Against

all odds
FU SIO N M IC R O F INA NCE L IM ITED
ANNUAL REPORT 2022-23
 SUCCESS IS NOT ABOUT
THE DESTINATION

IT’S ABOUT
CONTENTS THE JOURNEY,
CORPORATE OVERVIEW
2 Statement from the MD & CEO ESPECIALLY WHEN IT’S
8
14
About the Company
Our Competitive Edge
AGAINST ALL
16 Key Performance Indicators
18 People & Culture
21 Empowering Women
27 ESG
33 Corporate Social Responsibility

MANAGEMENT REPORTS
62 Directors’ Report
74 Corporate Governance Report
Management Discussion and Analysis
102
Report
108 Business Responsibility &
Sustainability Reporting

FINANCIAL REPORTS
136 Financial Statements
 FROM THE DESK OF OUR MD & CEO;
MR. DEVESH SACHDEV

THE FEELING OF
SUCCESS IS A
SPECIAL ONE.
AND THIS FEELING
BECOMES MAGICAL
WHEN YOU
ACHIEVE SUCCESS
AGAINST ALL ODDS

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 Our listing reinforced the acceptability
of microfinance in the capital markets
Building for Future
As we set our sights on future, we
every employee feels nurtured and
engaged. We continue to focus on
WE REMAIN
and I am sure it will give hope and
confidence to many others in the
remain cognizant of the challenges
and opportunities and continue
strengthening our employee life
cycle management, with a strong
COMMITTED TO
sector going forward. to prepare for calibrated growth performance management system, OUR MISSION OF
During this journey, we faced several by augmenting our operations, learning and development initiatives,
headwinds in the form of choppy underwriting, risk management and differentiated rewards and career BEING THE TRUSTED
human capital to manage for scale. growth to provide enriching employee
markets, rising interest rates, inflation,
Russia- Ukraine war, challenging Last year, the strategic initiatives that experience. FINANCIAL SERVICES
I WOULD LIKE TO START BY
EXTENDING A VERY WARM
WELCOME TO ALL OUR NEW
sectoral perceptions and lingering
impact of COVID. But we defied
the odds to reach where we are
we launched have already boosted
our business operations by reducing
turnaround time, enhancing credit
As we look forward to taking Fusion to
the next level, I would like to specially
thank my colleagues on the Board
PROVIDER OF
CHOICE FOR OUR
assessment and building operational for their invaluable inputs in paving
SHAREHOLDERS TO THE FUSION today and this gives me confidence
FAMILY. to keep raising the bar. Today, I efficiencies. We are focused on further the way and the leadership team CUSTOMERS AND
write in gratitude: proud of our strengthening our processes, products for their commitment and support.
I am grateful for their faith in Fusion accomplishments, confident of our and deepening our technology/ Many thanks to our debt providers,
DELIVER SUSTAINABLE
and look forward to a fulfilling journey strategy, and immensely inspired by digital footprint. With a clear strategy
together. our 10,000+ strong extraordinary and a sharp focus on execution, I am
rating agencies, vendors and other
stakeholders for their continuous
RETURNS TO OUR
FROM THE DESK OF OUR MD & CEO;
MR. DEVESH SACHDEV As I reflect on the year gone by, 15th Fusion family. We are ready - in fact sure we will continue to enhance our
ability to serve our customers better
support. Would also like to appreciate SHAREHOLDERS...
November 2022 will forever be etched eager - for whatever tomorrow brings, MFIN, the self-regulatory organization
in the history of Fusion as a landmark. as our next challenge. and grow sustainably. of our sector for continuously working
On this day, we achieved our goal FY23 proved to be a very good year People & Culture to create a conducive environment
of getting listed on NSE & BSE, a for us in terms of performance across There is a famous saying - CULTURE through policy advocacy, improving
testament to our 12-year journey all operational and financial metrics. EATS STRATEGY FOR BREAKFAST. Governance, engagement with

Against of persistence, resilience, courage,

foresight, planning and above all,
Our AUM grew by 36.99% YOY and
we clocked the highest PAT since
At Fusion, we believe our team is
our core asset and it remains at the
media and other stakeholders. I
thank the entire Fusion Family for
...Upwards & Onwards,
DEVESH

all odds
strong self-belief. We were the first inception with robust ROA of 4.65% heart of our strategy. We understand their dedication, enthusiasm and
NBFC to get listed in 15 months and ROE of 21.16% for FY22-23. We and appreciate the responsibility of consistency in delivering beyond
and the only words to describe this have been growing consistently being a listed entity and are driven expectations which ultimately has
momentous event were Against All with an extensive network of 1086 by our core values - Responsibility, resulted in Fusion’s continuous
Odds. branches spread across 20 states Respect, Transparency, Governance, growth.
including 3 Union Territories as of 31st Collaboration and Customer Focus.
March’23. Our MSME business is also As the organization grows, it is
gaining strength by setting the right important for our leaders to lead with
foundations to contribute as a second values and create a culture where
growth engine. It has expanded to
67 branches, enrolled 10747 MSME
clients and built a portfolio of H301.64
crore as on March 31, 2023.
Throughout the last financial year
even with the high interest rate
environment, persistent inflation,
tightening liquidity and global
uncertainty, we managed to have
a very nominal impact on cost of
funds due to our robust liability
management. I am confident of our
ability to continue this trend in future
now that our credit rating has been
upgraded to A (stable).

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 ABOUT US: FUSION MICRO FINANCE LIMITED
MISSION
A self-sustainable financial institution which
leverages the distribution network to channel
other products and services

Customer Centricity

Governance & Respect

Transparency

Humility Responsibility

VISION
Fusion Micro Finance with a social vision and business Collaboration
orientation aims to provide underprivileged women
with economic opportunities to transform the
quality of their lives

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ABOUT US: FUSION MICRO FINANCE LIMITED

Our Business Verticals Our Numbers

MICRO FINANCE
We have been in the Micro Finance business for 13 years+
(January 2010) with a strong presence in 20 states and
MSME LOANS
We are focused to serve the “Missing Middle” segment
of MSME sector, which is aspiring to increase their
3.53 1,086 398
Active Customers Branches Districts
Union Territories. We are among the Top 10 in our business contribution in the economic growth and prosperity of our (mn)
space servicing 3.52 Mn clients. country.

cr cr
H
8,375.16
Disbursements, FY23
H
220.95
Disbursements, FY23

H
1,743.52 cr H
56.45 cr 20 8,596.11 1,799.97
States Disbursement Revenue
Revenue, FY23 Revenue, FY23 (H crore) (H crore)

cr cr
H
8,994.58
Assets under Management, FY23
H
301.64
Assets under Management, FY23

Branch presence Disbursement break up Customer segment 9,296.22 387.15 10.15

Central: 17.5% Assets under Management Net Profit NIM (%)
Central: 21.5%
(H crore) (H crore)
South: 6.7%
North: 37.5% North: 36.9% Rural: 93.0%
South: 9.8
% Urban/Semi
Urban: 7.0%

East: 31.2% East: 38.9%

2,321.92 2.92 0.87

ZONE TOTAL % ZONE TOTAL % ZONE %
North 407 37.5 North 3168.98 36.9 Rural 93.0
East 339 31.2 East 3345.09 38.9 Urban/Semi Urban 7.0
South 106 9.8 South 580.64 6.7
Central 234 21.5 Central 1501.40 17.5 Networth (H crore) Debt-equity (x) NPA (%)
Total 1086 100.0 Total 8596.11 100.0

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ABOUT US: FUSION MICRO FINANCE LIMITED

Our Growth

FY
14 FY
17 FY
20 FY
23
States of Presence 4 States of Presence 12 States of Presence 18 States of Presence 20
Branches 41 Branches 264 Branches 595 Branches 1086
Customers 1,27,721 Customers 8,73,002 Customers 18,71,641 Customers 35,28,107
Disbursements (H Crore) 168.30 Disbursements (H Crore) 878.01 Disbursements (H Crore) 3574.04 Disbursements (FY) 8,596.11
Revenue (H Crore) 24.96 Revenue (H Crore) 201.04 Revenue (H Crore) 730.31 Revenue (H Crore) 1,799.97
Net Profit (H Crore) 3.01 Net Profit (H Crore) 4.10 Net Profit (H Crore) 69.61 Net Profit (H Crore) 387.15
Assets under Management (H Crore) 137.79 Assets under Management (H Crore) 827.16 Assets under Management (H Crore) 3,606.52 Assets under Management (H Crore) 9,296.22

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COMPETITIVE EDGE

Standing tall among the crowd

WELL DIVERSIFIED AND PROVEN EXECUTION ACCESS TO DIVERSIFIED EFFECTIVE ROBUST
EXTENSIVE PAN-INDIA CAPABILITIES WITH SOURCES OF CAPITAL ASSET LIABILITY UNDERWRITING
PRESENCE STRONG RURAL FOCUS Over the years, we have adopted MANAGEMENT PROCESS AND RISK
a calibrated approach towards
We have always prioritized organic We have expanded our presence in
diversifying our fund raising
We have a judicious ALM policy that MANAGEMENT
diversification since our inception the untapped rural areas and we also carefully monitors the contractual
and have focused on establishing our have a long history of serving rural
sources and minimizing our costs of
maturity periods of all assets and POLICIES
borrowings with prudent asset liability We believe that our robust
presence in difficult markets. Today, markets with high growth potential liabilities. In addition, we ensure that
management and effective liquidity risk management policies and
we are present in 20 states and UTs in the microfinance segment. Over the average maturity of our liabilities
management. As a result, our average underwriting processes, such as
out of 28 in India. Our ability to widen the last decade, we have built a deep are higher than the average maturity
effective cost of borrowings has our extensive customer assessment
our presence with every passing rural franchise in the microfinance of our assets by sourcing funding with
declined steadily over the years. methodologies and monitoring
year has fueled business growth and segment. As of March 31, 2023, larger repayment cycles than the loans
positioned us a formidable player in 93.00% of our total customers and we provide. As a result of our prudent systems, have resulted in healthy
the MFI space. 63.26% of our total branches are
from rural areas. Our track record of
FY19 COB:12.67% ALM standards, we had favourable
asset-liability positions and positive
portfolio quality. Further, we employ
proactive practices that involve

26.58%
frequent evaluations of portfolio
financial performance and operational
efficiency through consistently FY23 COB: 10.30% interest rate gaps across all time
buckets. risk levels on a periodic basis and
high rates of customer acquisition, Drop in 237 bps rigorous monitoring and analysis of

1
Branch expansion cash disbursements and collection,
retention and low cost expansion is
(CAGR - FY17-FY23) roll rates and customer retention at
visible in the under-penetrated areas.

29.92
both branch and head office levels,
%
49.66
16,696.01 Crores
% TECHNOLOGICALLY
Fund raised through debt
which minimize the incidence of bad
debts. Our risk management division
(FY19-FY23) is divided into separate teams that are
Active customer growth
(CAGR - FY17-FY23)
AUM growth ADVANCED OPERATING respectively dedicated to managing
(CAGR - FY17-FY23)
MODEL and mitigating credit risk, market

2491 bps Drop in We have followed a well-defined

IT strategy since our inception A risk and operational risk, and which
are subject to oversight by our Risk
Management Committee and our
Cost to income ratio with clear targets that we
regularly review and revise in
Stable as on March 31, 2023
Board of Directors.
(between FY19-FY23)
order to remain at the forefront
of the dynamic and fast-evolving
nature of business technology.
Our technology investments and
initiatives over the years have yielded
substantial increases in digital
customer onboardings and online
disbursements as well as a decrease in
turnaround times.

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 FY18 1727.59

16
FY19 2820.45

(H Crore)
FY20 3574.04

Disbursement
FY21 3710.30

FY22 6179.78

FY23 8596.11

FY18 267.31

FY19 497.05
(H Crore)

FY20 730.31
Total Income

FY21 873.09

FY22 1201.35

FY23 1799.97

FY18 -39.41

FY19 50.67
(H Crore)
Net Profit

FY20 69.61
Key Performance Indicators

FY21 43.94

FY22 21.76

FY23 387.15
(%)

FY18 73.44

FY19 63.35

FY20 50.92

FY21 44.26
Cost-Income Ratio

FY22 44.27

FY23 38.44

ANNUAL REPORT 2022-23

FUSION MICRO FINANCE LIMITED
FY18 1968.46

AGAINST
ALL ODDS
FY19 3610.52
(H Crore)
Total Assets

FY20 4239.99

FY21 5837.93

FY22 7290.48

FY23 9363.54

FY18 1555.60

FY19 2641.39
(H Crore)

FY20 3606.52
OVERVIEW

FY21 4637.84
1 CORPORATE

FY22 6785.97
Asset under management

FY23 9296.22
(%)

FY18 8.22
REPORTS

FY19 9.68
62 MANAGEMENT

FY20 8.85

FY21 9.22
Net Interest Margin

FY22 8.39
REPORTS
136 FINANCIAL

FY23 10.15
(%)

FY18 21.87

FY19 26.92

FY20 35.82

FY21 27.26
Capital Adequacy

FY22 21.94

FY23 27.94
17
People & Culture
A
great culture creation is not an overnight journey, it develops over a period as the Organization evolves..
We focus on the three key elements: people, place and practices. With a foundation build on mutual
respect for people, we have a matrix driven system that empowers employees through collaboration. We
have an open-door policy that promotes inclusion and innovative ideas from all verticals and layers of the
organization ensuring the voice is being heard at all levels. For we know that people contribute with a zeal
when they know where their ideas can be heard and their efforts will make a difference. And we provide that
platform to our employees to share their ideas. As work place impacts the behaviour of people, we provide a
conducive environment for personal growth through closely knitted partnerships. Our ethical, transparent and
dynamic practices drive sustained adaptability to the changing environment creating an open, competitive
and creative atmosphere.

DIWALI 2022 FOUNDER’S DAY 2022 HOLI 2022 IPO LISTING CELEBRATION

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 Empowering women
in the economy and
closing gender gaps
are key to achieving
inclusive and
sustainable growth

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WOMEN IN RURAL INDIA

How the microfinance sector

performed in FY23!

M A
OVING across the length with the heavy burden of unpaid care, According to a report by credit S on 31 March 2023, the The on-balance sheet portfolio of
and breadth of India, you leaving little time to engage in gainfulinformation firm TransUnion CIBIL, microfinance industry serves 6.6 NBFC-MFIs was H1,38,310 crore, spread
will find one common sight, employment. the number of women borrowers in crore unique borrowers through across 717 districts of 35 states and
women are at work from the crack of Despite rural women being India grew to 63 million that is 28% 13.0 crore loan accounts. union territories. There is an increase
dawn to the vee hours of the night. recognised as harbingers of economic, of the total borrowers in the country. Microfinance operations are present
in portfolio of around 37.7% over
Dressed in traditional attire, they can environmental and social changes The report suggests that the number the same quarter of last year. Overall
in 729 districts across 28 states and 8
be seen working on fields, operating required for sustainable development, of women borrowers increased at a union territories (UTs), including a very health of portfolio has improved
small ventures, tending to livestock, limited access to credit, health CAGR of 15% over the last five years. on a YoY basis as reflected by PAR
small portfolio in the UT of Ladakh
all while they continue to take care care, education and various other The report also suggests that the >30 of 8.3% as on 31 March 2023, in
and Lakshadweep.
of their households and families with challenges, hampers their growth share of women borrowers in semi- comparison to 10.1% as on 31 March
equal care. These are the 400 million NBFC-MFIs are the largest provider 2022. During FY 22-23, NBFC-MFIs
process and their contribution to urban and rural locations grew at a
women residing in rural India. of micro-credit with a loan amount received a total of H74,787 crore in
economic growth and social welfare. CAGR of 18% between CY 2017 and
outstanding of H1,38,310 crore, debt funding, which is 59.2% higher
Without these, rural communities Microfinance is heralding change CY 2022, compared to 14% growth
accounting for 39.7% to total industry than FY 21-22.
would not function. Yet, they often among rural women in India. It is in metro and urban areas. The overall
portfolio. 13 Banks hold the second
face resource inequities, reduced not just providing them funds to share of women borrowers in semi- New regulatory norms have created a
largest share of portfolio in micro-
access to services, lack of education, transform their dream into reality; it rural and rural locations has risen level-playing field and it is reflected in
credit with total loan outstanding
and unequal rights, making it difficult is also assisting them in growing their to 62%, marking an increase of 6 of H1,19,133 crore, which is 34.2% of
the growth of the portfolio of NBFC-
for them to fulfill their potential. micro ventures and introducing them percentage points during the same total micro-credit universe. SFBs have
MFIs.
to digital tsunami that is sweeping period.
According to the Centre for a total loan amount outstanding of
Monitoring Indian Economy (CMIE), across the Indian landmass in recent H57,828 crore.
the labour force participation rate years.
of rural women was 9.92% in March
2022 compared to 67.24% for
men. Due to cultural norms, where
men typically migrate to search for
work; women often find themselves

Rural women are increasingly participating in economic activity. The Microfinance sector - braving the headwinds Demonetisation COVID-19
& Farm Loan 2nd wave
Economic Survey notes the noticeable rise in Rural Female Labour waive (2016-17)
National farm COVID-19
Force Participation Rate (FLFPR) from 19.7% in 2018-19 to 27.7% in loan waiver AP ordinance AP farm loan 1st wave
2020-21 waiver
3,500 Farm loan 100%
waiver 2018,
floods, NBFC
3,000 95% 84% crisis 80%
72%
2,500 7.2%

36% 60%
2,000 42 %
23% 40%
50 %
1,500
23% 25% 20%
1,000 17 %
44 %
14% 10% 0%
-14% 3%
500
60 117 175 200 173 212 249 428 787 1,069 1,311 1,868 2,343 2,593 2,854 2,931
0 -20%
FY08 FY09 FY10 FY11 FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23
Q1
SOURCE: MFIN, CRISIL RESEARCH l GLP l GLP growth
Note: Data includes data for banks lending through JLG, SFBs, NBFX-MFIs, other NBFCs and non-profit MFIs. It excludes data for banks lending through SHG. The amounts
are as of the financial year. (N= 211 for Q1FY23; N= 202 for FY22; N= 188 for FY21; N= Number of entities).

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MICROFINANCE - GROWTH OPPORTUNITIES

Microfinance,
Headroom for growth
C
RISIL Research expects MFI
Industry to grow at 18-20%
CAGR between FY2022-2025.
During the same period, NBFC-MFIs
are expected to grow at a much faster
rate of 20-22% as compared to the MFI
industry. Key drivers behind superior
growth outlook of the MFI industry
Key enablers behind growth of Rising Penetration to Support Rural Segment to Drive MFI Business
include increasing penetration into
Microfinance Industry Continued Growth of the Industry CRISIL Research expects the share
the hinterland and expansion into
newer states, faster growth in rural l Digitalisation to bring down costs, Although, India’s household credit of rural segment in MFIs’ business
segment, expansion in average improve collection efficiency penetration on MFI loan has increased to remain higher, with increasing
ticket size, and support systems like and profitability for MFIs. CRISIL to 33% in the financial year 2020 demand expected from this segment.
credit bureaus. The presence of self- Research expects that the lower from 23% in the financial year 2017. Despite 2/3rd of population, 47%
regulatory organisations (SRO) like cost of servicing customers, better The penetration is still on the lower of GDP contribution and 2/3rd of
MFIN and Sa-Dhan is also expected productivity and lower credit costs side as only 4 states have penetration two-wheeler demand; the rural
to support sustainable growth of the through the use of technology will higher than 40%. There is huge segment’s share in credit remains
industry going forward. Microfinance help MFIs improve their profitability untapped market available for MFI fairly low at 10% of the overall credit
sector in India regulated by the RBI. l MFIs have built a large distribution players. As of the end of March 2022, outstanding, thereby opening up a
The RBI’s new regulatory regime for network in urban and rural India. the microfinance industry had grown huge opportunity for savings and loan
micro finance loans effective April Now these MFIs are leveraging this at a CAGR of 22% since the financial products.
2022 has done away with interest network to distribute financial and year 2018. In the financial year 2022, Compared to banks, MFIs have higher
rate cap applicable on loans given by non-financial products including the industry grew by 10% year on focus on rural areas. Going forward
NBFC-MFIs, and also supports growth insurance and product financing of year to reach H3.02 trillion as of March as well, for MFIs, rural clientele is
by enabling players to calibrate other institutions to members at a 2022. Going forward, CRISIL Research expected to remain high in the
pricing in line with customer risk. cost lower than competition expects the overall portfolio size range of 55-60% compared to urban
to reach H5.0 trillion by end of the clientele. CRISIL Research believes
financial year 2025. that establishing a good relationship
with rural customers and engaging
with them regularly leads to longer
and more loyal customer relationship,
which can be further leveraged to
cross-sell other products.

