatory requirements.*	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”.

Current Version
Revised Version

The composition of the Board of the Company shall be as follows:(i)
the Founder Promoter shall be entitled to appoint 1 (One) executive
Director which shall include the Founder Promoter or such other
person nominated by the Founder Promoter (the “Founder Promoter
Director”) provided that in the event the Founder Promoter’s
employment agreement with the Company in relation to him being
the managing director and / or chief executive officer of the
Company, is terminated by the Company ‘without cause’ in
accordance with the terms of his employment agreement, his right
under this Article 103.2 will fall away from the last date of his
employment as managing director and /or chief executive officer of
the Company;(ii) 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; and (iii) 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; (iv) 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”.
Provided that the rights of the Founder Promoter and the Investors
pursuant to this Article 103.2, shall be subject to approval of the
Shareholders in the first general meeting convened after the listing
of Equity Shares pursuant to the IPO, in accordance with applicable
regulatory requirements.

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”.

In terms of the provisions of Section 14 and other applicable provisions of the Act, the amendment requires the approval of the members of the Company by way of Special Resolution.

None of the Directors and Key Managerial Personnel of the Company and their respective relatives are concerned or interested, financially or otherwise, in passing the proposed Resolution except to the extent of their shareholding of the Company.

The Board recommends the Special Resolution set out at Item No. 1 of the Notice for approval by the Members

__ Page 12 of 16

Item No. 2:

The shareholders of the Company by way of postal ballot resolution dated October 19, 2025, approved the appointment of Mr. Sanjay Garyali as Whole-Time Director for the period of 5 (five) consecutive years commencing from August 18, 2025 to August 17, 2030 and payment of remuneration to Mr. Sanjay Garyali for a period of three years i.e. from August 18, 2025 until August 17, 2028. Further, based on the recommendation of the Nomination & Remuneration Committee, the Board of Directors has approved the appointment of Mr. Sanjay Garyali (DIN: 11046442) as Managing Director & Chief Executive Officer of the Company w.e.f. September 30, 2025 for his remaining tenure. All the terms and conditions of his appointment, including remuneration as approved by the shareholders by way of postal ballot resolution dated October 19, 2025, shall remain unchanged.

Brief Profile

Mr. Sanjay Garyali has been serving as the Company’s CEO since March 17, 2025 and Whole Time Director & Chief Executive Officer since August 18, 2025. With over 28 years of experience in the finance industry, he brings a wealth of expertise in retail financial markets and a deep understanding of the key drivers in the sector.

Mr. Garyali led the Urban Finance business of L&T Finance, where he successfully managed a portfolio worth INR 40,000 Crore, including Two-Wheeler, Consumer Loans, and Mortgages. His role involved shaping policies, developing infrastructure, and creating distribution networks for mortgages, as well as optimizing the cost structure of the Two Wheeler business to drive profitability. Additionally, he spearheaded the development of a cutting-edge 5th generation credit engine that utilized three-dimensional customer signals to generate accurate insights. Mr. Garyali also played a key role in creating a digitally native product for consumer finance, which led to significant growth—propelling the business from a minimal market share to a 4.5% share in prime markets and 2.5% in emerging markets.

Earlier in his career, Mr. Garyali was associated with Kotak Mahindra Bank, where he -managed Home Finance and Emerging Market mortgages, focusing on channels, products, and collections.

Mr. Garyali has pursued a Master of Business Administration from Panjab University and Bachelor of Engineering from BV College of Engineering Pune.

The requisite details of Mr. Sanjay Garyali, as required pursuant to Schedule V Part II Section II (B) of the Act, Regulation 36 of Securities and Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 and SS-2, issued by the ICSI are provided in the “Annexure-A”.

Except Mr. Sanjay Garyali to the extent of his appointment, remuneration and shareholding, none of the other Directors or Key Managerial Personnel of the Company or their relatives are concerned or interested, financially or otherwise in the resolution set out in Item No. 2.

The Board recommends the Special Resolution as set out at Item No.2 of the Notice for approval of the members.

By Order of the Board of Directors

For Fusion Finance Limited (Formerly Fusion Micro Finance Limited) Sd/- Vikrant Sadana Company Secretary & Compliance Officer Membership No. A36584

Date: December 8, 2025

Place: Gurugram

__ Page 13 of 16

Annexure A Details of director seeking appointment pursuant to Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards-2 issued by the Institute of Company Secretaries of India on General Meetings.

==> picture [426 x 624] intentionally omitted <==

----- Start of picture text -----

Sr.
Particulars Mr. Sanjay Garyali
No.
1. DIN 11046442
2. Date of Birth November 24, 1970
3. Age (Years) 54 years
4. Date of appointment on March 17, 2025 (as Chief Executive Officer)
the Board August 18, 2025 (as Director & Whole-Time Director)
September 30, 2025 (as Managing Director)
5. Brief resume covering Mr. Sanjay Garyali holds a Master of Business Administration (MBA)
Qualification and nature of from Panjab University and a Bachelor of Engineering (BE) from BV
expertise in Functional College of Engineering, Pune.
areas and experience
Mr. Sanjay Garyali has over 28 years of experience in the finance
industry with expertise in retail financial markets. He has led large
portfolios in Two-Wheeler, Consumer Loans, and Mortgages at L&T
Finance, driving digital innovation, market expansion, and
profitability. Earlier, he was associated with Kotak Mahindra Bank,
managing Home Finance and Emerging Market mortgages.
6. Nature of Expertise and As mentioned in brief profile.
Experience
7. List of Directorship in NIL
Companies (Other than
Fusion Finance Limited)
8. Chairman / Member of the NIL
Committees of the Board
of Directors of Companies
(Other than Fusion Finance
Limited) in which he is a
Director
9. Listed entities from which NIL
the person has resigned
from the post of
Directorship/Membership
of Committee of the Board
in the past three years.
10. Shareholding in the 0.00% (Holds 1950 equity shares of Fusion Finance Limited)
company
11. Relationship with other There is no inter-se relationship between Mr. Sanjay Garyali and other
directors, manager and directors/Key Managerial Personnel of the Company.
other Key Managerial
Personnel of the Company
12. Terms and Conditions of Appointed as Managing Director of the Company, liable to retire by
appointment rotation. Other terms & conditions of his appointment including
remuneration shall remain unchanged.
13. Remuneration As set out in earlier resolution approved by the shareholders on
October 19, 2025 through postal ballot.
14. No. of Board Meetings 4/4
Attended during the FY
2024-25 (eligible to attend
after being appointed as
an Additional Director on
the Board of the Company)
----- End of picture text -----