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 Care for
Stakeholders

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 while creating enduring value for our impact on the communities where We actively engage the local
stakeholders. We remain committed we operate. These CSR initiatives workforce, providing employment
to upholding high standards of align with various United Nations opportunities to local people

Environmental
environmental stewardship, social Sustainable Development Goals both within our organization and
responsibility, and corporate (SDGs), encompassing SDG 1 (No through our CSR activities, thereby
governance, and we will continuously Poverty), SDG 2 (Zero Hunger), SDG contributing to SDG 8 (Decent Work

Social & adapt our practices to meet the

evolving demands of our changing
3 (Good Health and Well-being), SDG
4 (Quality Education), SDG 5 (Gender
and Economic Growth).
We prioritize good governance,

Governance
world. Equality), SDG 6 (Clean Water and emphasizing transparency, ethics,
In rural regions, a noteworthy Sanitation), and SDG 13 (Climate and stakeholder welfare. Our
contribution to environmental Action). comprehensive anti-harassment
sustainability has been made through Our sustainable farming program policy fosters a respectful work
offering bicycles to more than 7,000 focuses on improving agricultural environment.
people. These bicycles play a crucial practices, working closely with local
role in facilitating the commuting farmers to increase crop yields, reduce
needs of children going to school environmental impact, and promote
and carrying out their daily activities, sustainable food production in
while adults utilize them for their alignment with SDG 2 (Zero Hunger).
work commutes. As a result, not only Additionally, our water purifier
do these bicycles lead to significant initiative addresses water impurity,
savings on transportation costs, but ensures access to safe drinking water,
they also contribute to reducing and reduces water wastage, directly
carbon emissions and promoting eco- contributing to SDG 6 (Clean Water

F
USION’S operations and long- friendly modes of transportation. and Sanitation). Similarly, through our
term sustainability are deeply comprehensive plantation program
Furthermore, the provision of close
intertwined with Environmental, involving households in villages
to 9.70 Lakh inverter bulbs to rural Through transparency, we
Social, and Governance (ESG) aims to restore ecosystem sand
households has had a positive
considerations. We recognize that our increase green cover enhancing the communicate openly with
impact on both convenience and
activities can have a significant impact biodiversity.
the environment. These bulbs act as stakeholders.
on the environment and society.
reliable alternatives during sudden
Therefore, we have been adhering
to IFC’s Exclusion List prohibiting
power or grid failures, ensuring
that household tasks continue We prioritize the
activities that are inconsistent
with sustainable development
without disruption. By relying on
these energy-efficient bulbs, rural
well-being of
principles. Our unwavering action
is reflected in the development
communities are not only able to employees, engage
and adoption of an Environmental
minimize the inconvenience caused
by power outages but also reduce communities, and
& Social (E&S) Policy that guides
the processes and supports the
their dependence on conventional
sources of energy, thereby reducing
maintain ethical
existing system, upholding the
environmental stewardship and social
their carbon footprint. Additionally, relationships
responsibility. To ensure the effective
some people have re-purposed these
bulbs as lanterns for safe navigation with suppliers,
implementation of our E&S Policy, we
have established an Environmental
outside their homes during evening
hours, further promoting sustainable
demonstrating
and Social Management Framework
(ESMF) to manage environmental &
practices. responsible
social risks and opportunities across At Fusion, we recognize the
significance of actively participating
business conduct
all our operations.
By integrating our Environmental &
in social development and tackling for sustainable
Social Policy into our operations and
societal issues. To this end, we have
implemented robust Corporate Social growth.
adhering to IFC’s exclusion list, our
Responsibility (CSR) programs that
goal is to drive sustainable growth
are designed to create a positive

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Social
Performance
Management
Comprehensive MFI Grading (Code The company is an M2C1-grade Gold Standard from SPTF and Cerise SPI5 (Social Performance Indicators)
of Conduct Assessment & Company organization, demonstrating its high for Client Protection Principles Audit

R S
Grading) capacity to sustainably manage ECEIVED the ‘Gold’ level CORING 70% in SPI5

I
N the Code of Conduct Assessment its operations. The MFI Capacity certification in Client Protection audit is a testament of the
(CoCA), the Company achieved Assessment Grading evaluates Principles from Social company’s commitment to
a score of 97% and received a C1 the company’s capital adequacy, Performance Task Force (SPTF) and social responsibility and ethical
grade, reflecting its outstanding governance, management quality, Cerise. The certification demonstrates practices. The company was
compliance with the Code of and risk management systems to a strong commitment to maintaining assessed against seven dimensions
Conduct. M-CRIL conducted the determine its capacity. high standards of ethical conduct, of Universal Standards for Social
assessment, utilizing indicators such transparency, and fairness in all and Environmental Performance
as transparency, client protection, customer interactions. Management (USSEPM) and found
governance, recruitment, client Receiving the ‘Gold’ certification to be excellent in social strategy,
education, feedback, grievance means that the institution has leadership commitment, client-
redressal, and data sharing to evaluate demonstrated excellence in all centricity, client protection, and
the Company’s performance. areas of client protection, including human resources development.
preventing over-indebtedness, It indicates that the company has
transparent pricing, responsible prioritized the well-being of its clients,
COCA Dimension Scores ADDO scores making it a socially responsible and
pricing, appropriate collections
l Max l Obtained ethical financial institution. The
practices, ethical staff behaviour, and
audit was conducted by BNP Paribas
100%

SEN privacy of client data. It is a testament

98%

to the institution’s commitment to towards their commitment for social

and environmental performance.
96%

DSR 100% IEB putting its clients first and ensuring

100 %
87% that they receive fair and responsible
93%

financial services. It also signifies

TRP that the institution has established a
FGR 94% culture of continuous improvement
98%
and is committed to maintaining the
highest standards of client protection
94% in the future.
CLP
CLE 96% SPTF (Social Performance Task Force)
100% 97% and Cerise are two of the leading
organizations that evaluate and certify
REC GOV
financial institutions based on their
adherence to the Client Protection
Principles. The certification process
involves a rigorous evaluation of the
Approval

Documentation

Dissemination

Observance

institution’s policies, procedures, and

practices related to client protection.

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 Against
all Odds

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A
T Fusion, ESG principles are considered while making fundamental
strategic and operational choices. With increasing demand for FY 23: A snapshot
environmental and social change in the next few decades, we are

73,047 137 19
committed to creating a lasting social and environmental impact, that extends
far beyond our financial performance and wealth creation. By serving our
disadvantaged and marginalized stakeholders, we have embraced ESG as a
central part of our business model and demonstrated a genuine commitment
to sustainability and responsibility.
Beneficiaries Programs States & UTs
We are conscious of our “Green At Fusion we ensure that we cultivate
Footprint” and have taken proactive a company culture of integrity,
steps to achieve that. We have leading to positive performance and a
incorporated paperless operations sustainable business overall. We strive
through the deployment of cashless to increase the accountability of our

358
disbursement of loans to customers’ company to safeguard the interests

22 1,096
bank accounts, achieving a success of our employees and provide them
rate of 97%. Also, we have started with a safe working environment
digital on-boarding of clients through employee-friendly policies.
to contribute to environmental We demonstrate our commitment
sustainability. We have started to the principles of sustainable Aspirational Employee Media
offering bicycles to complement the growth and development by creating
product purchases by our customers, job opportunities for the youth, Districts Participation Coverage
in order to promote a pollution-free supporting the local workforce and
mode of transport. Our CSR team has generating employment through the
formulated digital literacy programs businesses financed by us.
to educate people about digital Our strategic social and environmental
payments.

12 299
plans helps us contribute to 8 out
We have consistently focused on of 17 UN sustainability goals. We,
environmental intervention programs further, practice sustainable finance
through our CSR initiatives such by conforming to the International
as sustainable farming, greening Finance Corporation’s (IFC) Exclusion
the forest area, protecting water List which is a part of the World Bank NGOs Govt/Key Official
sources in villages and curbing
menstrual waste. Meanwhile, the
Group to assess loan applications
from an Environmental and Social
involved participation
economic empowerment of women perspective.
entrepreneurs had a direct impact on
migration to urban/semi-urban areas
reducing the burden on infrastructure
and the environment.

We strictly do not fund businesses that could impact

society, community and environment adversely.

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Food Security

68% of families (avg 6 members) utilized

food packages for around 30 days.

Relief & Welfare 30 Days [68%] 15 Days [24%] More than a Month [8%]

F
LOODS are a recurrent phenomenon in India due to geographical factors
and every flood leaves rural areas helpless, causing huge loss of lives and
Relief Work
damage to livelihoods, property, infrastructure and public utilities.
PROJECT TESTIMONIAL
Climate change due to global of floods and anticipates that if the We have reached out to some of the PROJECT Name: SARITA
warming is a reality today and global temperature rises to 2 degrees victims to provide them with essential BENEFICIARY Location: Tarai Kshetra, Faizabad
according to a report by Marsh Celsius, 40% of the Indian population immediate needs. Relief packages
McLennan, around 33% of the world would face this risk. including food items, toiletries, and
population is threatened by flooding
in a 1.5-degree Celsius temperature
In FY 23, several Indian states
experienced massive flooding owing
household items were distributed
to 3,802 flood-affected households M Y name is Sarita and I live in Tarai Kshetra Faizabad. Recently, my family and
I faced a devastating flood that destroyed everything we owned. We were
left with no shelter, no food, and no hope. That was when Fusion came to our
rise scenario. The same report to incessant rains coupled with poor benefitting 15,208 people across 130
rescue. They organized flood relief work and distributed relief packages to the
mentions that at present, nearly 19% infrastructure. The lack of proper villages of Uttar Pradesh, Rajasthan,
affected families, ours being one of them. Thanks to Fusion, I received food
of the Indian population faces the risk drainage systems further aggravated Madhya Pradesh, Jharkhand and material, toiletries and essential items that were enough for my family for a
the problem. Odisha. month. I cannot express how grateful I am for their timely help.

15,208 17 5
SOURCE: https://www.business-standard.com/article/current-affairs/40-of-indians-face-flood-risk-if-temperature-rises-to-2-degrees-report-123031400972_1.html

Beneficiaries Programs States

Healthcare

W
OMEN from disadvantaged backgrounds comprise our clientele for
our microfinance business and we understand how vulnerable women
of these sections are to diseases and infections because of lack of
adequate basic healthcare facilities. Therefore, we have designed some of our CSR
programs to serve women and girls. Our initiatives include health camps, mobile
medical van, wheelchair distribution, and eye care programs for people in rural
India who do not have easy access to medical facilities.

Menstrual Hygiene Management include access to sanitary napkins, a healthy part of life and therefore
(MHM) awareness of menstruation, and we have created Project Garima -   a
Feelings of embarrassment and access to clean toilets with running menstrual hygiene management
impurity associated with menstruation water and disposal facilities. program through which we generate
are common amongst young girls. Lack of proper menstrual hygiene awareness and initiate Social and
Around 23 million girls in India management happens partially Behavioural Change Communication
drop out of school every year due because of cultural myths and (SBCC). The SBCC focuses on the
to inadequate menstrual hygiene discriminatory traditions that consider proper usage of sanitary napkins and
management (MHM) facilities that this natural phenomenon a taboo. hygienic absorbents by women and
We understand that menstruation is adolescent girls.

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MHM
Women in rural areas go through Under the project, we have educated information about menstrual
extreme struggles to manage their 11,200 adolescent girls and women physiology and hygiene. We have had PROJECT TESTIMONIAL
menstrual health which can affect on menstrual hygiene management 389 awareness sessions conducted PROJECT Name: JAGYANSENI NAIK
both their physical and mental health. and provided them with sanitary across 48 villages including 9 BENEFICIARY Location: Rangiguda village, Kalahandi
She is not only at risk of infection, but napkins in the Kalahandi district of indigenous areas.
also her education, self-esteem, and
confidence suffer immensely.
Odisha. In many villages, women
have incomplete and inaccurate Iam Jagyanseni Naik, a native of village Rangiguda, Bhawanipatna block.
I graduated recently, but despite my age, I was not fully aware of how to
maintain menstrual hygiene. Other girls of my age didn’t know much either.

11,200 48 Odisha
Fusion Micro Finance. has been providing sanitary napkins and holding
awareness sessions on topics like adolescent health, sanitary napkin use,
menstrual hygiene, and cleanliness. Prior to Project Garima, women, and
adolescent girls had very little information about how to manage their
menstrual hygiene. I can witness the difference that these awareness camps
have brought to our community. I have noticed women and girls implementing
Beneficiaries Villages State the knowledge that they have learned in the sessions, and taking care of their
personal hygiene. I want to thank Fusion for that.
Improved Awareness of MHM: 93% of beneficiaries Adoption of Sanitary Napkins: 37% increase in the usage
have shown improvement in their knowledge of MHM of pads among women
MHM
PROJECT TESTIMONIAL
Improved knowledge 45 %
Use Sanitary pads PROJECT Name: KALPANA DEI
of MHM [93%] Baseline Use old/new cloth STAKEHOLDER Govt. U.P.S School, Gokulsar, Kalahandi
55 %

No change in MHM
knowledge level [4%]
Midline 83%
M Y name is Kalpana Dei, and I’m from the Gokulsar village of Kesinga Block
in the Kalahandi region. For the past four months, Fusion Micro Finance
has held educational sessions in our school, teaching students about the use
First time receiving of sanitary napkins, hygiene, how to properly dispose off used pads, healthy
MHM knowledge [3%] 17% eating, government scheme and irregular periods. They have also given away
free sanitary napkins. The sanitary napkins are user-friendly and comfortable.
Girls would often skip school on the initial days of their menstruation as they did
Disposal method: 14% of beneficiaries are using safe disposal methods. However, due to a lack of proper sanitation not have safe means to manage themselves for an entire school day. After using
systems at suitable locations, 86% of beneficiaries dispose off sanitary napkins in open ground. the sanitary napkins, menstruation is no longer an obstacle for them; improved
attendance is a reflection of this change. We are thankful to Fusion for this much
support.

Open Dustbin / Incinerator

ground Ground pit at schools
[86%] [11%] [3%]

Health Camps We have been setting up health Through Fusion’s health camps,
We have organised Medical camps camps to improve public health and gynecologists, pediatricians, and
for the deprived population of the provide primary care to marginalized general physicians diagnoses people.
country who have no access to basic communities as we believe that the Check-ups and tests for blood
healthcare services or knowledge right to health is a fundamental right pressure, hemoglobin levels, and
about diseases they are suffering from of every individual. diabetes were also facilitated under
or how to prevent those. Health examinations and tests at the one roof.
These camps ensure that people get early stages of any illness can help it
proper healthcare at the right time cure faster and save a life before it can
and consult a doctor early enough, cause much damage. One can live a
before a small health problem turns longer and healthier life only when
into a serious health condition. the individual gets the right kind of
health check-up, screening, and the
requisite treatment.

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7,417 48 17 Mobile Medical Van Therefore a medical van initiative The majority of patients diagnosed in
Beneficiaries Programs States Traveling significant distances to was launched to provide free medical the medical van suffer from diabetes,
reach the nearest healthcare facility check-ups at the doorstep in 17 hypertension, cold, flu, arthritis, and
to seek a simple medical treatment or villages of Mansa, Punjab. 793 women, irritable bowel syndrome.

2,540 2,317 to get routine check-ups can be a real

burden for patients from far-off rural
locations.
770 men, 304 children, 383 senior
citizens were covered under this
program, and 200 diabetes tests were
Diabetes Tests Hemoglobin Tests done.

Impact Assessment: The sample size is 10% of the total beneficiaries that is 740 people out of 7,417 beneficiaries from
multiple states.

2,250 17 Punjab
42% of people came to know about their diabetic condition 47% of women consulted a gynecologist for the
and 49% of women were diagnosed with Anemia. first time in their lives.

Blood pressure 42%

53%
Diabetes 42% Beneficiaries Villages State
47%
Anemia 49 %

Health Camp
PROJECT TESTIMONIAL
PROJECT Name: AMIT PATEL
BENEFICIARY Location: Badaun, Uttar Pradesh

M Y name is Amit Patel from Badaun, Uttar Pradesh. I lost my job during the
COVID-19 lockdown. I was struggling to make ends meet and couldn’t afford
to visit a doctor for my health issues. That’s when I heard about the health camp
organized by Fusion.
At the health camp, I got to consult a general physician who listened to my
health concerns and provided me with the necessary medical attention. The
best part was that I got the medicines and treatment for free! I am extremely
grateful to Fusion for organizing such a wonderful health camp that benefited
people like me who couldn’t afford medical treatment.

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Wheelchair Distribution
Medical Van
PROJECT TESTIMONIAL
PROJECT TESTIMONIAL
PROJECT BENEFICIARY Name: PANGALI
PROJECT Name: BALJEET KAUR Location: Thandla, Madhya Pradesh
BENEFICIARY Village: Bhakora Kala, Mansa

M Y name is Pangali. I am from Thandla, Madhya Pradesh. Before receiving

a free wheelchair from Fusion, my life was only about challenges. I
V ISITING doctors and getting medicines was a constant challenge for us. But
thanks to Fusion Micro Finance, we now have a medical facility right outside
our door. We no longer need to travel for basic medications. What’s even better
had difficulty moving around, which made it a struggle to carry out daily
activities.
is that the medicines are free of cost. The doctor is supportive and many of But now, thanks to Fusion, I have a wheelchair that has changed my life.
us have been benefited from his treatment. We thank Fusion for this essential It has made it easier for me to move around and perform daily tasks. I no
support. longer rely on others for assistance, and I feel more independent than ever.
Mobility is a gift that people rarely appreciate. I am remove grateful to Fusion
for their generosity and support. They have made a significant impact on my
life, and I will always remember this experience. Thank you, Fusion!

Wheelchair Distribution of users and increase socio-economic help them experience independent
For people with disabilities, having well-being and participation in mobility, improve their self-confidence
access to mobility devices is a pre- community activities. Wheelchairs and livelihood possibilities. The
condition to living independently. were provided to specially abled wheelchairs have also been helpful in TESTIMONIAL
Fusion provides access to personal women, men, and children belonging their livelihood. MR DEVENDER AHLAWAT
mobility devices that not only increase to weaker sections of society to Assistant Sub Inspector - Haryana Police
mobility but also improve the health

8 4 Madhya For the unprivileged specially-abled people, Fusion Micro Finance heralded a new
beginning. Their initiative to provide wheelchair has offered them hope for a dignified life.

Pradesh With their new-found mobility, they can now be more independent, and can also look for
better employment. Fusion has indeed made their dream come true. I wish them all the best
Beneficiaries Villages State for their future.

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Project Ojas With Project Ojas, we have conducted People were also made aware of
In many parts of India, awareness of doorstep screening of cataracts, healthy eye care practices to avoid
vision correction and access to eye refractive errors, and other eye loss of eyesight.
care centres is very low. It is important ailments for the entire families. Lasik Ojas
to have one’s vision corrected as it can cataract surgeries were facilitated, and PROJECT TESTIMONIAL
greatly improve the quality of day-to- spectacles were provided to patients PROJECT Name: KRISHNA DEVI
day life. with refractive error and presbyopia. BENEFICIARY Village: Tripoliya, Bihar

1,456 2 Bihar & Uttar M Y name is Krishna Devi. I am a 55-year-old widow from Tripoliya village, Bihar.
I was facing trouble with my vision. However, I never discussed my visual

Pradesh
impairment with my sons, as it would have increased the financial burden on
them.
On January 2023, a door-to-door eye checkup was conducted by Fusion in our
People Screened Programs States community, where I was diagnosed with cataract in both eyes. Later that week,
I was taken to a nearby eye hospital in Patna City for a comprehensive eye
checkup by a senior Optometrist. The Optometrist thoroughly checked my eyes

40 90
and was advised for immediate surgery. All the services facilitated by Fusion.
I can’t express my gratitude for this life-changing experience. The surgery
process was smooth and painless. They made me feel comfortable, provided
me with all the necessary information and resources to ensure my recovery
was ensured my swift recovery. The impact of this surgery goes beyond just
Cataract Surgeries Spectacles Distribution improving my vision; it has given me the opportunity to live a more fulfilling life
and continue my farming, and for that, I am forever grateful.

Ojas
PROJECT TESTIMONIAL
PROJECT Name: LION ER. ASHOK KUMAR
STAKEHOLDER Designation: Secretary, Lions of Patna Service Trust

T he aim of our Trust is to address the growing problem of eye disease in

our community by offering a range of services including eye examination,
prescribing glasses and surgeries for more complex cases. We are the partner
hospital of Operation Eyesight, the implementing organization of Fusion’s eye
care initiative - Project Ojas. The project aimed to improve the quality of life
for those affected by refractive error and cataracts. Fusion supported 90 free
spectacles to refractive error patients and 35 free cataract surgeries to low-
income families through its program. Sri Sai Lions Netralaya (a unit of Lions
Trust) feels honoured to be a part of this project. We thank you for making a
difference in our community.

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W.A.S.H
(WATER, SANITATION & HYGIENE)

A
clean and safe environment is a basic human right. PROJECT TESTIMONIAL
Access to clean water, sanitation, and hygiene are
quintessential for a healthy and prosperous life. WASH Name: JADHUNAAT SINGH
School Principal Designation: Principal, GHS Raighati

As our country strives to develop into a $5 trillion economy by 2025, we realize that growth and development need to
be inclusive by including the most underprivileged. Therefore, we commit ourselves to meeting the basic WASH needs
of the rural masses in a few states. A S the principal of GHS Raighati, I am immensely grateful to Fusion for
installing a water purifier in our school. Our students now have access to safe
drinking water. They also did plantation in the school premise.
It has not only added beauty to our school but has also encouraged students to
understand the importance of a clean and green environment.
These programs have been truly beneficial for the well-being of the students. We
will always be grateful to Fusion for this initiative.

PROJECT TESTIMONIAL
WASH Name: SUNEET MALHOTRA
Technorbital - Designation: Senior Lead, Technorbital
Senior Lead

W E at Technorbital are extremely honored to support the socially significant

initiatives of Fusion Micro Finance. The sixth of the United Nations’ 17
Sustainable Development Goals is positively impacted by our significant
breakthrough, which makes water potable in one of the greenest ways.
Water is one of the most important and necessary resources that schools and
communities require, and Fusion has always attempted to ensure this becomes
a reality.
Fusion works on several SDGs, but we are glad to state that they have
always travelled those extra miles to conserve water and guarantee that the
communities have access to safe and healthy water. After all, water is not
something that only a privileged few are endowed with.
We thank Fusion for choosing us as a partner in this socially impactful endeavor.

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Waterwheel Distribution Program folks still lack that access. As on 19th to commute 1 to 4 km to the nearest
One of the primary differences May 2023, the Jal Jeevan Mission of water source to fetch water carrying
between rural and urban housing is the union government has succeeded heavy containers which had a long-
that much of the infrastructure that is in providing tap water connections term negative effect on their health.
often taken for granted by the urban to 61.85% of the rural households in The waterwheel has made their task
resident does not exist in the rural India. The remaining still suffer and we much easier. Beneficiaries can now
environment. decided to play our role in lessening easily bring up to 45 litres of water
Villagers and particularly women the hardships of these families. conveniently rolling it on the road
have to often travel far distances to Fusion has distributed waterwheels rather than carrying heavy containers
reach the source of water and then to 193 families from 41 villages of water. The containers can also
carry it back home. While we live in of Madhya Pradesh, Tamil Nadu, be used to store water in a hygienic
the comfort of easy water availability Chhattisgarh, and Bihar collectively manner to prevent contamination.
thanks to modern construction benefitting 772 people. Women and
methods, a large number of village children in those households used

772 6 4
Beneficiaries Programs States

193 41 Waterwheel
Distribution
PROJECT TESTIMONIAL
Households Villages PROJECT Name: GUDIYA DEVI
BENEFICIARY Village: Barwakoch, Bihar

Impact: 68% of families saved their time up to 2 hours per day after getting the waterwheel.
M Y name is Gudiya Devi, and I am a 23-year-old woman from Barwakoch.
I have a family with two small children for whom providing safe drinking
water has always been a struggle. I had to walk for hours to fetch clean drinking
water from a distant well carrying heavy pots of water on my head while holding
More than my children’s hands. It was exhausting and dangerous, but I had no other
17% options.
2 hours
However, my life changed when I received a waterwheel from Fusion. The
waterwheel made it so convenient to fetch water. I could easily push the
1 to 2 hours 68% container on the road and I no longer have to carry heavy water pots. This has
made my life so much easier, and I could spend more time taking care of my
children and doing other household chores. I am grateful to Fusion for making
such a significant impact on my life.
1 hour 15%

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Education
Water Purifier Installation government schools across India don’t due to water-borne diseases. More
According to the UN, one in three have drinking water facilities. often, diarrhea cases are contracted in
children worldwide does not have According to a UNICEF report, school schools.

E
access to clean drinking water while DUCATION is another basic need of rural India for developing
attendance in India decreases when We, at Fusion, strive to contribute
at school, which impacts both their themselves and improving their lives. We do acknowledge our
children are required to spend hours our part in alleviating this problem.
health and their ability to learn. The responsibility in contributing towards this goal by elevating and
collecting water. We have provided drinking water
UN SDGs include the attainment of empowering the underprivileged and under-served masses and
When children lack access to clean solutions to 5 govt. schools in India
access to safe and affordable drinking positioning them on the trajectory of self-sufficiency and growth.
water, it has an adverse impact on covering 1,203 students and teachers.
water for all by 2030 and yet, the Earlier, they were using hand-pumps
current level of global investment is their health, nutrition, education, and
every other aspect of their lives. One for drinking purposes which had
only about one-third of the finances around 300-350 TDS (Total Dissolved
needed to achieve this target. As of the major reasons for absenteeism Financial & Digital Literacy rural India so that we can contribute People of rural India have always
from schools in rural India is illness Solids) levels. to India’s ambition of becoming an been apprehensive about anything
per 2021 data, more than 42,000 Lack of basic financial knowledge
results in poor investments and economic superpower in the coming that is even remotely digital and find

1,203 5 Uttarakhand financial decisions. These skills years. Therefore, we took up various it hard to accept the recent trends
are vitally important; yet, many initiatives for financial literacy and that have made the digital medium
individuals lack this basic knowledge disseminating knowledge about of financial transactions so popular.
Beneficiaries Schools State and consequently are unable to meet government initiatives to the rural Understanding the need, we have
their daily expenses. Whenever there folks. implemented financial and digital
is a discussion about financial literacy, ‘Fusion Sahayata Kendra’ provided literacy programs in 44 districts of 14
the focus is on educated, urban support to 3,614 people to benefit states covering 10,507 beneficiaries.
people. from E-shram, Ayushman Bharat, Knowledge of financial management
Income certificates, Aadhaar and digital payments is being
At Fusion, we understand the imparted through the program.
importance of financial literacy in a correction, Kisan samman nidhi,
developing country like India, where Pension schemes along with support
the majority of the masses live in for bank account openings, and
applications for ATM cards.

REFERENCES:
https://www.thenews.com.pk/print/1038836-one-in-three-
schoolchildren-lacks-access-to-drinking-water

https://theswaddle.com/more-than-42000-schools-in-india-have-no-
drinkable-water-education-ministry/

https://www.unicef.org/india/what-we-do/clean-drinking-water

https://www.unicef.org/wash/water

https://www.sarvajal.com/adopt-school.php

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14,121 49 14
Beneficiaries Programs States Project Shiksha full potential and contribute to the gap between men and women.
Educating women help build a welfare of the nation. Educated 58 meritorious girl students from
progressive family, society, and and skilled women workforce can Odisha, Haryana are being supported
nation. An educated woman can participate in various economic to complete their graduation. They
help uplift so many lives. Therefore, activities that ultimately impact the received a scholarship amount of
Impact we must empower women by country’s economic growth and H12,000 each to continue their 2nd
building education and employment prosperity. year of graduation. Counseling and
opportunities for them, thereby Through our Project Shiksha, we aim mentoring sessions were organized

68 %
57 %
allowing them to live up to their to increase the level of literacy among for scholars. As an outcome of our
young girls to reduce the educational initiative, students have got an
average 63% marks in their first year of
graduation.
women keeping track women saved their
of their expenses as money in banks and
compared to 30% before
intervention.
1% in SHGs and the
remaining 43% kept their
58 3 Haryana
&
money at home. Odisha
Beneficiaries Programs States

41 %
women know how to use
62 %
people registered and
an ATM card as compared benefited from 11
to 21% in the baseline. government schemes.

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PROJECT TESTIMONIAL
SHIKSHA Parent: CHARAN SINGH
Parent Location: Rewari, Haryana
Student: Jyoti
Education: B.A. (2nd Year)
Stationery Distribution Program

I am Charan Singh, a daily wage labourer from Rewari, Haryana. I have four
children, and one of them is Jyoti, who is currently in her second year of
college. She is an excellent student, but our financial situation has made
Awareness programs were organized to sensitize the rural community about the importance of educating children,
followed by the distribution of school bags and stationery to underprivileged children in Tamil Nadu and Karnataka.
supporting her education challenging. Just then, the Project Shiksha scholarship

450 3 2 30
of Fusion Micro Finance presented an unforeseen opportunity for our family,
and Jyoti was selected as a recipient. The scholarship of INR 12,000 covered her
tuition fees, books, and other educational expenses, all of which have been a
significant relief. We are grateful to Project Shiksha for providing this financial
aid. My daughter can dream again, and we are proud of Jyoti’s achievements. Beneficiaries Programs States Employee Participation

PROJECT TESTIMONIAL
SHIKSHA
Student Student: Navneet Kaur
Location: Sirsa, Haryana
Education: B.A. (2nd Year)

D espite my upbringing in a financially challenged family, where my father

worked as a taxi driver, he consistently emphasized the importance
of education. Despite the obstacles we encountered, I maintained my
determination to pursue education and joined a B.A. program upon completing
my schooling. Yet, the expenses of college quickly became a cause for concern
for me and my parents.
Fortunately, a friend informed me about Fusion’s scholarship program. I received
the scholarship after fulfilled the criteria and personal interview. The news
that my exceptional academic performance had earned me this generous
scholarship filled me with excitement. The scholarship not only alleviated my
financial worries but also allowed me to concentrate more sincerely on my
academic ambitions.
I hold deep gratitude for the invaluable assistance provided by Fusion Micro
Finance. Without it, affording my education and realizing my aspirations might
have remained out of reach. I extend my heartfelt thanks to Fusion for making Stationery Distribution
my educational dreams a reality.
PROJECT TESTIMONIAL
PROJECT Name: MUTHULINGAM
PROJECT TESTIMONIAL BENEFICIARY Location: Athikaratti, Coonoor
FDLP Name: PRIYA SINGH
PROJECT
BENEFICIARY
Village: Jamui, Bihar
M Y name is Muthulingam, mother of Teena. Teena is a student of class 2 in
Government Elementary School- Athikaratti, Coonor. I have 2 daughters
studying in school, and my husband being a daily wage labourer finds it difficult
M Y name is Priya Singh, and I recently attended a financial literacy program
from Fusion. I’m from Jamui, Bihar, and before attending the sessions in the
program, I knew very little about budgeting and saving money. The session
to arrange the school essentials for both our daughters. Our daughters have
been always using the passed-down school stationaries and books of the
covered topics such as financial security from existing sources of income, neighbour’s children.
avoiding over-indebtedness, and investing. The program was quite interactive We are grateful for the new school supplies received from Fusion. When my
overall. daughter received a new school bag, her joy knew no bounds. As a mother, this
The program also taught me valuable lessons on managing finances and joy is all I want to see. She is now so motivated to go to school and learn. I hope
innovative methods to save money using one’s current income. I’m now more that Fusion will continue to lend a helping hand to needy people like us in the
confident in my ability to manage my money. I heartily thank and express future as well. Thank you!
earnest gratitude to Fusion for putting together such a beneficial program and
assisting me in securing my financial future. I feel independent now.

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CORPORATE SOCIAL RESPONSIBILITY

Livelihood

T
HE role of agriculture in India’s economic development continues to be of great importance
as it is one of the primary livelihood activities of the nation. It provides employment
opportunities to the rural agricultural as well as non-agricultural labourers.

Within agriculture, food grain because it is the farmers who bring to educate them on sustainable
production is, by and large, the major food to our tables. At Fusion, we farming techniques and the optimal
activity, covering about 80 per cent thought it was our responsibility to use of fertilizers.
of the cropped area in India and help these farmers in all ways, we Inspired by Fusion’s initiative, the
providing the main staple source of could and accordingly, we launched a Agriculture Department of Sagar
food. Food grains provide almost all number of initiatives. (Madhya Pradesh) supported 15 PROJECT TESTIMONIAL
the calories and proteins consumed As a long-term program, Project Beej, farmers with 75kg of pulses free of
by the rural poor and in addition, BEEJ Name: MAYANK RAJPUT
we have provided 50kg of high-quality cost. Along with that, 20 women were Agricultural Expert Location: Bijnor, Uttar Pradesh
provide the bulk of their employment fertilizers, urea, and a 5kg mixture of trained in mushroom farming and
and income.
Farming is the occupation for majority
of rural Indians. Though agriculture
sculpture & zinc to 100 farmers for the support was provided to households
2nd year of wheat farming in Bijnor
(Uttar Pradesh) and Sagar (Madhya
for mushroom cultivation at home.
The initiative has resulted in a total
Iam Mayak Rajput, an agriculture expert from AS Krishi Adhonik Company,
Bijnor. I feel grateful to be associated with Project Beej, a CSR initiative by
Fusion Micro Finance.
forms the backbone of the economy, Pradesh) to augment production. production of 436 kgs of button As a resident of Haldor Janpad, Uttar Pradesh, I am well aware of the challenges
farmers still face many problems that Workshops were organized for farmers mushrooms, generating an additional that farmers in the region face. Through Project Beej, I have been able to provide
not only affect them but everyone income of H63,320. timely knowledge about the latest farm technologies, optimum use of seeds
and fertilizers, and other important aspects of agriculture.
I am proud to say that farmers in the region have benefited greatly from the
Income of 68 farmers has increased by Overall, 35% increase in wheat production in the first year - knowledge and expertise shared through the program. It is truly fulfilling to see
more than 20% 31% increase in UP, and 37% in MP them adopt these best practices and improve their crop yields and income.
Average increase in yield (in Kg)
Working with Project Beej has been a meaningful experience for me. I have
More than 20% [68] Baseline been able to make a real difference in the lives of farmers in my community. I
Uttar 606
Midline am grateful for the opportunity to contribute to such a noble cause and I am
Pradesh confident that my work and Fusion’s efforts will continue to have a positive
16-20% [6] 792
impact in the years to come.

10-15% [14] 849

Madhya PROJECT TESTIMONIAL
Pradesh BEEJ Name: MANJU DEVI
1163
Upto 10% [12] Mushroom Farmer Village: Bijnor, Uttar Pradesh

Iam Manju Devi, a resident of Kishanpur Bhogan in Bijnor, Uttar Pradesh. I have

100 2
been associated with Fusion’s Project Beej program for the last two years.
Uttar Pradesh & Fusion supported me to start mushroom farming, a kind of activity that was

Madhya Pradesh
previously unknown to me and my community. They educated me and provided
the means to start mushroom farming. With their support, I have produced 150
Kg of mushrooms which have earned me a profit of around INR 30,000. I could
Beneficiaries Programs States now support my family in ways that were previously unthinkable.
Fusion’s close monitoring of my progress in mushroom farming has been
invaluable. They ensured that I succeed. I am honored to have had their constant
support and commitment for my success.

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TESTIMONIAL
SMT. AMARJEET KAUR

Environment
Assistant Municipal Commissioner, Haridwar

I T’S an honourable feat of Fusion Micro Finance to plant 1000 saplings in and around
Haridwar, and we are deeply touched by their efforts. Haridwar’s aesthetic value is now

I
enhanced in its public areas, and people can now enjoy a breath of fresh air! Fusion has all
N today’s world, our lifestyles are such that they cause much damage to nature, which makes
our best wishes as they continue their social and environmental activities.
environmental protection extremely important as it helps to ensure that vital natural resources
are available to us and our future generations, in the long term.

We have taken up several initiatives The intervention will improve air

for environmental conservation. quality, moderate the local climate Plantation
Plantation of 6,000 saplings was and maintain the delicate balance of
PROJECT TESTIMONIAL
done across four villages including 5 the ecosystem. The program has been
schools, 3 Aganwadis, and 2 Panchayat implemented in collaboration with PROJECT Name: BABITA DEVI
BENEFICIARY Village: Fatwa, Haridwar
offices and public areas of Haridwar the Nagar Nigam who is now ensuring
(Uttarakhand) covering a total stretch supervision to the planted saplings.
of 16 km that will collectively benefit
approx. 18,500 people. M Y name is Babita Devi, and I live in Fatwa Village. I am grateful to Fusion for
providing me saplings, which I have planted in my courtyard.
I have always wanted to plant fruit-bearing trees in my courtyard, but I never
had the resources or knowledge to do so. Fusion’s support has been invaluable
in fulfilling my wish, and I am thrilled to see the saplings grow every day.
I am grateful to Fusion for their support. It’s a revelation how planting saplings
can transform the atmosphere of the house.

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GoSports
PROJECT TESTIMONIAL

Sports
PROJECT Name: DEVANSHI
BENEFICIARY Profile: Sportsperson

M Y name is Devanshi Satija. I am an international Para Swimmer. Through

GoSports’ Para Champions Program, I have received intervention support
across physio sessions, mental conditioning sessions, and national and
Grant to GoSports Foundation international competitions throughout my journey, all of which have helped
me a lot in rehab and training. These efforts paid off when I won medals in the

A
CCORDING to the WHO, there is enough empirical evidence Para Swimming Nationals, 2022. Interacting with the Fusion Micro Finance team
showing that sports provide a wide range of physical, social, and sharing my experiences and achievements with them made me realize how
committed they are. I felt validated. I would like to express heartfelt thanks
and mental health benefits to people of all age groups
to the Para Champions Program and Fusion Micro Finance for their support in
including those with physical disabilities. It further helps in helping me reach this level in my sporting journey.
reducing addiction and violence and promoting social integration.
GoSports
Sports can potentially play a significant train four female athletes associated
role in a nation’s economic progress with GoSports Foundation. Aruna PROJECT TESTIMONIAL
and India is lagging behind in this. The Reddy in gymnastics, Devanshi Satija PROJECT Name: ARUNA REDDY
government has certain limitations to in para-swimming, Avantika Santosh BENEFICIARY Profile: Sportsperson
promote adequate development in Narale in athletics, and Namita Chandel
sports and therefore there’s room for
corporates to step in and improve the
in canoeing. These athletes have not
allowed cultural biases to come in the IAM Aruna Reddy, an International Gymnast. I had an ACL injury that threatened
to derail my career. Through the GoSports Foundation Rahul Dravid Athlete
Mentorship Programme, I was able to get the ACL surgery and tests done and
sports scenario in our country. way of their dreams and career. With
their consistent dedication, they have was able to get back on track. Their support was crucial; the track that began
Fusion has been supporting female receding returned to me and expelled all my fears. I would like to thank the
athletes strengthening their presence in established a promising career for
Rahul Dravid Athlete Mentorship Programme and Fusion Micro Finance for
sports and ensuing their representation themselves from the beginning and their continuous support in pursuing my dreams. I also had the opportunity to
in national and international sports have placed our nation on the world interact with the Fusion Micro Finance team members sharing my experiences
competition. This grant was used to map. with them. Without them, I wouldn’t be back on track.

Some of the recent key highlights Guwahati, 2022 in the 100-meter In C2 (5000M) at the 32nd National
are: butterfly, 100-meter freestyle, and Sprint Senior Men & Women, Bhopal,
l In the Table Vault competition at 50-meter freestyle events 2022, Namita took home the gold
the 50th FIG Artistic Gymnastics l Avantika won the Gold Medal at the medal.
World Championship, Aruna ranked 200M South Zone Inter University
eleventh Tournament held in Chennai, India
l Devanshi earned three gold during 2022
medals in the 22nd National Para
Swimming Championship in

Sports Activity
On Children’s Day, a sport activity was organized involving 300 students at the government senior secondary school
of Machhrauli village of Panipat, Haryana. It was the first time that the students got an opportunity to experience such
cultural activity. The winning team was awarded trophies.
REFERENCE:
https://thecsrjournal.in/csr-how-can-corporates-improve-the-sports-scenario-in-india/

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Directors’ Report
Dear Members,
The Board of Directors are pleased to present the 29th Annual
Report of your Company (“the Company” or “Fusion”) along with
the Audited Financial Statements, for the Financial Year ended
March 31, 2023 (“Financial Statements”).

1. FINANCIAL SUMMARY/STATE OF AFFAIRS During the current financial year, the Total Income from operations grew by 51.3% to C 1741.92 Cr which is mainly due to an increase in
the Asset Under Management (‘AUM’) of your Company and the Profit before tax grew by 20 times to C 511.98 Cr. The improvement in
The financial statements of the Company for the year ended March 31, 2023 have been prepared in accordance with Indian Accounting
the financial performance of your company is on account of business growth recorded during the year.
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 SEBI. 2. OPERATIONAL PERFORMANCE
The financial results of the Company for the financial year ended March 31, 2023 is summarized below Operational performance of the Company for the financial year ended March 31, 2023 is summarized below:
(C in millions unless otherwise stated)
Particulars FY March 31, 2023 FY March 31, 2022 Increase over %
Particulars For the year ended For the year ended FY –2022-23
March 31, 2023 March 31, 2022
Number of Branches 1,086 934 16.27%
Revenue from operations
Number of Members 35,28,107 27,23,449 29.55%
Interest Income 16,001.03 10643.19
Number of employees 10,363 8,716 18.90%
Fees and commission Income 195.81 13.86
Number of States 20 18 11.11%
Net gain on fair value changes 253.81 247.65
Amount Disbursed (C In Crore) 8,596 6,180 39.10%
Net gain on derecognition of financial instruments under amortized cost category 968.58 607.95
Gross Loan Portfolio (C In Crore) 9,296 6,786 36.99%
Total Revenue from operations 17,419.23 11512.65
Other Income 580.47 500.84 The Company attained business performance by reaching out Equity Shares aggregating to C 6,000.00 million (“Fresh Issue”)
Total Income 17,999.70 12013.49 to 35,28,107 active loan clients as on March 31, 2023 which has and an offer for sale of 13,695,466 Equity Shares aggregating to
grown from 27,23,449 as on March 31, 2022. The growth in active C 5039.93 million (“Offer for Sale”). The IPO oversubscribed by 2.95
Expenses
loan clients during the year was 29.55%. times (excluding Anchor Portion), even in volatile and difficult
Finance Costs 6,427.77 4959.64 market conditions.
Impairment on financial instruments 2,003.69 3686.93 The above was possible with excellent efforts of 10,363 employees
Employee benefits expenses 3,255.24 2330.66 of the Company as on March 31, 2023 which was 8,716 as on Consequently, the paid-up share capital of the Company increased
March 31, 2022, through 1086 Branches, across 20 states and from 84,326,388 equity shares of C 10/- each to 100,630,735 equity
Depreciation and amortization 74.05 53.71
398 districts in India. During the year under review, the Company shares of C 10/- each.
Other expenses 1,119.11 738.29 opened 154 new branches.
Total Expenses 12,879.86 11769.23 The Equity Shares of your Company were successfully listed on
The Company already has borrowing arrangement with large both BSE and NSE with effect from November 15, 2022.
Profit before tax 5,119.84 244.26
number of lenders and has started association with a few more
Tax Expense: institutions to diversify its sources of borrowing. During the year under review, the IPO proceeds were utilised as
Current Tax 1,106.06 129.77 per the objects stated in the prospectus of the Company and
3. LISTING OF EQUITY SHARES OF THE COMPANY ON pursuant to Regulation 32 of the SEBI Listing Regulations there
Deferred Tax 142.33 (103.06)
STOCK EXCHANGE(S). were no instances of deviation(s) or variation(s) in the utilization
Profit for the year 3,871.45 217.55 of proceeds as mentioned in the objects stated in the Prospectus
The Company made its Initial Public Offer (“IPO”) of 29,999,813
Other Comprehensive Income dated November 7, 2022, in respect of the Initial Public Offering
Equity Shares of face value of C 10 each (“Equity Shares”) of the
Items that will not be reclassified subsequently to profit or Loss Company for cash at a Price of C 368 per Equity Share (Including of the Company. The Company has obtained Monitoring Agency
a Share Premium of C 358 per Equity Share) aggregating to Reports from CARE Ratings Limited (“Monitoring Agency”) in
Re-measurement gains/(loss) on defined benefit plans 4.19 2.96
C 11,039.93 million (“Offer”), comprising a fresh issue of 16,304,347 terms of Regulation 41 of the Securities & Exchange Board of
Income tax effect (1.06) (0.74)
Total Other Comprehensive Income for the year 3.13 2.22
Total Comprehensive Income for the year 3,874.58 219.77