__ Page 14 of 16

Annexure B

DETAILS PURSUANT TO SECTION II OF PART II OF SCHEDULE V OF THE COMPANIES ACT, 2013, SECRETARIAL STANDARD-1 AND SEBI LISTING REGULATIONS

General information:

(1) Nature of industry:

The Company is engaged in the business of lending microfinance and MSME loans.

(2) Date or expected date of Commencement of commercial production

The Company was incorporated on September 05, 1994, and operating in the 22 Indian states.

(3) In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus

Not applicable

(4) Financial performance based on given indicators:

As per Published Audited Results for the last three financial years is as under:

==> picture [352 x 84] intentionally omitted <==

----- Start of picture text -----

(Rs. in crores)
2022-23 2023-24 2024-25
Particulars
Gross Income 1,799.97 2,412.42 2,368.89
Profit Before Tax 511.98 663.26 (1,133.01)
Profit After Tax 387.15 505.29 (1,224.54)
Net worth 2,321.92 2,848.15 1,643.33
Dividend on Equity % NIL
----- End of picture text -----

(5) Foreign investments or collaborations, if any.

==> picture [357 x 96] intentionally omitted <==

----- Start of picture text -----

Details of Equity investors of the Company along with
%age to the paid up
their shareholding in the Company, as on September 30,
equity share capital
2025, are as follows: Foreign Holdings
NRIs 0.90%
Foreign Promoters 52.03%
Foreign Nationals -
FIIs 3.92%
Total 56.85%
----- End of picture text -----

II. Information about the director:

a) Background details: As per the brief profiles stated in the explanatory statement.

b) Past remuneration 2024-25 (in Rs.): Not Applicable

c) Recognition or awards: Mr. Sanjay Garyali has led several key initiatives, including managing a portfolio of INR 40,000 crore at L&T Finance, optimizing the Two-Wheeler business for profitability, developing a fifth-generation credit engine, and launching a digitally native consumer finance product that significantly expanded market share.

d) Job profile and his suitability: Mr. Sanjay Garyali, Chief Executive Officer since March 17, 2025 and Whole Time Director & Chief Executive Officer since August 18, 2025, having 28+ years of experience in the finance industry with expertise in retail financial markets. He has successfully led large portfolios, driven digital innovations, and enhanced profitability at L&T Finance and Kotak Mahindra Bank. His leadership and proven track record make him well-suited to steer the Company’s growth and create long-term value for shareholders. The appointment of Mr. Sanjay Garyali as Managing Director would be of immense benefit and value to the Company.

__ Page 15 of 16

e) Remuneration proposed: The terms and conditions of his remuneration, as approved by the shareholders resolution dated October 19, 2025, shall remain unchanged.

f) Comparative remuneration profile with respect to industry, size of the company, profile of the position and person (in case of expatriates the relevant details would be with respect to the country of his origin): Director remuneration in the microfinance sector reflects company size and role, with higher pay for those with banking, fintech, or regulatory expertise. Compensation balances experience and responsibilities to stay competitive within the industry.

g) Pecuniary relationship directly or indirectly with the company, or relation with the managerial personnel, if any: Except to the extent of his shareholding in the Company, gross compensation payable as per approval of Members, Mr. Sanjay Garyali does not have any pecuniary relationship directly or indirectly with the Company or with the managerial personnel of the Company.

III. Other information:

a) Reasons of loss or inadequate profits: The microfinance sector experienced unprecedented stress arising from (a) overleveraging in customer segments, (b) deterioration in borrower repayment discipline post-COVID, and (c) external disruptions including localised political interference. These headwinds manifested rapidly across geographies, affecting not only Fusion but also a broad set of peers. This led to elevated delinquencies and consequential losses in FY25.

b) Steps taken or proposed to be taken for improvement: The company is taking proactive steps to strengthen its balance sheet through enhanced risk controls, recovery measures, and capital support (including successful completion of INR 800 Crores partly paid rights issue which was 1.5x subscribed), with a focus on long-term stability and sustainable growth.

c) Expected increase in productivity and profits in measurable terms: The company expects improved profits through better operational efficiency, stronger risk management, and enhanced recovery efforts, leading to more sustainable and effective performance.

Date: December 8, 2025 Place: Gurugram

By order of the Board of Directors For Fusion Finance Limited (Formerly known as Fusion Micro Finance Limited) Sd/Vikrant Sadana Company Secretary & Compliance Officer Membership No. A36584

__ Page 16 of 16

AI assistant

FUSION FINANCE LIMITED — Proxy Solicitation & Information Statement 2025

60373_rns_2025-12-08_ea4728c9-7f27-4c51-a180-8cbb4c3402fd.pdf

Date: 08.12.2025

Letter No. FFL/SEC/2025-26/SE-88

For Fusion Finance Limited

(Formerly Fusion Micro Finance Limited)

Place: Gurugram