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Directors’ Report

India (Issue of Capital & Disclosure Requirements) Regulations, 8. DIVIDEND (“EGM”) of the Company held on February 16, 2023 had 16. CAPITAL ADEQUACY
2018, as amended from time to time, for the quarter ended re-appointed Ms. Namrata Kaul & Ms. Ratna Dharashree
The Board of Directors aims to grow the business of the The Capital Adequacy Ratio of the company was 27.94% as
December 31, 2022 and March 31, 2023, to monitor the utilisation Vishwanathan as Independent Directors of the Company
Company and enhance the rate of return on investments of the on March 31, 2023, as against the minimum capital adequacy
of IPO proceeds. w.e.f. February 18, 2023 for a period of five (5) years and May
shareholders. With a view to financing the long-term growth requirements of 15% by Reserve Bank of India (“RBI”).
24, 2023 for a period of three (3) years, respectively.
The Company has submitted the statement(s) and report as plans of the Company that require substantial resources despite
having sufficient distributable profits, the Board of Directors do 17. FAIR PRACTICE CODE
required under Regulation 32 of the SEBI Listing Regulations to c. Woman Director
both the exchanges where the shares of the Company are listed, not recommend any dividend for the year under review. The Company has in place a Fair Practice Code (FPC) approved
In terms of the provisions of Section 149 of the Companies
namely, National Stock Exchange of India Limited (“NSE”) and BSE by the Board in compliance with the guidelines issued by RBI,
The Dividend Distribution Policy is available on the website of the Act, 2013, and Regulation 17(1)(a) of the SEBI (LODR)
Limited (“BSE”) on timely basis. to ensure better service and provide necessary information to
Company at www.fusionmicrofinance.com Regulations 2015, the Company shall have at least one
customers to take informed decisions. The FPC is available on the
The Directors wish to place on record their gratitude for the Woman Director on the Board. Accordingly, the Company
9. TRANSFER OF UNCLAIMED DIVIDEND AND SHARES website of the Company at www.fusionmicrofinance.com.
trust, faith, and confidence reposed by the public, institutions, has Ms. Namrata Kaul & Ms. Ratna Dharashree Vishwanathan
TO INVESTOR EDUCATION AND PROTECTION FUND as Independent Woman Directors on the Board. 18. CUSTOMER GRIEVANCES
borrowers, and business partners in the Company even during
the challenging environment; thus making the IPO successful. In terms of Section 125 of the Act, unclaimed dividends are The Company has a dedicated Customer Grievance team for
d. Director retiring by rotation
The Directors also place on record their deep appreciation for required to be transferred to the Investors Education and receiving and handling customer complaints/ grievances and
the significant contribution and sincere efforts made in the IPO Protection Fund. There was no dividend declared in the last Seven Mr. Kenneth Dan Vander Weele (DIN: 02545813) shall retire
ensuring that the customers are treated fairly and without any
process by the Book Running Lead Managers, all legal counsels (7) years and year under review and hence, there is no requirement by rotation in terms of provisions of the Companies Act, 2013
bias at all times. All issues raised by the customers are dealt with
to the offer, Statutory Auditors of the Company, Registrar to of transferring the same to the Investors Education and Protection at the ensuing Annual General Meeting of the Company and
courtesy and redressed expeditiously.
the Offer, Advertising Agency, Syndicate Members, Monitoring Fund for the year under the review. being eligible offers himself for reappointment. The Board
Agency, Bankers to the Offer, Reserve Bank of India (RBI), Registrar recommends his reappointment. As stipulated under Reg 36 19. RESOURCE MOBILIZATION
10. SCALE BASED REGULATIONS (3) of the SEBI (LODR) Regulations 2015, a brief resume of Mr.
of Companies-New Delhi, Stock Exchanges, Management Team a) Term Loan / Sub debt /Refinance
and Employees of the Company. With reference to the RBI circular dated October 22, 2021 on Kenneth Dan Vander Weele proposed to be reappointed is
“Scale Based Regulation (SBR): A Revised Regulatory Framework given in notice of the 29th AGM of the Company. During FY’23, the Company diversified its sources of funds
4. CASH FLOW STATEMENT for NBFCs” (‘SBR Framework’), the NBFCs are categorised into four and raised a sum of C 5,015.00 Crore (Inclusive of Term Loan of
e. Key Managerial Personnel (KMP) C 4,915.00 Crore, and Refinance term loan of C 100.00 Crore).
The Cash Flow Statement for the year ended on March 31, 2023 layers, NBFC - Base Layer (NBFC-BL), NBFC - Middle Layer (NBFC-
prepared under the provisions of the Companies Act, 2013 ML), NBFC - Upper Layer (NBFC-UL) and NBFC - Top Layer (NBFC-TL) As per the provisions of the Act, Mr. Devesh Sachdev,
b) Secured / Unsecured Non-convertible debentures
(“the Act”) is attached as a part of the Financial Statements of based on their size, activity, and perceived riskiness. Accordingly, Managing Director & Chief Executive Officer, Mr. Gaurav
the company is categorised as an NBFC – Middle Layer (NBFC-ML) Maheshwari, Chief Financial Officer and Mr. Deepak Madaan, During FY’23, the Company raised the amount of C 180.00
the Company.
and is in compliance with the applicable regulations. Company Secretary & Chief Compliance Officer are the KMPs Crore by way of issuance of unsecured Non-Convertible
5. ANNUAL RETURN of the Company. Debentures and secured Non-Convertible Debentures.
11. NUMBER OF MEETINGS OF THE BOARD
Pursuant to sub-section (3)(a) of Section 134 and sub-section 14. DECLARATION OF INDEPENDENCE c) Direct Assignment
(3) of Section 92 of the Act, read with Rule 12 of the Companies During the Financial Year 2022-23, the Board met 9 (Nine) times
and details related to the board meetings of the Company are The Company has received declarations from all the Independent During FY’23, your Company raised resources to the extent
(Management and Administration) Rules, 2014, the copy of the
mentioned in the Corporate Governance Report annexed as Directors of the Company confirming that they meet the criteria of C 1226.44 Crore through Direct Assignment.
Annual Return as at March 31, 2023 is available on the website of
the company at www.fusionmicrofinance.com. “ANNEXURE -1”, which forms part of this report. The intervening of independence as prescribed under Section 149(6) of the Act
20. SHARE CAPITAL
gap between the Board Meetings was within the period prescribed and provisions of SEBI Listing Regulations and based on the
6. DEPOSITS under the Act and SEBI (Listing Obligations and Disclosure declarations received from the Independent directors, the Board The Issued and paid-up Equity Share Capital of the Company
Requirements) Regulations, 2015 (“SEBI Listing Regulations”). of directors are of the opinion that the directors have the requisite as on March 31, 2023, stood at C 1,006,307,350 (Rupees One
The Company is a non-deposit taking Non-Banking Financial
integrity, expertise and experience including the proficiency to be Hundred Crore Sixty Three Lakh Seven Thousand Three Hundred
Company – Micro Finance Institution (NBFC-MFI) and has not
12. CHANGE IN THE NATURE OF BUSINESS, IF ANY the independent directors of the Company. Fifty only) consisting of 100,630,735 (Ten Crore Six Lakh Thirty
accepted any public deposits within the ambit of Non-Banking
There was no change in the nature of business during the financial Thousand Seven Hundred Thirty Five) Equity Shares of C 10/- each
Financial Companies Acceptance of Public Deposits (Reserve 15. CREDIT RATING
year ended March 31, 2023. as compared to C 843,263,880 (Rupees Eighty Four Crores Thirty
Bank) Directions, 1998 or Section 73 of the Act read with
CARE Advisory Research and Training Ltd has assigned Grading Two Lakh Sixty Three Thousand Eight Hundred and Eighty only)
Companies (Acceptance of Deposits) Rules, 2014 further the
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL of “MFI 1”; CARE Rating Limited has assigned Rating of ‘A’ Outlook consisting of 84,326,388 (Eight Crore Forty Three Lakh Twenty
company continues to be a non-deposit taking Non-Banking
(KMP) Stable on the Long- Term Bank Facilities (amounting to C 1,500.00 Six Thousand Three Hundred Eighty Eight) Equity Shares of C 10/-
Financial Company in conformity with the guidelines of the RBI.
a. Changes in Directors and KMPs during the FY 2022-23 Cr) and on Non-Convertible Debentures. The Company has also each in the previous year ended March 31, 2022.
7. TRANSFER TO RESERVES been assigned rating as ‘A’ Outlook Stable by CRISIL on the Long-
There were no changes in the Directors and KMP(s) of the The Issued and Paid-up Equity Share Capital of the Company has
During the FY’ 23, your Company has transferred C 774.29 Million Term Bank Facilities (amounting to C 5,000.00 Cr) and rating of ‘A’
Company during the year under review. been increased in the FY ended March 31, 2023, on account of
to the statutory reserve pursuant to Section 45-IC of the Reserve Outlook Stable by ICRA on Non-Convertible Debentures.
Bank of India Act, 1934. b. Reappointment of Independent Directors
The shareholders in the Extra Ordinary General Meeting

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fresh issue and allotment of 16,304,347 Equity Shares of C 10/- 23. COMMITTEES DETAILS 26. PARTICULARS OF LOANS, GUARANTEES OR towards Interest Payment on ECB, IPO related Expenses &
each by way of Initial Public Offer (IPO).
As on March 31, 2023, the Company has 10 committees which INVESTMENTS other operating expenses.

21. NON CONVERTIBLE DEBENTURES govern and oversee different areas of the Company’s operations The Company, being an NBFC registered with the RBI and engaged 30. RISK MANAGEMENT
ensuring regular guidance and monitoring. in the business of giving loans in ordinary course of its business, is
During FY’ 23, the Company has raised the amount of C 35.00 exempt from complying with the provisions of section 186 of the Our Enterprise Risk Management (ERM) framework encompasses
Crore and C 145.00 Crore by way of issuance of unsecured Non- For further details, please refer to Corporate Governance Report, Act with respect to loans, guarantees and investments. practices relating to the identification, analysis, evaluation,
Convertible Debenture and secured Non-Convertible Debenture which forms part of Directors’ Report. treatment, mitigation, and monitoring of the Credit, Market,
respectively. The total fully redeemed amount of NCDs C 340.10 27. NOMINATION AND REMUNERATION POLICY liquidity, Operational, compliance risks to achieving our key
Crores. The outstanding NCDs including subordinated liabilities in 24. RELATED PARTY TRANSACTIONS business objectives. ERM at Fusion seeks to minimize the adverse
Pursuant to the provisions of Section 178 of the Act read with
form of NCDs as on March 31, 2023 was C 711.79 Crores. During the FY’ 23, there were no material related party transactions impact of these risks, thus enabling the Company to leverage
applicable rules thereunder, and Regulation 19 of SEBI (Listing
entered by the Company that were required to disclosed in form market opportunities effectively and enhance its long-term
22. EMPLOYEE STOCK OPTION SCHEME Obligations and Disclosure Requirements) Regulations, 2015 and
AOC-2. The details of the related party transactions are provided competitive advantage.
in accordance with the RBI master circulars, the Board of directors
To reward the employees for their association and performance in the notes to the Financial Statements. has approved the Nomination and Remuneration Policy (“NRC
as well as to motivate them to contribute to the growth and The Board of Directors of the Company has formed a Board Risk
Policy”) of the company. Management Committee (“BRMC”) to frame, implement, and
profitability of the Company, the Company has two (2) stock The policy on Related Party Transactions, as approved by
option plans namely Fusion Employee Stock Option Plan 2016 the Board, is displayed on the website of the Company i.e. monitor the enterprise risk management plan for the Company.
The NRC Policy is directed towards a structure that provides
(“ESOP 2016”) and Fusion Employee Stock Option Plan 2023 www.fusionmicrofinance.com. adequate rewards and compensation to the employees at all level. The BRMC is responsible for reviewing the enterprise risk
(“ESOP 2023”) as on March 31, 2023. This policy formulates the criteria for determining qualifications, management plan, ensuring its effectiveness, and verifying
25. AUDITOR’S AND AUDITORS’ REPORT
competencies, positive attributes and independence for the adherence to various risk parameters. The Company’s Enterprise
In terms of Regulation 12(1) of the SEBI (Share Based Employee STATUTORY AUDITOR appointment of a director (executive/non-executive) and also
Benefits and Sweat Equity) Regulations, 2021, as amended (“SEBI Risk Management strategy is based on clear understanding
Pursuant to the provisions of Section 139 of the Companies Act, the criteria for determining the remuneration of the directors, key of various risks, disciplined Enterprise risk assessment and
(SBEB & SE) Regulations”), no company shall make any fresh grant managerial personnel (KMPs) and other employees.
2013 read with rules made thereunder and RBI notification no. continuous monitoring. The BRMC reviews various risks with
which involves allotment of shares to its employees under any
DoS.CO.ARG/SEC.01/08.91.001/2021-22 dated April 27, 2021, which the organization is exposed including Credit Risk, Interest
Plans/ Plans formulated prior to its Initial Public Offering (“IPO”) The NRC Policy of the Company is available on our website at
M/s Deloitte Haskins and Sells, Chartered Accountants were Rate Risk, Liquidity Risk and Operational Risk. The development
and prior to the listing of its equity shares (‘Pre-IPO Plan/ Plan’) www.fusionmicrofinance.com.
appointed as Statutory Auditors of the Company to hold office and implementation of risk management policy has been covered
unless: (i) such Pre-IPO Plan/ Plan is in conformity with the SEBI
for a period of three years from the conclusion of the Twenty – 28. MATERIAL CHANGES AND COMMITMENTS in the Management Discussion and Analysis Report attached as
(SBEB & SE) Regulations; and (ii) Such Pre-IPO Plan/ Plan is ratified
Eight Annual General Meeting till the conclusion of the Thirty AFFECTING FINANCIAL POSITION BETWEEN THE END OF “ANNEXURE 3”.
by its shareholders subsequent to the IPO.
First Annual General Meeting of the Company to be held in the THE FINANCIAL YEAR AND DATE OF THE REPORT
Therefore, in accordance with the above provisions of the SEBI financial year 2025-26. 31. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Between the end of the financial year and date of the report,
(SBEB & SE) Regulations, the members of the company approved Your Company strives to meet its commitment towards the
The Auditors’ Reports for the financial year 2022-23 do not contain the company have allotted 3,93,150 equity shares to the Fusion
the ratification of Fusion Employee Stock Option Plan 2016 (“ESOP community by committing its resources and energies to social
any qualification or reservation or adverse remark. The Notes on Employees Benefit Trust, which resulted into increase of paid-up
2016”) by way of special resolution passed through Postal Ballot, development. The CSR Committee of your Company has
the Financial Statement referred to in the Auditors’ Report are self- capital of the company from 10,06,30,735 fully paid equity shares
only by remote e-voting process on March 26, 2023 in order to formulated a CSR Policy which describes the multiple lines around
explanatory and do not call for any further comments. having face value of C 10/- each, to 10,10,23,885 fully paid equity
align the same with SEBI (SBEB & SE) Regulations. which the CSR activities of the Company are positioned being
shares having face value of C 10/- each.
During the year, no incidence of fraud as defined under Section education and skills development, social and economic welfare,
In addition, the members approved the following: environmental sustainability and such other activities included in
143(12) of the Companies Act, 2013, which is required to be 29. CONSERVATION OF ENERGY & TECHNOLOGY
disclosed under Section 134(3) (ca) of the Companies Act, 2013, ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND Schedule VII of the Act as may be identified by the CSR Committee
(a) Institution of Fusion Employee Stock Option Plan 2023
has been reported by the Auditors to the Board of directors of OUTGO from time to time.
(“ESOP 2023”).
the Company. a. Information Relating to Conservation of Energy, The Policy is available on the website of the company at
(b) Winding up of Fusion Micro Finance Limited Employee Stock Technology Absorption
SECRETARIAL AUDITOR www.fusionmicrofinance.com.
Option Plan 2014, after transfer of remaining shares under
ESOP PAN 2014, if any, to ESOP PLAN 2023 The operations of our Company are not energy-intensive.
As required under Section 204 of the Act and the Rules made Further, the composition of the CSR Committee, terms of reference
The Company has, however, used information technology
thereunder, M/s. Harish Popli & Associates was appointed as the of the committee and the details of meetings attended by the
Both the schemes i.e. ESOP 2016 and ESOP 2023 are in compliance extensively in its operations and continuously invests in
Secretarial Auditor of the Company to conduct Secretarial Audit Committee members are provided in Corporate Governance
with SEBI (SBEB & SE) Regulations. energy-efficient office equipment at all office locations.
of the Company for the Financial Year ended March 31, 2023. Report attached as “ANNEXURE 1”.
Further, a statement giving complete details, as at 31 March 2023, b. Foreign Exchange Earnings and Outgo
The Secretarial Audit Report for Financial Year ended on March The Annual Report on the CSR activities for the financial year 2022-
under regulation 14 of the SEBI (SBEB & SE) Regulations, is available There have not been any foreign exchange inflow Million)
31, 2023 does not contain any qualification, reservation, adverse 23 containing salient features of CSR Policy and other relevant
on the website of the Company at www.fusionmicrofinance.com. while outgo during the year under review is C 118.23 Million
remark or disclaimer and forming the part of Board Report as details is attached as “ANNEXURE 4” to this Report.
“Annexure – 2”.

66 1 CORPORATE 62 MANAGEMENT 136 FINANCIAL

67
FUSION MICRO FINANCE LIMITED AGAINST
ANNUAL REPORT 2022-23 ALL ODDS OVERVIEW REPORTS REPORTS
Directors’ Report

32. BUSINESS RESPONSIBILITY & SUSTAINABILITY 35. AUDIT CÕMMITTEE implemented a robust system and framework of Internal Financial contribute to superior long-term performance of organisations.
REPORT The Company has an Audit Committee constituted in accordance
Controls. This provides the Directors with reasonable assurance Corporate Governance requires everyone to raise their level
regarding the adequacy and operating effectiveness of controls of competency and capability to meet the expectations in
The Business Responsibility & Sustainability Report for the year with the provisions of Section 177 of the Companies Act, 2013,
with regards to reporting, operational and compliance risks. managing the enterprise and its resources optimally with prudent
under review has been annexed as “ANNEXURE 5” to this Report. RBI Guidelines and Regulation 18 of SEBI (Listing Obligations and
The Company has devised appropriate systems and framework ethical standards.
Disclosure Requirements) Regulations, 2015, as amended. The
33. PERFORMANCE EVALUATION OF THE BOARD, ITS including proper delegation of authority, policies and procedures,
composition of the Audit Committee and the details of meetings The Company’s corporate governance framework ensures that
COMMITTEES AND INDIVIDUAL DIRECTORS effective IT systems aligned to business requirements, risk
attended by the Committee members are provided in Corporate it is aligned to good corporate governance philosophy and that
based internal audits, risk management framework and whistle
In compliance with the Companies Act, 2013, and Securities Governance Report attached as “ANNEXURE 1”. timely disclosures are made and accurate information regarding
blower mechanism. The Company had already developed and
and Exchange Board of India (Listing Obligations and Disclosure the financials and performance is shared, as well as the leadership
36. CODE OF CONDUCT FOR INSIDER TRADING implemented a framework for ensuring internal controls over
Requirements, Regulations, 2015, an annual performance and governance of the Company. The Company has an adequate
financial reporting. During the year, controls were tested and
evaluation for the FY 2022-23 has been carried out to assess the The Company has duly formulated and adopted the Code of system of control in place to ensure that the executive decisions
no reportable material weakness in design and effectiveness
performance of the Board as a whole, Committees of the Board, Conduct for Prohibition of Insider Trading in accordance with SEBI taken should result in optimum growth and development which
was observed.
the Individual Directors both Executive and Non-Executive (Prohibition of Insider Trading) Regulations, 2015. The objective benefits all the stakeholders.
including the Independent Directors. The evaluation was done of this Code is to regulate, monitor and report the trading in the The Internal Audit team monitors and evaluates the efficacy
using individual questionnaires. As part of the evaluation process, Company’s shares by the designated persons of the Company. and adequacy of internal control systems in the Company, its A detailed report on the Company’s commitment at adopting good
the performance evaluation of Board as a whole was done by The Code of Conduct for Prohibition of Insider Trading is available compliance with operating systems, accounting procedures and Corporate Governance Practices is enclosed as “ANNEXURE 1”.
the Directors of the Board. The performance evaluation of the on the website of the Company at www.fusionmicrofinance.com. policies at all locations of the Company. Based on the report of
Promoter Director, Nominee Directors and Non-Independent 43. MANAGERIAL REMUNERATION
internal audit function, process owners undertake corrective
directors was done by every other Director. The performance 37. RBI OMBUDSMAN In terms of the provisions of Section 197(12) of the Act read
action(s) in their respective area(s) and thereby strengthen the
evaluation of the Independent Directors was done by the Board The company has a dedicated team which deals with the concerns controls. Significant audit observations and corrective action(s) with Rule 5 of the Companies (Appointment and Remuneration
excluding the Director being evaluated. The Directors expressed or complaints raised by the customers. Further, in accordance thereon are presented to the Audit Committee. of Managerial Personnel) Rules, 2014, including any statutory
satisfaction with the evaluation process. with the RBI Circular dated November 15, 2021 on “Appointment modification(s) thereof for the time being in force, the details
of Internal Ombudsman by Non-Banking Financial Companies The Audit Committee reviews the reports submitted by of remuneration etc. of Directors, Key Managerial Personnel
34. VIGIL MECHANISM/WHISTLE BLOWER POLICY (NBFCs)” the Company has an Internal Ombudsman (IO) being the the Internal Auditors in each of its meeting. Also, the Audit and employees covered under the said Rules is attached as
The Vigil Mechanism system/Whistle Blower Policy has been apex of the grievance redressal mechanism of the Company. The Committee at frequent intervals has independent sessions with “ANNEXURE 6” which forms part of this report.
established with a view to provide a tool to directors and IO deals with the complaints of its customers which are partly or the management to discuss the adequacy and effectiveness of
employees of the Company to report to the management genuine wholly rejected by the Company. internal financial controls. 44. DIRECTORS’ RESPONSIBILITY STATEMENT
concerns including unethical behavior, actual or suspected fraud. Pursuant to Section 134(3)(c) of the Act the Directors of the
The Policy provides adequate safeguards against victimization In addition, the Company has a system of periodic reporting of 41. PREVENTION OF SEXUAL HARASSMENT AT
Company hereby state and confirm that:
of director(s)/employee(s) who avail of the mechanism. The the information to RBI as per the prescribed guidelines. WORKPLACE
Company has not received any reference under the said policy As per requirements of Sexual Harassment of Women at Workplace a. In the preparation of the annual financial statements for
38. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE the year ended March 31, 2023, the applicable accounting
during the year. (Prevention, Prohibition & Redressal) Act, 2013, your Company has
COMPANIES standards have been followed along with proper
a policy and framework for employees to report sexual harassment
The Company has formulated a codified Vigil Mechanism System/ The Company has no subsidiary/joint venture/ associate company cases at workplace and our process ensures complete anonymity explanations relating to material departures, if any;
Whistle-Blower Policy incorporating the provisions relating to and hence consolidation and the provisions relating to the same and confidentiality of information. Adequate workshops and
Vigil Mechanism in terms of Section 177 of the Companies Act, under the Companies Act, 2013 and rules made thereunder are b. The directors had selected such accounting policies and
awareness programmes against sexual harassment are conducted
2013 and Regulation 22 of SEBI Listing Regulations, 2015, in not applicable to the Company. applied them consistently and made judgments and
across the organization.
order to encourage Directors and Employees of the Company to estimates that are reasonable and prudent so as to give a
escalate to the level of the Audit Committee any issue or concerns 39. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE Further, the Company has the Internal Complaint Committee in true and fair view of the state of affairs of the Company as
impacting and compromising with the interest of your Company REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE place as per the requirement of Sexual Harassment of Women at March 31, 2023 and of the profits of the Company for year
and its stakeholders in any way. The Company is committed to GOING CONCERN STATUS AND COMPANY’S OPERATIONS at Workplace (Prevention, Prohibition & Redressal) Act, 2013 to ended on that date;
adhere to highest possible standards of ethical, moral and legal IN FUTURE address the sexual harassment cases. However, no complaints
c. The Directors had taken proper and sufficient care for the
business conduct and to open communication and to provide During the FY’ 23, there are no such orders passed by the were received during the period under review.
maintenance of adequate accounting records in accordance
necessary safeguards for protection of employees from reprisals or regulators/courts/ tribunals impacting the going concern status
42. CORPORATE GOVERNANCE with the provisions of this Act for safeguarding the assets of
victimisation, for whistle blowing in good faith. The Company has and the Company’s operations in future. the company and for preventing and detecting fraud and
not received any reference under the said policy during the year. Corporate governance is the system of rules, practices and
other irregularities;
40. INTERNAL FINANCIAL CONTROLS processes by which a company is directed and controlled.
The said Policy is available on the Company’s website at Corporate governance essentially involves balancing the interests
As per Section 134(5)(e) of the Companies Act, 2013, the Directors d. The Directors had prepared the annual accounts on a going
www.fusionmicrofinance.com. of a company’s stakeholders and the community at large. Sound
have an overall responsibility for ensuring that the Company has concern basis;
governance practices and responsible corporate behavior

68 1 CORPORATE 62 MANAGEMENT 136 FINANCIAL

69
FUSION MICRO FINANCE LIMITED AGAINST
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Directors’ Report

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

C in Millions unless otherwise stated

- 478.22 244.47
- 595.25 250.00
-
-
-

91.30
91.30
-
-
-
-
50.39
- 641.51
-
3.89
0.03

3.75
2021-
adequate and were operating effectively.

22
Total
f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems

-
-
-

91.30 105.30
91.30 105.30
-
-
66.26
-
65.43

-
4.40
0.23

-
2022-
23
were adequate and operating effectively.

-
-
-

-
-
-
-
-
-

-
-

-
45. RBI GUIDELINES

2021-
Gratuity Trust

22
The Company is registered with the Reserve Bank of India as a NBFC within the provisions of the NBFC (Reserve Bank of India) Directions,

-
-
-
-
-

- 105.30
- 105.30
-
-
-
-
-
-

-
-

-
1998. The Company continues to comply with all the requirements prescribed by the Reserve Bank of India as applicable to it, from

2022-
23
time to time.

- 478.22 244.47
- 595.25 250.00
-
-
-

-
-
-
-
-
-

-
-

3.75
46. DISCLOSURE IN ACCORDANCE WITH REGULATION 30A OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE

2021-
Entities under

Controlling

22
Common

Interest
REQUIREMENTS) REGULATIONS, 2015

-
-
-

-
-
-
-
66.26
-
-
-

-
-

-
2022-
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

23
Regulation 30A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, in
the FY’2023.

-
-
-

-
-
-
-
-
-
-
-

3.89
0.03

-
2021-
22
Directors
47. Additional Disclosure in term of RBI Circular RBI/2022-23/26 DOR.ACC.REC.No.20/21.04.018/2022-23 dated April

The company does not have unhedged foreign currency exposure as on March 31, 2023 (March 31, 2022 : NIL)
19, 2022

-
-
-
-
-

-
-
-
-
-
-
-
-

4.40
0.23

-
2022-
23
A) Exposure

-
-
-
-
-

-
-
-
-
-
-
50.39
- 641.51

-
-

-
1) Exposure to real estate sector

2021-
Management

22
Personnel
The Company does not have any exposure to real estate sector as on March 31, 2023 (March 31, 2022 : Nil)

Key

-
-
-
-
-

-
-
-
-
-
-
65.43

-
-

-
2022-
23
2) Exposure to capital market
The Company does not have any exposure to capital market as on March 31, 2023 (March 31, 2022 : Nil)

-
-
-
-
-

-
-
-
-
-
-
-
-

-
-

-
2021-
Joint ventures
Associates/

22
3) Sectoral Exposure #

-
-
-
-
C in Millions unless otherwise stated

-
-
-
-
-
-
-
-

-
-

-
2022-
23
Sectors As at March 31, 2023 As at March 31, 2022

-
-
-
-
-

-
-
-
-
-
-
-
-

-
-

-
Total Exposure Gross % of Gross Total Exposure Gross % of Gross

2021-
Subsidiaries

22
(includes on NPAs NPAs (includes on NPAs NPAs
balance sheet and to total balance sheet and to total

-
-
-
-
-

-
off balance sheet exposure in off balance sheet exposure in

-
-
-
-
-
-
-

-
-

-
2022-
23
exposure) that Sector exposure) that Sector
1. Agriculture & Allied Activities 74,601.24 1,930.36 2.59% 52,004.12 1,953.18 3.76%

-
-
-
-
-

-
-
-
-
-
-
-
-

-
-

-
2021-
ownership or
2. Industry

22
control)
(as per
Parent
i) Product Manufacturers 7,907.42 407.75 5.16% 7,490.57 642.15 8.57%

-
-
-
-
-

-
-
-
-
-
-
-
-

-
-

-
2022-
Total 7,907.42 407.75 5.16% 7,490.57 642.15 8.57%

23
5) Unhedged foreign currency exposure
3. Service

Amount received for partly-paid shares

i) Others (Micro activities & essential services) 3,126.54 182.72 5.84% 3,493.23 317.62 9.09%
Total 3,126.54 182.72 5.84% 3,493.23 317.62 9.09%

Reimbursement of travelling
Outstanding at the year end
B) Related Party Disclosure

Purchase of fixed/other assets

4. Personal Loans

Maximum during the year

Maximum during the year

Balance at the year end
i) Other Loans for Business Purposes 7,326.98 205.70 2.81% 4,871.78 232.76 4.78%

Sale of fixed/other assets

Loan Processing Fees

Placement of deposits
Total 7,326.98 205.70 2.81% 4,871.78 232.76 4.78%

Interest received
5. Others, if any (please specify) - - - - - -

Sitting Fees
Remuneration
Investments :
Borrowings :

Interest paid

expenses
Particulars
# This disclosure is prepared based on the principal outstanding as at reporting date.

Advances
Deposits

Others :
4) Intra-group exposures
The company does not have intra-group exposure as on March 31, 2023 (March 31, 2022 : Nil)

70 1 CORPORATE 62 MANAGEMENT 136 FINANCIAL

71
FUSION MICRO FINANCE LIMITED AGAINST
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Directors’ Report

C) Disclosure of Complaints 48. LISTING

1) Summary Information on complaints received from the customers and from the office of ombudsman Some series of NCD’s issued by the Company are listed on BSE Limited (“BSE”). Further, the equity shares of the Company are also listed
on BSE & NSE. The listing fees to BSE & NSE for the financial year 2023-24 has been duly paid.
S. Particulars For the year For the year
No. ended March ended March 49. MAINTENANCE OF COST RECORDS
31, 2023 31, 2022
A) Complaint received from Customers The provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 relating to Cost
1 No. of Complaints pending at the beginning of the year 21 14 Audit and maintaining cost audit records is not applicable to the Company.
2 No. of Complaints received during the year 1886 1214
50. SECRETARIAL STANDARDS
3 No. of Complaints disposed during the year 1846 1207
3.1 out of 3, no. of complaints rejected by the company 126 119 The Company has duly complied with the applicable provisions of Secretarial Standard – 1 on meetings of Board of Directors and
4 No. of Complaints pending at the end of the year 61 21 Secretarial Standard–2 on General Meetings issued by the Institute of Company Secretaries of India (“ICSI”).
B) Maintainable Complaint received from the office of ombudsman 51. INSOLVENCY PROCEEDINGS
1 No. of maintainable received by the company from the office of ombudsman 20 Nil
1.1 of which, no. of complaints resolved in the favor of company 20 Nil There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.
1.2 of which, no. of complaints resolved through conciliation/ mediation/ advisories Nil Nil 52. The Company has not entered into one time settlement with any of the banks or financial institutions.
issued by the office of ombudsman
1.3 of which, no. of complaints resolved after passing awards by the office of ombudsman Nil Nil 53. CAUTIONARY STATEMENT
against company
Statements in the Board’s Report and the Management Discussion & Analysis describing the Company’s objectives, expectations or
2 No. of Awards unimplemented within stipulated time (other than those appealed) Nil Nil
forecasts may be forward looking within the meaning of applicable Laws and Regulations. Actual results may differ materially from
2) Top five grounds of complaints received from the customer 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
S. Ground of Complaints No. of No. of % increase/ No. of No. of factors such as litigation and industrial relations.
No. Complaints Complaints (decrease) in no. Complaints Complaints
pending at the received during of Complaint pending at the pending 54. ACKNOWLEDGEMENTS
beginning of the year received from end of the year beyond 30 Days
the year previous year Your 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
For the year ended 31 March, 2023
Company. Your Directors also place on record their sincere appreciation of the commitment and hard work put in by the Management
1 Contact Details rectification 1 876 87.18% 11 Nil
and the employees of the Company and thank them for yet another excellent year. Their dedication and competence have ensured that
2 Loan & Advances 11 514 48.99% 37 7 the Company continues to be a significant player in the Micro finance industry.
3 Insurance 4 308 30.51% 6 Nil
For and on behalf of the Board of Directors
4 Staff Behaviour 1 63 18.87% 4 Nil
5 Credit Bureau related 4 56 -16.42% 2 Nil For and on behalf of the Board of Directors
For the year ended 31 March, 2022
Sd/- Sd/-
1 Contact Details rectification 0 468 721.05% 1 Nil
Devesh Sachdev Ratna Dharashree Vishwanathan
2 Loan & Advances 12 345 18.56% 11 1
(MD & CEO) (Director)
3 Insurance 0 236 -25.08% 4 Nil DIN: 02547111 DIN: 07278291
4 Staff Behaviour 1 53 8.16% 1 Nil Place: Gurugram
5 Credit Bureau related 1 67 116.13% 4 Nil Dated: August 02, 2023

D) Breach of Covenant
There was no breach of covenant of loans availed or debt securities issued by the company as on March 31, 2023. (March 31, 2022 : Nil)

E) Divergence in Asset Classification and Provisioning

There was no instances of divergence in Assets Classification and Provisioning norms identified by RBI for the year ended March 31,
2023. (March 31, 2022 : Nil)

72 1 CORPORATE 62 MANAGEMENT 136 FINANCIAL

73
FUSION MICRO FINANCE LIMITED AGAINST
ANNUAL REPORT 2022-23 ALL ODDS OVERVIEW REPORTS REPORTS
Corporate Governance Report

ANNEXURE 1 Name of Director Category Designation Whether No of other *No. of committees in Particulars of
Corporate Governance Report and Director
identification
of
Directors
last AGM
attended
Companies
in which
which director is Equity Listed Entity
Directorship
number he/she is Member Chairman
COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE A detailed report on the Company’s commitment at adopting Director /Chairperson
good Corporate Governance Practices is shared below - Ms. Namrata Kaul Non- Independent Yes 10 9 4 1. Havells India Limited –
Effective corporate governance practices constitute the strong
foundation on which successful commercial enterprises are built DIN: 00994532 Executive Director Independent Director
BOARD OF DIRECTORS :
to last. The Company’s philosophy on corporate governance 2. Schneider Electric
The Corporate Governance framework of the Company is based Infrastructure Limited
oversees business strategies and ensures fiscal accountability, – Independent
ethical corporate behaviour and fairness to all stakeholders on an effective Board with Independent Directors, separation of
Director
comprising regulators, employees, customers, vendors, investors the Board’s supervisory role from the executive management
3. Prime Securities
and the society at large. team and constitution of the Board Committees for various Limited –
functions including those as required under the law. We believe Independent Director
This report outlines compliance with requirements of the that an active and well-informed Board is necessary to ensure the Mr. Pankaj Vaish Non- Independent No 4 6 - 1. 360 One Wam Limited
Companies Act, 2013, as amended (the ‘Act’), the applicable highest standards of Corporate Governance. DIN: 00367424 Executive Director – Independent
SEBI Regulations and the RBI Regulations applicable on the Director
Non–Banking Financial Companies (the ‘NBFC Regulations’). The The composition of the Board of Directors of the Company is 2. Krishna Institute
Company’s corporate governance philosophy has been further in conformity with Regulations 17 of Securities and Exchange of Medical
Board of India (Listing Obligations and Disclosure Requirements) Sciences Limited –
strengthened through the Code of Conduct for Prevention of Independent Director
Insider Trading and the Code of Conduct for the Board of Directors Regulations, 2015 (“Listing Regulations”), which stipulates that
3. Xchanging Solutions
and the Senior Management of the Company. the Board should have an optimum combination of executive and Limited
non-executive directors.
Mr. Kenneth Dan Non- Nominee No - - - Nil
The Company believes that Corporate Governance is a tool to Vander Weele Executive Director
generate long term wealth and create values for all its stakeholders. In terms of the provisions of Schedule V of the Listing Regulations,
M/s. Harish Popli & Associates, Company Secretaries has issued DIN: 02545813 on behalf
The Company follows highest standards of Corporate Governance of Creation
Practices which are driven by timely disclosures, transparent a certificate confirming that none of the directors on the Board Investments
corporate policies and high levels of integrity in decision making. of the Company have been debarred or disqualified from being
Mr. Narendra Ostawal Non- Nominee No 6 5 - 1. Computer Age
Over the years, we have strengthened governance practices. appointed or continuing as directors of companies by the Board/ Executive Director Management Service
DIN: 06530414
Ministry of Corporate Affairs or any such statutory authority. The on behalf of Limited – Nominee
said certificate is enclosed with this section. Honey Rose Director
Investment Ltd 2. Home First Finance
The Board composition as on March 31, 2023 is as follow: Company India
Limited - Nominee
Name of Director Category Designation Whether No of other *No. of committees in Particulars of Director
and Director of last AGM Companies which director is Equity Listed Entity *The membership/chairmanship of Audit Committee & Stakeholders Relationship Committee in listed entity including company is being considered.
identification Directors attended in which Directorship
number he/she is Member Chairman
Director /Chairperson FIT AND PROPER CRITERIA
Mr. Devesh Sachdev Promoter Managing Yes 1 1 - Nil All the Directors of the Company have confirmed that they satisfy the fit and proper criteria of Directors at the time of their appointment/
DIN: 02547111 and Director & CEO re-appointment and on a continuous basis as prescribed under the RBI Master Directions.
Executive
Ms. Ratna Dharashree Non- Independent Yes 5 4 3 1. Moneyboxx Finance INTER-SE RELATIONSHIP AMONG DIRECTORS
Vishwanathan Executive Director Limited– Independent There are no inter-se relationships between the Board of Directors of the Company and none of the Non-Executive Directors holds any
Director
DIN: 07278291 equity shares or convertible instruments of the Company, except Ms. Namrata Kaul (DIN: 00994532) who holds 3000 equity shares as
2. Dilip Buildcon
Limited– Independent
joint holder, during the financial year ended March 31, 2023.
Director
Further, Mr. Devesh Sachdev, Executive Director-MD & CEO holds 49,02,414 equity shares of the company as on March 31, 2023.

KEY QUALIFICATION, EXPERTISE AND ATTRIBUTES OF BOARD

The Executive, Non-Executive and Independent Directors are eminent professionals, drawn from amongst persons with expertise in
business, finance, law, marketing and other key functional areas and play a critical role in enhancing balance to the Board processes
besides providing the Board with valuable inputs. The Board represents an optimal mix of professionalism, knowledge and experience.
The skills/ expertise / competence of Board of directors identified by the Board as required in the context of business of the Company
are given below:

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Skill and Expertise Mr. Devesh Mr. Kenneth Mr. Ms. Ratna Ms. Mr. Panjak DETAILED REASONS FOR RESIGNATION AND RE-APPOINTMENT OF INDEPENDENT DIRECTORS:
Sachdev Dan Vander Narendra Dharashree Namrata Vaish Resignation:
Weele Ostawal Vishwanathan Kaul
None of the Independent Directors have resigned from the company, during the financial year ended March 31, 2023.
Banking Operations    
Audit & Financial Statements       Re-appointment:
Financing      The shareholders in the Extra Ordinary General Meeting (“EGM”) of the Company held on February 16, 2023 had re-appointed Ms.
Investment     Namrata Kaul & Ms. Ratna Dharashree Vishwanathan as the Independent Directors of the Company w.e.f. February 18, 2023 for a period
of five (5) years and May 24, 2023 for a period of three (3) years respectively.
Risk Management   
Entrepreneurship    FAMILIARIZATION PROGRAMME :
Micro-Finance     With a view to familiarize the Independent Directors as required under the Listing Regulations, the Company has held familiarization
Management       programme for the Independent Directors.
Information Technology     The details of familiarization program are available on the Company’s website and can be accessed at https://fusionmicrofinance.com/
Human Resource Development    familiarization-programme-for-independent-directors/

DECLARATION BY INDEPENDENT DIRECTORS COMMITTEES OF BOARD:

During the year under review, all Independent Directors have confirmed and submitted declaration to the effect that they meet the The Company, as on March 31, 2023 had Ten committees; Audit Committee, Nomination and Remuneration Committee, Corporate
criteria of independence as laid down under Companies Act, 2013 (“Act”) & in Listing Regulations and the same was taken on records Social Responsibility Committee, Asset Liability Management Committee, Board Risk Management Committee, Working Committee,
after undertaking due assessment of the veracity. Debenture Committee, Information Technology Strategy Committee, Stakeholders Relationship Committee, & IPO Committee.

In the opinion of the Board, the Independent Directors fulfill the conditions specified in the Regulations and are Independent of Our Board has constituted sub-committees to focus on specific areas and make informed decisions within the authority delegated to
the Management. each of the Committees. Each Committee of the Board is guided by its Charter, which defines the scope, powers and composition of the
Committee. All decisions and recommendations of the Committees are placed before the Board for information or approval. During the
DIRECTORS AND OFFICERS LIABILITY INSURANCE (‘D&O POLICY’) financial year, the Board has accepted the recommendations of Committees on matters where such a recommendation is mandatorily
The Company has in place a D&O policy which is renewed every year. The management is of the opinion that the quantum and risk required. There have been no instances where such recommendations have not been considered.
presently covered is adequate.
The Company Secretary acts as a Secretary to all the Committees of the Board. Detailed terms of reference, composition, meetings and
BOARD & ITS COMMITTEE MEETINGS: other information of each of the Committees of the Board are detailed herein below:

The Board of Directors is the apex body constituted by shareholders for overseeing the Company’s overall functioning. The Board 1. AUDIT COMMITTEE
provides and evaluates the Company’s strategic direction, management policies and their effectiveness, and ensures that shareholders’
The Audit Committee oversees the financial reporting process and reviews, with the Management, the financial statements to
long-term interests are being served. The Company’s internal guidelines for Board / Committee meetings facilitate decision-making
ensure that the same are correct, credible and also to meet the statutory provisions of the NBFC Regulations and the Act. The Audit
process at its meetings in an informed and efficient manner.
Committee also reviews reports of the Statutory Auditors, the Internal Auditors and adequacy of the internal control system.
During the Financial Year 2022-23, the board met 9 (Nine) times i.e. on April 14, 2022, May 06, 2022, August 12, 2022, , September 30,
The Composition of the Audit Committee is in terms of Listing Regulations and Companies Act 2013, wherein, two-thirds of the
2022, October 25, 2022,November 07, 2022, November 28, 2022, January 23, 2023 and February 11, 2023 . The intervening gap between
members of audit committee are Independent Directors and all the members of the Audit Committee are financially literate and
the two board meetings were in compliance of the provisions of the Act.
have accounting and financial management expertise. Mr. Deepak Madaaan, Company Secretary and Chief Compliance Officer of
The Composition and attendance is as follows: the company, act as a Secretary of the Committee.

Name of the Director Category Number of meetings during the financial Composition and Attendance:
year ended March 31, 2023 During the financial year ended March 31, 2023, the Committee met 5 times, i.e. on May 6 2022, August 12, 2022, September 30,
Held during tenure Attended 2022, November 28, 2022, and February 11, 2023.
Mr. Devesh Sachdev Managing Director & CEO 9 9
The composition & attendance are as follows -
Ms. Ratna Dharashree Vishwanathan Independent Director 9 9
Ms. Namrata Kaul Independent Director 9 9 Name of the Member and Designation Category Number of meetings during the financial
year ended March 31, 2023
Mr. Pankaj Vaish Independent Director 9 9
Held during tenure Attended
Mr. Kenneth Dan Vander Weele Nominee Director 9 8
Ms. Namrata Kaul (Chairperson) Independent Director 5 5
Mr. Narendra Ostawal Nominee Director 9 9
Mr. Narendra Ostawal (Member) Nominee Director 5 5
Mr. Pankaj Vaish (Member) Independent Director 5 5

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Terms of Reference of the Audit Committee: 10. valuation of undertakings or assets of the Company, Further, the Audit Committee shall mandatorily review the (b) annual statement of funds utilized for purposes other
The term of reference of the Audit Committee is given hereunder: wherever it is necessary; following information: than those stated in the offer document/prospectus/
1. management discussion and analysis of financial condition notice in terms of Regulation 32(7).
The role of the Audit Committee includes the following: 11. evaluation of internal financial controls and risk
management systems; and results of operations; The powers of the Audit Committee include the following:
1. oversight of the Company’s financial reporting process and
the disclosure of its financial information to ensure that the 12. reviewing, with the management, performance of 2. management letters / letters of internal control weaknesses 1. to investigate any activity within its terms of reference;
financial statement is correct, sufficient and credible; statutory and internal auditors, adequacy of the internal issued by the statutory auditors; 2. to seek information from any employee of the Company;
2. recommendation for appointment, remuneration and terms control systems; 3. internal audit reports relating to internal control 3. to obtain outside legal or other professional advice; and
of appointment of auditors of the Company; 13. reviewing the adequacy of internal audit function, if any, weaknesses; and 4. to secure attendance of outsiders with relevant expertise, if
3. approval of payment to statutory auditors for any other including the structure of the internal audit department, 4. the appointment, removal and terms of remuneration of it considers necessary.
services rendered by the statutory auditors; staffing and seniority of the official heading the department, the chief internal auditor shall be subject to review by the
reporting structure coverage and frequency of internal audit; Besides, the Audit Committee shall oversee the vigil mechanism.
audit committee. The vigil mechanism shall provide for adequate safeguard
4. reviewing, with the management, the annual financial
statements and auditor’s report thereon before submission 14. discussion with internal auditors of any significant findings 5. statement of deviations: against victimization of employees and directors who avail the
to the board for approval, with particular reference to: and follow up there on; vigil mechanism.
(a) quarterly statement of deviation(s) including report of
15. reviewing the findings of any internal investigations by the monitoring agency, if applicable, submitted to stock In addition to the above the Audit Committee also put various
(a) matters required to be included in the director’s
internal auditors into matters where there is suspected fraud exchange(s) in terms of Regulation 32(1); and suggestions to the Board on review of policy and how to further
responsibility statement to be included in the board’s
report in terms of clause (c) of sub-section (3) of Section or irregularity or a failure of internal control systems of a strengthen the process in future.
134 of the Companies Act, 2013; material nature and reporting the matter to the board;
2. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
(b) changes, if any, in accounting policies and practices 16. discussion with statutory auditors before the audit
and reasons for the same; commences, about the nature and scope of audit as well as Composition and Attendance:
(c) major accounting entrieWs involving estimates based post-audit discussion to ascertain any area of concern; During the financial year ended March 31, 2023, the Committee met 4 times, i.e. on May 6, 2022, August 12, 2022, November 28,
on the exercise of judgment by management; 2022 and February 11, 2023.
17. to look into the reasons for substantial defaults in the
(d) significant adjustments made in the financial payment to the depositors, debenture holders, shareholders The composition & attendance are as follows –
statements arising out of audit findings; (in case of non-payment of declared dividends) and creditors;
Name of the Member and Designation Category Number of meetings during the financial
(e) compliance with listing and other legal requirements 18. to review the functioning of the whistle blower mechanism; year ended March 31, 2023
relating to financial statements;
Held during tenure Attended
(f ) disclosure of any related party transactions; and 19. approval of appointment of chief financial officer after
assessing the qualifications, experience and background, Ms. Ratna Dharashree Vishwanathan (Chairperson) Independent Director 4 4
(g) modified opinion(s) in the draft audit report; etc. of the candidate; Mr. Devesh Sachdev (Member) Managing Director & CEO 4 4
5. reviewing, with the management, the quarterly financial Mr. Pankaj Vaish (Member) Independent Director 4 4
20. carrying out any other function as is mentioned in the
statements before submission to the board for approval; terms of reference of the audit committee in term of the Terms of Reference
6. reviewing, the statement of uses / application of funds raised applicable laws; and
The revised term of reference of the Corporate Social Responsibility Committee is given hereunder:
through an issue (public issue, rights issue, preferential issue, 21. reviewing the utilization of loans and/ or advances from/
etc.), the statement of funds utilized for purposes other than (a) To formulate and recommend to the board, a Corporate Social Responsibility Policy which shall indicate the activities to be
investment by the holding company in the subsidiary (if undertaken by the company as specified in Schedule VII of the Companies Act, 2013 and make any revisions therein as and
those stated in the offer document / prospectus / notice and applicable) exceeding rupees 100 Crore or 10% of the asset
the report submitted by the monitoring agency monitoring when decided by the Board;
size of the subsidiary, whichever is lower including existing
the utilisation of proceeds of a public or rights issue, and loans / advances / investments existing as on the date of (b) To review and recommend the amount of expenditure to be incurred on the activities referred to in (a);
making appropriate recommendations to the board to take coming into force of this provision. (c) To monitor the Corporate Social Responsibility Policy of the company and its implementation from time to time;
up steps in this matter;
22. Consider and comment on rationale, cost-benefits (d) To do such other acts, deeds and things as may be required to comply with the applicable laws; and;
7. reviewing and monitoring the auditor’s independence and and impact of schemes involving merger, demerger,
performance, and effectiveness of audit process; (e) To perform such other activities as may be delegated by the Board or specified/ provided under the Companies Act, 2013 or
amalgamation etc., on the listed entity and its shareholder.
by the SEBI Listing Regulations or statutorily prescribed under any other law or by any other regulatory authority.
8. approval or any subsequent modification of transactions of 23. Carrying out any other function as is mentioned in the
the Company with related parties; terms of reference of the Audit Committee in term of the
9. scrutiny of inter-corporate loans and investments; applicable laws.

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3. NOMINATION & REMUNERATION COMMITTEE 9. Framing suitable policies and systems to ensure that 12. carrying out any other function as is mentioned in the
Composition and Attendance: there is no violation, as amended from time to time, of terms of reference of the Nomination and Remuneration
any securities laws or any other applicable laws in India Committee in term of the applicable laws;
During the financial year ended March 31, 2023, the Committee met 4 times, i.e. on, May 6 2022, November 28, 2022, January 23, or overseas, including:
2023, and February 11, 2023. 13. Performing such other functions as may be necessary
a) The Securities and Exchange Board of India or appropriate for the performance of its duties; and
The composition & attendance are as follows – (Prohibition of Insider Trading) Regulations, 2015,
as amended; and 14. To ensure ‘fit and proper’ status of proposed/
Name of the Member and Designation Category Number of meetings during the financial
existing Directors.
year ended March 31, 2023 b) The Securities and Exchange Board of India
Held during tenure Attended (Prohibition of Fraudulent and Unfair Trade Performance Evaluation by the Board:
Ms. Ratna Dharashree Vishwanathan (Chairperson) Independent Director 4 4 Practices relating to the Securities Market)
The performance evaluation criteria for the Board, its
Regulations, 2003, as amended;
Ms. Namrata Kaul (Member) Independent Director 4 4 Committees & the Directors of the Company is determined
Mr. Narendra Ostawal (Member) Nominee Director 4 4 10. Perform such functions as are required to be by the Nomination and Remuneration Committee. An
performed by the Nomination and Remuneration indicative list of factors on which evaluation of Independent
Terms of Reference For the purpose of identifying suitable candidates, the Committee under the SEBI (Share Based Employee Directors is carried out includes participation by a director
Nomination and Remuneration Committee may: Benefits) Regulations, 2014, as amended, including in the board meetings, effective deployment of knowledge
The term of reference of the Nomination and Remuneration and experience in implementation of company’s strategy,
Committee is given hereunder: the following:
a. use the services of an external agency, if required; contribution with precise and value added inputs in Board
1. Formulating the criteria for determining qualifications, b. consider candidates from a wide range of • Formulating detailed terms and conditions of Meetings to help decision making , integrity and maintenance
positive attributes and independence of a director and backgrounds, having due regard to diversity; and the plan in accordance with SEBI (Share Based of confidentiality and independence of judgement.
recommend to the Board of directors a policy, relating Employee Benefits) Regulations, 2014 in term of
to the remuneration of the directors, key managerial c. consider the time commitments of the candidates. which includes the provision as specified by the As part of the evaluation process, the performance
personnel and other employees. The Nomination Board in this regard; and evaluation of Board as a whole for the FY 2022-23 was done
3. Formulating criteria for evaluation of performance of by the Directors of the Board. The performance evaluation
and Remuneration Committee, while formulating the • Administration and superintendence of the
independent directors and the Board of Directors; of the Promoter Director, Nominee Directors and Non-
above policy, should ensure that: aforesaid plan. Independent directors was done by every other Director. The
4. Devising a policy on diversity of Board of Directors;
a) the level and composition of remuneration be 11. Carrying out any other function as is mandated by the performance evaluation of the Independent Directors was
reasonable and sufficient to attract, retain and 5. Identifying persons who are qualified to become Board from time to time and / or enforced/mandated by done by the Board excluding the Director being evaluated.
motivate directors of the quality required to run directors and who may be appointed in senior any statutory notification, amendment or modification, The performance evaluation of the Board Committees was
our Company successfully; management in accordance with the criteria laid as may be applicable; done by respective Committee members.
b) relationship of remuneration to performance down, and recommend to the Board of directors
is clear and meets appropriate performance their appointment and removal and shall specify the 4. ASSET LIABILITY MANAGEMENT COMMITTEE
benchmarks; and manner for effective evaluation of performance of
Composition and Attendance:
the Board, its committees and individual directors to
c) remuneration to directors, key managerial The Company has an effective Asset Liability Management Committee formed in accordance with the directions framed by RBI.
be carried out either by the Board, by the Nomination
personnel and senior management involves During the financial year ended March 31, 2023, the Committee met 4 times, i.e. on May 6 2022, August 12, 2022, November 28,
and Remuneration Committee or by an independent
a balance between fixed and incentive pay 2022 and February 11, 2023.
external agency and review its implementation
reflecting short and long term performance
and compliance. The Company shall disclose the
objectives appropriate to the working of the The composition & attendance are as follows –
remuneration policy and the evaluation criteria in its
Company and its goals;
annual report; Name of the Member and Designation Category Number of meetings during the financial
2. For every appointment of an independent director, year ended March 31, 2023
6. Extending or continuing the term of appointment of
the Nomination and Remuneration Committee Held during tenure Attended
the independent director, on the basis of the report of
shall evaluate the balance of skills, knowledge and Mr. Devesh Sachdev (Chairman) Managing Director & CEO 4 4
performance evaluation of independent directors;
experience on the Board and on the basis of such
Mr. Gaurav Maheshwari (Member) Chief Financial Officer 4 4
evaluation, prepare a description of the role and 7. Recommending to the board, all remuneration, in
capabilities required of an independent director. The whatever form, payable to senior management; Terms of Reference
person recommended to the Board for appointment
as an independent director shall have the capabilities 8. Administering, monitoring and formulating detailed The terms of reference of the Asset Liability Management Committee include:
identified in such description. terms and conditions of the Employees Stock Option • Liquidity Risk Management
Scheme of the Company;
• Management of market (interest rate) risk

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• Funding and capital planning 5. BOARD RISK MANAGEMENT COMMITTEE (BRMC) 6. INFORMATION TECHNOLOGY STRATEGY COMMITTEE
• Pricing, profit planning and growth projections The company has an effective Board Risk Management During the financial year ended March 31, 2023, the Committee met 3 times, i.e. on May 6, 2022 and November 28, 2022 and
Committee (BRMC) formed in accordance with Listing February 11, 2023. In compliance with RBI Master Direction - Information Technology Framework for the NBFC Sector dated June
• To approve and revise the actual interest rates to be
Regulations and in terms of the directions framed by RBI for 08, 2017, Mr. Naveen Mangle is designated as the Chief Technology Officer of the Company.
charged from customers for different products from
monitoring the risk and to strategize action to mitigate risks
time to time applying the interest rate model and also The composition & attendance are as follows –
associated with the functioning of the Company.
in line with such regulations as may be in force from
time to time. Name of the Member and Category Number of meetings during the financial
Composition and Attendance:
Designation year ended March 31, 2023
• Review of operational risk. During the financial year ended March 31, 2023, the Held during tenure Attended
The Committee reviews the Asset Liability Management Committee met 4 times, i.e. on May 6 2022, August 12, 2022,
Ms.Mr.. Pankaj Vaish (Chairman) Independent Director 3 3
reports to be submitted periodically to RBI. November 28, 2022 and February 11, 2023.
Ms. Namrata Kaul (Member) Independent Director 3 3
The composition & attendance are as follows –
Mr. Devesh Sachdev (Member) Managing Director & CEO 3 3
Name of the Member and Designation Category Number of meetings during the financial Mr. Naveen Mangle (Member) Chief Technology Officer 3 3
year ended March 31, 2023
Held during tenure Attended Terms of reference

Ms. Namrata Kaul (Chairperson) Independent Director 4 3 The Committee is constituted to carry out review and amend IT strategies in line with the corporate strategies, board policy
reviews, cyber security arrangements and other matters related to IT Governance.
Mr. Devesh Sachdev (Member) Managing Director & CEO 4 4
Mr. Narendra Ostawal (Member) Nominee Director 4 4 7. STAKEHOLDER RELATIONSHIP COMMITTEE
Mr. Sanjay Choudhary (Member) Chief Risk Officer 4 4 In terms of the Listing Regulations, the Company has constituted the “Stakeholder Relationship Committee” with the
*Mr. Pankaj Vaish (Member) Independent Director NA NA following members:
*appointed as the member of the Committee w.e.f. February 11, 2023.
1. Ms. Ratna Dharashree Vishwanathan, Independent Director - Chairperson
Terms of Reference 4. To periodically review the risk management policy, at 2. Mr. Devesh Sachdev, Managing Director & CEO - Member
The term of reference of the BMRC is given hereunder: least once in two years, including by considering the
3. Ms. Namrata Kaul, Independent Director – Member
changing industry dynamics and evolving complexity
1. To formulate a detailed risk management policy which During the FY’23, the Committee met once on February 11, 2023 and all the members attended the meeting.
shall include: 5. To keep the board of directors informed about the
nature and content of its discussions, recommendations Mr. Deepak Madaaan, Company Secretary and Chief Compliance Officer of the company, act as a Secretary of the Committee
a) A framework for identification of internal and actions to be taken
and external risks specifically faced by the The status of shareholders’ complaints during Financial Year 2022-23, is mentioned below:
listed entity, in particular including financial, 6. To appointment, removal and terms of remuneration
operational, sectoral, sustainability (particularly, of the Chief Risk Officer shall be subject to review by Complaints received during the year Complaints resolved during the year Complaints pending at the end of the
ESG related risks), information, cyber security the Risk Management Committee (in Nos.) (in Nos.) year (in Nos.)
risks or any other risk as may be determined by 7. To coordinate its activities with other committees, in 44 44 Nil
the Committee; instances where there is any overlap with activities of
Further, all the complaints received during the FY’23 were resolved to the satisfaction of shareholders.
b) Measures for risk mitigation including such committees, as per the framework laid down
systems and processes for internal control of The term of reference of the Committee is hereunder :
8. The Committee shall have powers to seek information
identified risks; and from any employee, obtain outside legal or other 1. Considering and looking into various aspects of interest of shareholders, debenture holders and other security holders;
c) Business continuity plan. professional advice and secure attendance of outsiders 2. Resolving the grievances of the security holders of the Company including complaints related to transfer/transmission
with relevant expertise, if it considers necessary. of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general
2. To ensure that appropriate methodology, processes
9. carrying out any other function as is mentioned in meetings, etc;
and systems are in place to monitor and evaluate risks
associated with the business of the Company; the terms of reference of the Board Risk Management 3. Review of measures taken for effective exercise of voting rights by shareholders;
Committee in term of the applicable laws.
3. To monitor and oversee implementation of the 4. Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the
risk management policy, including evaluating the Registrar & Share Transfer Agent; and
adequacy of risk management systems 5. Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and
ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company.

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6. carrying out any other function as is mentioned in the terms of reference of the Stakeholders Relationship Committee in b. Non-Executive Directors
term of the applicable laws. i. Criteria for making payment
SEPARATE MEETING OF INDEPENDENT DIRECTORS The Independent Directors are not paid any remuneration other than the sitting fee for attending meetings of the Board and
During the FY’23, the Independent Directors of the company, met on February 11, 2023 and all the directors were present in the the committees thereof as approved by the Board. The sitting fees as determined by the Board for attending meetings of
meeting. The Independent Directors have evaluated the performance of the Non-Independent Directors and the Board of Directors as the Board meetings and committee meetings are within the limits prescribed under the Act. No sitting fee were paid to the
a whole during the year and further assessed the quality of Board performance and timeliness of flow of information with the Board. Nominees Directors.

SENIOR MANAGEMENT PERSONNEL ii. Details of sitting fees paid during Financial Year 2022-23

During the Financial Year 2022-23, there is no change in the senior management of the company except that Ms. Pooja Mehta has been The details of sitting fees paid to Non - Executive Independent Directors for attending the meeting the Board & relevant Committees
appointed as the Chief Human Resource Officer (CHRO) of the company. during the Financial Year 2022-23 are as under:

As on the date of this report, the following officials constituted the Senior Management: Name of Director Designation Sitting Fees
Board Meeting & Committee
Name Designation
Ms. Namrata Kaul Independent Director C 15,35,000
Mr. Tarun Mehndiratta Chief Operating Officer, MFI
Ms. Ratna Dharashree Vishwanathan Independent Director C 13,90,000
Mr. Kamal Kumar Kaushik Chief Operating Officer, MSME
Mr. Pankaj Vaish Independent Director C 13,65,000
Mr. Ankush Ahluwalia Chief Business Officer, MFI
Total D 42,90,000
Mr. Sanjay Mahajan Chief Information Officer
Mr. Satish Mani Senior Vice President, Audit There were no other pecuniary relationships or transactions of the Non-Executive Directors and Independent Directors vis-à-vis
Mr. Sanjay Choudhary Chief Risk Officer the Company. As on March 31, 2023 none of the director is entitled for Employees Stock Option (ESOPs) of the Company and
during the financial year under the review no ESOP was granted to any director of the Company.
Ms. Pooja Mehta Chief Human Resource Officer
Mr. Deepak Madaan Chief Compliance Officer GENERAL BODY MEETINGS
ANNUAL GENERAL MEETING (AGM)
REMUNERATION OF DIRECTORS
The details of the Annual General Meetings (AGM) of the shareholders held during the previous 3 financial years are given below:
The remuneration of Directors is fixed keeping in view the overall limit laid down as per the qualification and experience of the
appointee and overall financial performance of the Company. The remuneration of Executive Directors of the Company is being paid as AGM for Date Time Venue No. of Special
approved by the Board of Directors & Shareholders of the Company. Financial Resolutions
Year passed
a. Executive Directors 2021-22 05.08.2022 11:00 A.M H-1, C-Block, Community Centre, Naraina Vihar, New Delhi – 110028 3
Details of the remuneration paid to Executive Directors in the Financial Year 2022-23 and other disclosures 2020-21 16.06.2021 11:00 A.M H-1, C-Block, Community Centre, Naraina Vihar, New Delhi – 110028 2
(in C )
2019-20 28.07.2020 11:00 A.M H-1, C-Block, Community Centre, Naraina Vihar, New Delhi – 110028 2
Name of Director Designation Gross Salary Bonus* Perquisites Others Total**
Mr. Devesh Sachdev MD & CEO 22,604,586 22,500,000 526,480 - 4,56,31,066 POSTAL BALLOT
*Bonus is pertaining to the FY 21-22, paid in FY 22-23. During the Financial year, the following Resolutions were placed for approval of the shareholders by Postal Ballot and approved with
**excludes C 20,000,000 paid as one time bonus. requisite majority::
Date of Notice: February 24, 2023
Mr. Devesh Sachdev, Managing Director and CEO was appointed for a period of 5 years commencing from December 5, 2018. The
Company may terminate his services after serving 2 months notice or salary in lieu thereof. In any other circumstances, he is not Voting period: February 25, 2023 to March 26, 2023
entitled for any severance fees.
Item Proposed Resolution Total Votes Votes in Favour Votes Against
The Company’s remuneration strategy is market driven and aims at attracting and retaining high caliber talent. The strategy is in Type
No. of votes % No. of votes %
consonance with existing industry practice and is directed towards rewarding performance, based on review of achievements on
1. Approved the ratification of Fusion Special 100630735 76808346 93.06 5726946 6.93
periodical basis.
Employee Stock Option Plan 2016 as per
SEBI (Share Based Employee Benefits And
Apart from the bonus, all the components of remuneration of Mr. Devesh Sachdev, MD & CEO are fixed. The bonus is provided on
Sweat Equity) Regulations, 2021
the basis of various parameters linked to performance set by the Board in advances.
2. Approved the Fusion Employee Stock Special 100630735 76808306 93.06 5726986 6.93
Option Plan 2023

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Item Proposed Resolution Total Votes Votes in Favour Votes Against DEBENTURE HOLDER DETAILS:
Type The details regarding the Debenture Holders as on March 31, 2023 are given as under:
No. of votes % No. of votes %
3. Approved the winding up of Fusion Micro Special 100630735 76535667 92.73 5999625 7.26 Name of the NCD Address No. of NCD
Finance Limited Employee Stock Option
AU Small Finance Bank Limited Corporate Office 5 Floor, E Wing Kanakia Zillion Junction of CST & LBS Road
th
300
Plan 2014 (ESOP Plan 2014), after transfer Kurla West, Mumbai
of remaining shares under ESOP Plan
2014, if any, to Fusion Employee Stock Blue Orchard (Microfinance Fund) 11-13, Boulevard, de la foire, L-1528, Luxembourg 500
Option Plan 2023 Vivriti Capital Private Limited 2 floor, Prestige Polygon 471, Anna Salai, Mount Road, Nandanam, Chennai,
nd
250
4. Approved the provision of money by the Special 100630735 76396339 92.56 6138953 7.43 Tamil Nadu 600035
company for purchase of its own share Blue Orchard (Microfinance Fund) 11-13, Boulevard, de la foire, L-1528, Luxembourg 1450
by the trust / trustees for the benefit Blue Orchard (JAPAN ASEAN 11-13, Boulevard, de la foire, L-1528, Luxembourg 500
of employees under Fusion Employee WOMEN EMPOWERMENT FUND)
Stock Option Plan 2016 and under Fusion
Employee Stock Option Plan 2023 UTI International Wealth Creator 4 4th Floor, 19 Bank Street, Cybercity, Ebene 72201, Mauritius 700
(responsAbility)
The Company had appointed Mr. Harish Kumar (Membership no. F11918), Proprietor of M/s. Harish Popli & Associates, Company UTI International Wealth Creator 4 4th Floor, 19 Bank Street, Cybercity, Ebene 72201, Mauritius 750
Secretaries as the Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner and in accordance with the law. (responsAbility)
Accordingly, the above Postal Ballot(s) were conducted by the scrutinizer and a report was submitted. Triodos Microfinance Fund 11-13 boulevard de la foire, L-1528 Luxemburg, Grand Duchy of Luxembourg 315
Details of voting pattern and scrutinizer’s report is placed on the website of the company www.fusionmicrofinance.com. Triodos Fair Share Fund 11-13 boulevard de la foire, L-1528 Luxemburg, Grand Duchy of Luxembourg 315
Procedure adopted for Postal Ballot DCB Bank limited Peninsula Business Park, Tower A, 6 Floor, Senapati Bapat Marg, Lower Parel,
th
100
Mumbai – 400013
a) The Postal Ballot notice together with explanatory statement, dated February 24, 2023 was sent only through email, to the
Indian Bank Indian Bank treasury branch, 2nd floor Allahabad Bank building, Fort, 200
members of the company as on Cut-off Date i.e. February 17, 2023. Mumbai, 400001
b) The Company had engaged the services of Link Intime India Private Limited (‘LIIPL’ or ‘e-voting agency’) as the agency to provide State Bank of India State bank of India, Securities Services Branch, 2nd floor SBI Main Branch 250
e-voting facility to the Members of the Company. The e-voting period commenced at 9 a.m. IST on Saturday, February 25, 2023 Building, Samachar Marg, Fort, Mumbai 400001
and ended at 5 p.m. IST on Sunday, March 26, 2023.
Union Bank of India 3rd Floor, Treasury office, 239, Union Bank Central Office, Vidhan Bhavan 200
c) As required under the Companies Act, 2013 and SEBI (LODR) Regulations 2015, a newspaper advertisement was also published in Marg, Nariman Point, Mumbai, Maharashtra 400021
Mint: English and Hindustan Delhi: Hindi on February 25, 2023. Tata Capital Financial Services 12th Floor Tower A Peninsula Business Park, Senapati Bapat Marg,Lower Parel, 30
d) The remote e-voting was unblocked by the scrutinizer on Monday, March 27, 2023, in the presence of two witnesses who were not Limited Mumbai- 400013
in employment of the Company. Vivriti Asset Management (Vivriti 2nd floor, Prestige Polygon 471, Anna Salai, Mount Road, Nandanam, Chennai, 3500
e) The Scrutinizer submitted his report dated March 28, 2023, addressed to the Chairman of the Company in the prescribed format. Short Term Bond Fund) Tamil Nadu 600035
Based on the report, the resolutions set out in the Postal Ballot Notice were passed as special resolutions on March 26, 2023. Northern Arc Money Market Alpha 10th Floor, IIT Madras Research Park, Kanagam Rd, Kanagam, Tharamani, 450
Trust Chennai, Tamil Nadu 600113
Further, no special resolution is proposed to be conducted through postal ballot.
CDC Group PLC CDC Group PLC, 123 Victoria Street, London – SW1E6DE 600
Extra Ordinary General Meetings NORTHERN ARC CAPITAL LIMITED 10th Floor, IIT Madras Research Park, Kanagam Rd, Kanagam, Tharamani, 300
The details of Extra Ordinary General Meetings (EGM) of the shareholders held during the last 3 financial years are given below: / KARVY Chennai, Tamil Nadu 600113

Year Date Time Location No. of Special

Resolutions Passed
2022 - 23 16.02.2023 01:00 P.M. Video conferencing/ other Audio-visual Means (“VC/OAVM”)-Plot No. 2
86, Institutional Sector 32, Gurugram - 122001
2021 - 22 26.04.2021 11:00 A.M. Plot No. 86, Institutional Sector 32, Gurugram - 122001 2
27.07.2021 11:00 A.M. Plot No. 86, Institutional Sector 32, Gurugram - 122001 4
18.12.2021 11:00 A.M. Plot No. 86, Institutional Sector 32, Gurugram - 122001 1
2020  - 21 Nil
All the proposed resolutions were passed by the shareholders as set out in their respective notices.

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REDEMPTION OF NON-CONVERTIBLE DEBENTURES (NCDS) DURING THE FY 2022-23 MEANS OF COMMUNICATION

During the financial year 2022-23 following Non-convertible Debentures were fully redeemed: A. The quarterly, half-yearly and annual financial results of the Company are published in the national English Newspapers having
circulation substantially in whole of India and Hindi Newspapers having wide circulation in the language of the region where the
S. Name of the NCD Date of No. of NCDs Amount (in Date of
No Allotment issued million) redemption registered office of the company is situated, pursuant to the listing of the company dated 15th November, 2022. The same is also
available on the website of the company i.e. www.fusionmicrofinance.com.
1. Bank of Baroda 13-Nov-20 500 500 13-May-22
2. Bank of India 13-Nov-20 350 350 13-May-22 B. During the financial year 2022-23, the Company published its financial results in the following newspapers:
3. Indian Overseas Bank 13-Nov-20 250 250 13-May-22 Financial Results Newspapers Date of publication
4. State Bank of India NCD - 2 13-Nov-20 500 500 13-May-22
5. Punjab National Bank NCD - 2 19-Nov-20 250 250 19-May-22 Unaudited Financial Results for the quarter ended June 30, 2022 Mint (English) August 13, 2022
6. PETTELAAR EFFECTENBEWAARBEDRIJF N.V. (ASN 2-Jun-16 526 526 16-May-22 Unaudited Financial Results for the Quarter and Half Year ended September 30, 2022 Mint (English) November 29, 2022
Microcredit Fund TJ) Hindustan November 29, 2022
7. UTI International Wealth Creator (responsAbility) 15-Sep-19 550 550 15-Sep-22 (Hindi)
8. UTI International Wealth Creator (responsAbility) 9-Sep-19 350 350 9-Sep-22 Un -Audited financial Results for the Quarter and Nine months ended December 31, Hindustan February 12, 2023
2022. (Hindi)
9. IFMR Fimpact Medium Term Opportunity Fund 15-Mar-17 284 284 30-Mar-23
Mint (English) February 13, 2023
10 IFMR Fimpact Long Term Credit Fund SD 15-Mar-17 216 216 30-Mar-23
Audited Financial Results for the Financial Year ended March 31, 2023 Hindustan May 23, 2023
(Hindi)
During the financial year 2022-23 following Non-convertible Debentures were partially redeemed:
Mint (English) May 23, 2023
S. Name of the NCD Date of No. of NCD Amount redeemed
No Allotment issued (In million) REGULAR UPDATES:
1 CDC Group 30/Mar/21 600 36.00 The official press releases are posted on Company’s website www.fusionmicrofinance.com. The Company sends Quarterly newsletter
2 Au Small Finance Bank Limited 19/Jun/20 300 100.00 to the Board Members, stakeholders and keeps them updated on the happenings in the Company. All other events and happenings of
3 Northern Arc Money Market Alpha Trust 21/Dec/21 450 200.00 importance to the sector are reported to the Board on a continuous basis.
4 Vivriti Asset Management (Vivriti Short Term Bond Fund) 19/Apr/22 3500 116.67 The Company has conducted Earning’s Calls post announcement of quarterly/half-Yearly/ annual results, which were well attended by the
analysts/ investors and the audio recording, investor presentations and transcripts of such calls were uploaded on Company’s website.
DEBENTURE TRUSTEES DETAILS:
The Debenture Trustees during the Financial Year ended March 31, 2023 are as follows: GENERAL SHAREHOLDER INFORMATION
29th Annual General Meeting:
Name Catalyst Trusteeship Limited Beacon Trusteeship Limited Vistra ITCL (India) Limited
Date: September 29, 2023
Address Windsor,6th floor, Office No.604, 4C & D, Siddhivinayak Chambers, The IL&FS Financial Centre, Plot No.
C.S.T Road, kalina, Santacruz (East) Gandhi Nagar, Opp. MIG Cricket Club, C-22, G Block, Bandra Kurla Complex, Day: Friday
Mumbai 400098 Gandhi Nagar, Bandra (East), Mumbai Bandra(East), Mumbai-400051 Time: 11:00 A.M.
– 400 051
Venue: Through Video Conferencing (VC) / Other Audio-Visual Means (OAVM)
Contact no. 011-43029101 022-26558759 022-26593333
Financial year: April 1, 2022 to March 31, 2023
Email ID ComplianceCTL-Mumbai@ctltrustee. [email protected] [email protected]
com Listing on Stock Exchange
Website www.catalysttrustee.com http://beacontrustee.co.in/ www.vistraitcl.com Equity Shares of Fusion Micro Finance Limited are listed on the below mentioned Stock Exchanges:

Stock Exchange National Stock Exchange of India Limited (NSE) BSE Limited (BSE)
Address Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Phiroze Jeejeebhoy Towers Dalal Street
Bandra(E) Mumbai – 400 051 Mumbai- 400001
Symbol/Scrip Code FUSION 543652

The Non-Convertible Debentures of Fusion Micro Finance Limited are listed on Bombay Stock Exchange.
Further, none of the securities of the company are suspended for trading as on March 31, 2023.
Listing Fees: The Company confirms payment of Annual Listing fees of NSE and BSE for Financial year 2023-24.
Dividend payment date: No dividend was declared for the Financial year 2022 – 23.

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STOCK MARKET PRICE DATA REGISTRAR AND TRANSFER AGENTS

Monthly high and low prices of equity shares of the company at BSE Limited (BSE) and at the National Stock Exchange of India Limited Link Intime India Private Limited is the Registrar and Transfer Agents for Equity and Debt securities of the Company. Their contact details
(NSE) during the year under review: are as below:

Month NSE BSE Noble Heights, 1st Floor, Plot No. NH 2,

LSC, C-1 Block, Near Savitri Market,
High Low High Low
Janakpuri, New Delhi-110058
November 2022 391.00 321.10 391.30 321.40 Tel. No.: 011 - 4141 0592/93
December 2022 415.80 346.50 415.50 345.00 Fax No.: 011 - 4141 0591
January 2023 421.90 364.25 422.10 364.80 E-mail: : [email protected]
February 2023 444.40 384.80 444.40 385.00 SHARE TRANSFER SYSTEM, DEMATERIALIZATION OF SHARES AND LIQUIDITY:
March 2023 411.80 375.00 411.70 378.70
All the equity shares of the Company are held in demat form.
The source for table above is www.nseindia.com for NSE quotes and www.bseindia.com for BSE quotes
SHAREHOLDING
A. Distribution of Shareholding
PERFORMANCE IN COMPARISON TO BSE SENSEX
The distribution of shareholding as on March 31, 2023 was as follows:
Share Price BSE Sensex
Category No. of Members % to total Members No. of shares held % to total capital
500 70,000
1-500 33,714 94.38 19,43,198 1.93
501 – 1,000 1,012 2.83 6,93,941 0.69
400 60,000 1,001 – 2,000 404 1.13 6,12,670 0.61
2,001 – 3,000 172 0.48 4,44,538 0.44
300 50,000 3,001 – 4,000 82 0.23 2,96,118 0.29
4,001 – 5,000 50 0.14 2,36,682 0.24
200 40,000 5,001 – 10,000 105 0.29 7,72,453 0.77
10,001 & above 186 0.52 9,56,31,135 95.03
100 30,000
Total 35,725 100.00 10,06,30,735 100.00

B. Shareholding Pattern as on March 31, 2023

2

3
3
2

23
2

,2
2
2

c,

b,
v,

ar
n,
De
No

Fe
Ja

S.no. Category No. of shares % of holding

A Promoter and Promoter Group
PERFORMANCE IN COMPARISON TO NSE NIFTY
Indian 5,112,914 5.08
Share Price NSE Nifty
Foreign 63,498,302 63.10
500 20,000
Total (A) 68,611,216 68.18
B Public
400 15,000 Institutions (Domestic) 13,639,729 13.55
Institutions (Foreign) 6,019,926 5.98
300 10,000 Non-institutions 12,074,598 12.00
Total (B) 31,734,253 31.54
C Non Promoter- Non Public Shareholder
200 5,000
Employee Benefit Trust/ Employee Welfare Trust under SEBI (Share Based Employee 285,266 0.28
Benefits and Sweat Equity) Regulations, 2021
100 5,0000 Total (C) 285,266 0.28
TOTAL (A+B+C) 100,630,735 100.00
2

3
3
2

3
2

,2
2
2

,2
c,

b,
v,

ar
n
De
No

Fe
Ja

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OUTSTANDING GDRS/ ADRS/ WARRANTS OR CONVERTIBLE INSTRUMENTS: Name of the Amount (In D ) Brief of the Case
There are no outstanding GDRs/ ADRs/ Warrants or any Convertible Instruments as on March 31, 2023, which are likely to have an regulatory/
impact on the equity of the Company. enforcement
agencies/
COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES: judicial
institutions
The Company follows prudent risk management policies. There is no direct hedge able commodity risk that the Company has on any
Bombay Stock C 1,15,640/- Non disclosure of line items prescribed under Regulation 52(4), non submission of the
of its products & services.
Exchange (inclusive of financial results for the quarter and half year ended September 30, 2022 under Regulation
GST) 52(1) and Non-disclosure of extent and nature of security created and maintained with
PLANT LOCATION: respect to secured listed NCDs under Regulation 54(2) of the Securities and Exchange
Being a financial services company, the Company has no plant locations. Further, as on 31st March, 2023, the company have 1086 Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 .
Branches spread across 20 states of the country.. Bombay Stock C 23,600/- Delay in submission of the notice of Record Date under Regulation 60(2) of Securities and
Exchange (inclusive of Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
ADDRESS FOR CORRESPONDENCE GST) 2015. However, the company has applied for waiver and the same is pending with the stock
exchange yet.
Mr. Deepak Madaan
Bombay Stock C 13,21,600/- Nondisclosure of information related to payment obligations under Regulations 57(1) of
Company Secretary & Chief Compliance officer Exchange Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015. However, the company has applied for waiver and the same is pending
Fusion Micro Finance Limited with the stock exchange yet.
Plot No. 86, Institutional Sector – 32, Gurugram, Haryana – 122001 Bombay Stock C 11,800/- Delay in submission of the notice of Record Date under Regulation 60(2) of Securities and
Tel: 0124-6910500/6910600 Exchange (inclusive of Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
GST) 2015. However, the company has applied for waiver and the same is pending with the stock
Website: www.fusionmicrofinance.com exchange yet.
Email: [email protected]
During the F.Y. 2022 and 2021, there have been no instances of non-compliance by the Company on any matters related to stock
Registered Office: exchange(s) or the board or any statutory authority, on any matter related to capital markets
H-1, C Block, Community Centre, Naraina Vihar, New Delhi-110028 c. The Company has a Whistle Blower Policy duly approved by the Board, which has been circulated to all the employees of the
Tel: 011-46646600 Company and also placed on the website of the Company i.e. www.fusionmicrofinance.com. Further, it is affirmed that no personnel
Corporate Office: have been denied access to the Audit Committee. The Company has an effective Vigil Mechanism system which is embedded in
its Code of Conduct. The Code of Conduct of your Company serves as a guide for daily business interactions, reflecting your
Plot No. 86, Institutional Sector – 32, Gurugram, Haryana – 122001 Company’s standard for appropriate behavior and living Corporate Values. The Code of Conduct applies to all Fusion’s People,
Tel: 0124-6910500/6910600 including Directors, Officers, and all employees of the Company.
Website: www.fusionmicrofinance.com d. The Company has complied with all the mandatory requirements of the SEBI Listing Regulations and discretionary requirements
as specified in Part E of Schedule II to the SEBI Listing Regulations are being reviewed from time to time..
CREDIT RATING
The details with respect to Credit Ratings obtained by the Company are given in the Directors’ Report. e. During the FY’23, the total fee of C 2,38,45,447 is being paid to the Statutory Auditors of the Company for Statutory Audit, Tax Audit
and other professional services.
OTHER DISCLOSURES
f. As per requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, your Company
a. The Company has not entered any transaction of material nature with the Directors or the management, relatives of Directors has a policy and framework for employees to report sexual harassment cases at workplace and our process ensures complete
during the year under review that have potential conflict with the interest of the Company. Statements in summary form of the anonymity and confidentiality of information. Adequate workshops and awareness programmes against sexual harassment are
transactions with related parties both under Companies Act, 2013 and under Indian Accounting Standards – 24, if any, are placed conducted across the organization. Further, the Company have properly constituted Internal Complaint Committee to address the
periodically before the Audit Committee. Further, the details of the related party transactions of the Company during the year sexual harassment cases. However, no complaints were received during the period under review.
ended March 31, 2023 are given in Notes on Accounts forming part of Annual Report. All related party transactions entered are
g. The company is in compliance with corporate governance requirements specified in regulation 17 to 27 and clauses (b) to (i) of
on arms’ length basis and in the ordinary course of business and are intended to further the interest of the Company. The related
sub-regulation (2) of regulation 46 of SEBI (LODR) Regulations, 2015.
party policy of the company is disclosed on the website of the company i.e. www.fusionmicrofinance.com.
h. Disclosure on loans and advances:
b. Details of non-compliance by the listed entity, penalties, strictures imposed on the listed entity by stock exchange(s) or the board
or any statutory authority, on any matter related to capital markets, during the last three years . The Company has not provided any loans and advances in the nature of loans to firms/ companies in which the directors are
interested during the FY’23.
During the Financial Year under review, no action(s) has been taken against the listed entity/ its promoters/ directors/ subsidiaries
i. Disclosure of certain types of agreements binding listed entities
either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars)
under SEBI Regulations and circulars/ guidelines issued thereunder except the following: No such agreements, as specified in clause 5A of para A of part A of Schedule III of SEBI (LODR) Regulations, 2015 have been
entered into by the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel and
employees of the company.

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CEO Certification on Code of Conduct: CERTIFICATE ON CORPORATE GOVERNANCE

[As per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015]
I, Devesh Sachdev, Managing Director and CEO of Fusion Micro Limited, hereby certify that all the Board Members and Senior Managerial
Personnel have affirmed compliance with the Code of Conduct of the Company laid down by the Board of Directors, for the year ended To,
March 31, 2023. The Members of
Fusion Micro Finance Limited
For and on behalf of the Board of Directors Regd. Office: H-1, C Block, Community Centre,
Naraina Vihar, New Delhi New Delhi DL 110028 IN
Sd/-
Place: Gurugram Devesh Sachdev We have examined the compliance of conditions of Corporate Governance by the Fusion Micro Finance Limited for the year ended
Date: August 02, 2023 (MD & CEO) 31st March, 2023 as per regulations 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and Para C, D and E of
DIN: 02547111 Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing
Regulations”).

The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited
to procedure and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of corporate
governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information, based on the records, documents, books, and other information furnished and
according to the explanations given to us, we certify that the company has complied with the conditions of Corporate Governance as
per regulations 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V of Listing
Regulations as applicable.

We further state that such compliance is neither an assurance as to the future viability of the company nor the efficiency or effectiveness
with which the management has conducted the affairs of the Company.

For Harish Popli & Associates

Company Secretaries

Harish Kumar
Proprietor
FCS: 11918, COP: 22475
Place: New Delhi
Date: July 20, 2023
UDIN: F011918E000644836

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CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS CEO & CFO Certificate

To,
The Members of The Board of Directors
Fusion Micro Finance Limited Fusion Micro Finance Limited
Regd. Office: H-1, C Block, Community Centre, This is to certify that:
Naraina Vihar, New Delhi New Delhi DL 110028 IN
1. We have reviewed Financial Statements and the Cash Flow Statement for the Financial Year ended 31st March 2023 and that to the
We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of FUSION MICRO FINANCE best of our knowledge and belief:
LIMITED (CIN L65100DL1994PLC061287) having registered office at H-1, C Block, Community Centre, Naraina Vihar, New Delhi New
a. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might
Delhi DL 110028 IN, (hereinafter referred to as ‘the Company’), produced before us by the Company for the purpose of issuing this
be misleading.
Certificate.
b. these statements together present a true and fair view of the Company’s affairs and are in compliance with existing
In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) Accounting Standards, applicable laws and regulations.
status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its directors /
officers, we hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 2. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are
31st March 2023 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities fraudulent or illegal or violate Company’s Code of Conduct.
and Exchange Board of India, Ministry of Corporate Affairs and any such other statutory authority. 3. We accept responsibility for establishing and maintaining internal controls for Financial Reporting and we have evaluated the
effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the Auditors
Sr. Name of Director DIN Date of Appointment in
and the Audit Committee, deficiencies in the design and operations of such internal controls, if any, of which we are aware and
No. Company
steps that have been taken to rectify these deficiencies.
1. MR. DEVESH SACHDEV 02547111 05/11/2009
2. MR. PANKAJ VAISH 00367424 22/09/2021 3. We have indicated to the Auditors and the Audit Committee:
3. MR. KENNETH DAN VANDER WEELE 02545813 12/08/2016 a. Significant changes in internal control over financial reporting during the year;
4. MR. NARENDRA OSTAWAL 06530414 05/12/2018 b. Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial
5. MS.RATNA DHARASHREE VISHWANATHAN 07278291 24/05/2018 statements; and
6. MS. NAMRATA KAUL 00994532 18/02/2020 c. Instances of significant fraud of which wehave become aware and the involvement therein, if any, of the Management or an
employee having a significant role in the Company’s internal control system over financial reporting.
Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management of the
Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to Sd/- Sd/-
the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of
Gaurav Maheshwari Devesh Sachdev
the Company.
CFO (MD & CEO)
For Harish Popli & Associates DIN: 02547111
Company Secretaries
Place: Gurugram
Harish Kumar Date: August 02, 2023
Proprietor
FCS: 11918, COP: 22475
Place: New Delhi
Date: July 20, 2023
UDIN: F011918E000644792

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Secretarial Audit Report

ANNEXURE 2 (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021.- Not applicable during the
Form No. MR-3 audit period;

Secretarial Audit Report (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018. - Not applicable during the
[For the Financial Year ended on 31 March 2023]
st audit period;
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of (i) The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018.
Managerial Personnel) Rules, 2014] (vi) We have also examined compliance with the applicable clauses of the following:
To, (i) Secretarial Standards issued by The Institute of Company Secretaries of India.
The Members, (ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
FUSION MICRO FINANCE LIMITED amendments made thereunder. (‘Listing Regulations').
Regd Office: H-1, C Block, Community Centre, Naraina Vihar,
(vii) We further inform that, based on the representation received from the management, the following industry specific laws, are
New Delhi - 110028
applicable to the Company.
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate
The Reserve Bank of India Act, 1934, as amended form time to time, Master Direction - Non-Banking Financial Company - Systemically
practices by FUSION MICRO FINANCE LIMITED (CIN No: L65100DL1994PLC061287) (hereinafter referred to as “the Company”).
Important Non-Deposit taking Company and Deposit Taking Company (Reserve Bank) Directions, 2016, Non-Banking Financial
Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory
Company –Micro Finance Institutions (Reserve Bank) Directions, 2011 and other applicable regulations, directions, circulars issued by
compliances and expressing our opinion thereon.
RBI on the Non-Banking Financial Companies-Not Accepting Public Deposits.
Auditor’s Responsibility
During the period under review the Company is generally regular in compliance of the provisions of the Act, Rules, Regulations,
Our responsibility is to express an opinion on the compliance of the applicable laws and maintenance of records based on audit. We Guidelines, Standards, etc. except as follows:
have conducted the audit in accordance with the applicable Auditing Standards issued by The Institute of Company Secretaries of India.
The Auditing Standards requires that the Auditor shall comply with statutory and regulatory requirements and plan and perform the a. The composition of Board of the Company was not in conformity with the provisions of Section 152(6) of the Act during the Audit
audit to obtain reasonable assurance about compliance with applicable laws and maintenance of records. Period. However, as on date of the report, the Company has complied with the provisions of Section 152(6) of the Act.
b. The Company has not complied with the provisions of Regulations 52(1), 52(4) & 54(2) of the Listing Regulations for which the
Based on our verification of the FUSION MICRO FINANCE LIMITED’s books, papers, minute books, forms and returns filed and
penalty was levied by the BSE Limited (“stock exchange”) which is duly paid by the Company. Further, the stock exchange has also
other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized
levied penalty for the non-compliance under the provisions of Regulation 57(1) & 60(2) of the Listing Regulations. As there was
representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit
no non-compliance under Regulation 57(1) Listing Regulations, the stock exchange has acknowledged the representation of the
period covering the financial year ended on 31st March, 2023 complied with the statutory provisions listed hereunder and also that the
Company. Further, the Company has also applied for waiver of fine imposed under Regulation 60(2) of the Listing Regulations.
Company has proper Board - Processes and compliance -mechanism in place to the extent, in the manner and subject to the reporting
made hereinafter: We have not examined compliance by the Company with Applicable financial laws, like direct and indirect tax laws, since the same
have been subject to review by statutory financial audit and other designated professionals and other compliances, in the laws
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the applicable to the Company, for which Statutory Auditors have given their observations in the Statutory Audit Report.
period ended on 31st March, 2023 according to the provisions of:
We further report that:
(i) The Companies Act, 2013 (“the Act”) and the Rules made thereunder;
1. The Board of Directors of the Company was duly constituted with proper balance of Executive Directors, Non-Executive Directors
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under; and Independent Directors except elsewhere reported in this report. The changes in the composition of the Board of Directors
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; that took place during the period under review were carried out in compliance with the provisions of the Act.
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct 2. Adequate notice was given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent
Investment, Overseas Direct Investment and External Commercial Borrowings; at least seven days in advance or proper consent were recorded for shorter notices, if any and a system exists for seeking and
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’): — obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at
the meeting.
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; We further report that based on the information received and records maintained there are adequate systems and processes in the
Company commensurate with the size and operations of the Company to monitor and ensure compliance with other applicable laws,
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ;
rules, regulations and guidelines.
(d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;
We further report that during the audit period, following major events have happened in pursuance of the above referred laws, rules,
(e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021;
regulations, guidelines, standards, etc.:
(f ) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding
the Companies Act and dealing with client - The Company was not involved in the activities relating to Registrar to an issue a. the Company has issued equity shares pursuant to the Initial Public Offer of the Company.
and not acting as Share Transfer Agent hence not applicable to the Company during the audit period; b. the Company has listed its Equity shares on the BSE Limited and National Stock Exchange Limited on November 15, 2022

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c. the shareholders approved the ratification of Fusion Employee Stock Option Plan, 2016 as per SEBI (Share Based Employee Benefits Annexure –“A”
and Sweat Equity) Regulations, 2021
The Members,
d. the shareholders approved the Fusion Employee Stock Option Plan, 2023 FUSION MICRO FINANCE LIMITED
e. the shareholders approved the winding up of Fusion Micro Finance Limited Employee Stock Option Plan, 2014 (ESOP Plan 2014), Regd Office: H-1, C Block, Community Centre, Naraina Vihar,
after transfer of remaining shares under ESOP Plan 2014, if any, to Fusion Employee Stock Option Plan, 2023 New Delhi DL 110028
f. the shareholders approved the provision of money by the Company for purchase of its own share by the trust/ trustees for the Our report of even date is to be read along with this letter as under:
benefit of employees under Fusion Employee Stock Option Plan, 2016 and under Fusion Employee Stock Option Plan 2023
1) Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an
For Harish Popli & Associates opinion on these secretarial records on our audit.
Company Secretaries
2) We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness
CS Harish Kumar of the contents of the Secretarial Records. The verification was done on test basis to ensure that correct facts are reflected in
Proprietor secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
FCS: 11918, COP: 22475
Place: New Delhi 3) We have not verified the correctness and appropriateness of financial records and books of accounts of the Company.
Date: July 24, 2023
UDIN: F011918E000664691 4) Whereever required, we have obtained the Management representation about the compliance of laws, rules and regulations and
happening of events etc.
Note: This report is to be read with our letter of even date which is annexed as “Annexure-A” and forms an integral part of this report.
5) The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of
management. Our examination was limited to the verification of procedures on test basis.

6) The Secretarial Audit Report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness
with which the management has conducted the affairs of the company.

For Harish Popli & Associates

Company Secretaries

CS Harish Kumar
Proprietor
FCS: 11918, COP: 22475
Place: New Delhi
Date: July 24, 2023
UDIN: F011918E000664691

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ANNEXURE 3 - Average ticket size at C 43.5K in Q4 FY23, growth institutions ensuring stability of supply side dynamics
of 5.3% compared to Q3 FY23 and growth of 9.2%
MANAGEMENT DISCUSSION AND ANALYSIS REPORT compared to Q4 FY22
- Greater focus on corporate governance and prudent
practices in line with the target segment
ECONOMIC OVERVIEW global financial conditions, however, weigh heavily on the
- Average balance per borrower witnessed Q-o-Q growth of
outlook. Taking into account the baseline assumptions, survey B. Threats
Despite facing formidable challenges, India stands tall and 4.6% and grew Y-o-Y by 7.7% as of Mar’23
indicators and model forecasts, real GDP growth is expected at
steadfast, emerging as a beacon of resilience in the global - Global economic situation impacting strategic direction /
6.5 per cent in 2023-24. - NBFCs continue to dominate the market with portfolio share
economy … relatively unscathed. orientation in India
of 37.3%, followed by Banks 33.1%, SFBs 16.6%, as of Mar’23
The asset quality of the Indian banking system continues to show - Un-predictability of another large health related event
In its flagship World Economic Outlook report, the International
improvement. As per the Reserve Bank of India’s latest financial - PAR 30+ DPD improved from 3.8% as of Dec'22 to 2.2% as
Monetary Fund (IMF) projected that India would be the fastest- - Impact of unforeseen natural events / climatic conditions
stability report, banks’ gross non-performing assets have fallen of Mar’23, PAR 90+ DPD improved from 2.0% as of Dec'22 to
growing economy in the world, despite confronting considerable
to a 10 year low of 3.9 per cent in March 2023. The improvement 1.1% as of Mar’23 - Geo Political instability in some parts of the globe leading
challenges such as financial sector turmoil, inflationary pressures,
has been across the board with bad loans falling in both public to slowdown or pause in growth oriented initaitives in other
effects of the Russia-Ukraine war, and the persistent impact of the
and private sector banks, and in major sectors of the economy. - Top 10 states by GLP contribute to 85.2% of national GLP, geographies
Covid-19 pandemic over the past three years.
Alongside, there has also been a steady improvement across key Bihar surpassing Tamil Nadu as top state by GLP as of Mar’23
IMF has projected that the Indian economy will grow by 5.9 per financial parameters of the corporate sector. As per the report, COMPANY OVERVIEW
private non-financial companies have managed to bring down - C 94.8K Crore originations (by value) and 217.9 Lakh
cent in the current fiscal year, making it the fastest-growing Fusion Micro Finance is a registered NBFC -MFI which operates on
their debt to equity ratios further, and have seen an improvement originations (by volume) in Q4 FY23
economy in the world even amidst persistent challenges posed a Joint Liability Group lending model of Grameen. Established in
by global financial sector turmoil, inflation, and the Covid-19 in their debt servicing capacity. 2010, the Company focuses on reaching out to the underserved
INDUSTRY STRUCTURE AND DEVELOPMENT
pandemic. India's resilience and efforts in leveraging digitalization and unbanked populace of the country providing financial
The improvement in the asset quality of banks is likely to continue. In FY 23-24, the MFI sector is projected to build on last year’s
and investing in the green economy have not gone unnoticed, services to rural women -100% of its client comprise women
Stress tests by the central bank suggest that bad loans are likely resurgence with specifically the NBFC MFIs likely to continue to
and the country is expected to continue to be a major contributor living in rural and peri-rural areas. While the Company’s core
to decline further to 3.6 per cent by the end of March 2024. deliver strong performance YoY.
to global growth. business model is to provide financial support to this segment,
However, this trend could be disrupted if the macroeconomic
disseminating financial literacy & awareness to its customers is an
The recent Union budget has strived to create a balance environment worsens. Alongside, banks have managed to sustain As is the case with the overall financial sector in the country
integral part of its core strategy. Adjacent to this initiative is the
between addressing development needs and maintaining fiscal the momentum in their profitability as their net interest margins comprising Banks and other financial institutions – we are also
company’s CSR policy which focuses on key activities like Health,
responsibility with enhanced capital expenditure that provides a continue to grow, their provisioning coverage ratio is high, very optimistic of seeing significant improvement in overall
Hygiene, Sanitation, Primary Education in catchment areas of its
strong foundation for long-term growth and ensures sustainable and their capital position is healthy. In fact, the capital to risk- portfolio quality in the MFI space in FY 24.
operations.
development in the country. The budget has increased capital weighted assets ratio has touched a high implying that banks are
well capitalized and can absorb macroeconomic shocks. FY 24 will also see re-emergence of AP and Telengana as
expenditure on important infrastructure projects, which will Headquartered in Gurgaon, the Company’s operations are spread
geographies of interest for the practitioners in the MFI space
create a strong foundation for long-term growth and help across 20 Indian states including 2 Union Territories and managed
However, there are some areas of concern. In the retail loan with many of them crystallizing their plans for entry into these
achieve sustainable development. There also has been an by an experienced and enthusiastic workforce.
category, even though NPAs are low, loans where the principal 2 potentials and evolved micro finance markets in the first six
uptick in investment in the green economy, including clean and
or the interest payments or any other amount wholly or partly months of the new financial year. OPERATIONAL PERFORMANCE
renewable energy.
overdue has remained outstanding for a specified time (special
mention accounts), were high at 7.4 per cent. For public sector With the uniform adoption of new harmonized guidelines as The Company registered a strong performance in 2022-23. From
The central bank (RBI), in its “State of the Economy” report
banks they were even higher in both the secured and unsecured issued by the Reserve Bank of India in March 2022, the sector is an operational perspective, the Company has taken important
mentioned that it expects growth in the first quarter of 2023/24
loan category, amounting to almost a tenth of their retail portfolio. also more likely to witness some of the larger MFI practitioners strides which promise to make its profitable growth sustainable.
to be driven by private consumption, a revival in rural demand
making forays into new asset classes.
and renewed buoyancy in manufacturing on easing of input The Company has extended its branch network further in the 20
Microfinance Industry – Key Takeaways (source CRIF
cost pressures. As per the report, Investment activity is also OPPORTUNITIES AND THREATS states that it operates in with a total number of branches as of
Microlend report)
expected to improve, drawing strength from the thrust on capital Mar 23 being 1086 as against 934 as of Mar 22. Significantly, the
expenditure in public spending and moderation in commodity A. Opportunities
- Portfolio outstanding of Microfinance sector at C 337.6K company also increased its customer base to 35.3 Lakhs as of Mar
prices. Fortunately, the inflation momentum is turning out to be Crore as of Mar’23 with 6.6% Q-o-Q and 17.9% Y-o-Y growth - Optimizing the expanded strike zone as mandated under 23 as compared to 27.2 Lakhs as of Mar 22
softer than anticipated. the new guidelines issued by RBI
- Customer base grew by 1.5% Q-o-Q and by 9.8% Y-o-Y Further, the Company was amongst the earliest in the sector
Domestic economic activity remains resilient, on the back of - Targeting incorporation of new asset class
to adopt and integrate RBI’s new guidelines as per the circular
consecutive years of strong agricultural production, a post- - Rural markets grew by 8.2% Q-o-Q and 22.3% Y-o-Y - Building robust, data based objective credit assessment dated March 14th 2022. Steadfast focus on post covid realignment
pandemic rebound in contact-intensive services, buoyant growth as of Mar’23 models for managing larger scale operations and growth opportunities fostered by the latent demand and
in bank credit, a healthy banking and financial system and the enabling ecosystem saw the company pivot further strategically
government’s capex push. Slowing global growth, geopolitical - Urban markets witnessed 4.2% Q-o-Q and 11.4% Y-o-Y - Rural retail as the driver for growth of the overall economy
on its core building blocks of Diversification, Financial Prudence,
tensions, upsurge in financial market volatility and tightening growth as of Mar’23 will continue to attract larger allocations from lending
Digital Enablement, Risk Management and Human Capital

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FINANCIAL PERFORMANCE INTERNAL CONTROL AND ITS ADEQUACY HUMAN RESOURCE

(All amounts are in C millions unless otherwise stated) The Company believes in maintaining a strong internal control Our people are our most important assets. We are committed
framework and sees such a framework as an essential prerequisite for to hiring and retaining the best talent and being among the
Particulars For the year ended For the year ended
March 31, 2023 March 31, 2022 the growth of business. The Company has well-documented policies, industry’s leading employers. For this, we focus on promoting
procedures and authorization guidelines in place. Additionally, an a collaborative, transparent and participative and inclusive
Revenue from operations
efficient independent internal audit system is in place to conduct organization culture, and rewarding merit and sustained high
Interest Income 16,001.03 10,643.19 audit of all branches, regional offices, Corporate Office and the performance. Our human resource management focuses on
Fees and commission Income 195.81 13.86 Head Office. allowing our employees to develop their skills and grow in
Net gain on fair value changes 253.81 247.65 their career.
Fusion has built the management reporting and internal control
Net gain on derecognition of financial instruments under amortized cost category 968.58 607.95 systems in place, that enable it to monitor performance, strategy, The Company has setup structured induction process for new
Total Revenue from operations 17,419.23 11,512.65 operations, business environment, procedures, funding, risk and joiners across the nation also providing management programs
Other Income 580.47 500.84 internal control. to upskill the employees. The Company constantly strives to
strengthen our people in alignment with the business needs and
Total Income 17,999.70 12,013.49 Internal Audit in the Company is an independent unit focused on continue to engage them through various initiatives in the field
Expenses improving and enhancing the operations of the organization. It of learning & development opportunities, reward & recognition,
assists the Company in accomplishing its objectives by bringing employee engagement activities & career growth. The company
Finance Costs 6,427.77 4,959.64
in a systematic and disciplined approach to evaluate and improve has provided all kind of support to its people during the covid
Impairment on financial instruments 2,003.69 3,686.93 the effectiveness of Company’s internal control, risk management crisis, comprehensive covid policy was framed covering monetary
Employee benefits expenses 3,255.24 2,330.66 and governance processes. support for tests, hospitalization, and mental well-being.
Depreciation and amortization 74.05 53.71
The internal auditors carry out extensive audits throughout the During the last two years of Covid, the company has been able to
Other expenses 1,119.11 738.29 year across all locations penetrating all functional areas and submit pivot and digitize end-to-end process from sourcing, recruiting,
Total Expenses 12,879.86 11,769.23 their reports to the Audit Committee. onboarding, and engaging with the people, thus removing many
Profit before tax 5,119.84 244.26 frictions in the process.
RISK AND CONCERNS
Tax Expense:
Risk management is embedded in the Company’s operating We are striving for gender balance as a business imperative. We
Current Tax 1,106.06 129.77 know gender balance and more women in leadership roles will
framework. The Company believes that managing risks helps in
Deferred Tax 142.33 (103.06) maximizing returns, ensuring quality portfolio, process optimization help us deliver sustainable growth.
Profit for the year 3,871.45 217.55 and no surprises. CAUTIONARY STATEMENT
Other Comprehensive Income
The Company has integrated risk management practices into Certain statements made in the Management Discussion and
Items that will not be reclassified subsequently to profit or Loss governance and operations. Appropriate systems and tools are in Analysis Report relating to the Company’s objectives, projections,
Re-measurement gains/(loss) on defined benefit plans 4.19 2.96 place for identification, measurement, reporting and managing risks. outlook, expectations, estimates and others may constitute
Income tax effect (1.06) (0.74) The company follows 3 lines of defense approach for managing risks. ‘forward looking statements’ within the meaning of applicable
At the first line of defense are the various Business and Support laws and regulations. Actual results may differ from such
Total Other Comprehensive Income for the year 3.13 2.22
functions, second line is made of Risk Management and Compliance expectations whether expressed or implied. Several factors could
Total Comprehensive Income for the year 3,874.58 219.77 function and third line of defense is the Audit function. make significant difference to the Company’s Operations. These
Net Profit Margin percentage of the Company increased from 1.81% in FY’22 to 21.51% in FY’23 due to reduction in impairment on include climatic and economic conditions affecting demand and
Risk Management policies and processes have been designed for
financial instruments from C 3686.93 Millions in FY’22 to C 2,003.69 Millions in FY’23 and the return on net worth increased from 1.68% supply, government regulations, taxation, and natural calamities
periodic review and mitigation of all the risks faced by organization
in FY’22 to 21.16% in FY’23 due to increase in net profit in FY 2022-23 to C 3871.45 Millions from C 217.55 Millions in FY 2021-22. over which the Company does not have any direct control.
including credit risk, market risk, operational risk, reputation risk,
liquidity risk, technology risk, business and strategic risk, legal and By order of the Board of Directors
OUTLOOK FOR 2023-24
compliance risk. For Fusion Micro Finance Limited
As mentioned earlier, the sector is likely to carry forward the positive traction from the last 2 quarters of FY 22-23. NBFC MFIs will (Formerly Fusion Micro Finance Private Limited)
continue to lead in terms of share of the micro financing sector which as of March 23 stood at ~ 40%. Risk Management at Fusion is an enterprise-wide function backed
by a qualified team of specialists with deep industry experience who Sd/- Sd/-
Most practitioners will continue to focus on strengthening their operational capacities and we anticipate further improvement in the develop frameworks and methodologies for assessing and mitigating Devesh Sachdev Ratna Dharashree Vishwanathan
portfolio performance metrics. With enhanced technology support for the front end field processes and better integration with credit risks. The Risk Management Plan forms the basis for implementation (MD & CEO) (Director)
bureaus especially post roll out of RBI Guidelines in March 22, we see positive traction on productivity numbers and hence improved of risk management strategies and practices in detail. DIN: 02547111 DIN: 07278291
financial metrics across the sector. Place: Gurugram
Dated: August 02, 2023

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Annual Report on Corporate Social Responsibility

ANNEXURE 4 6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): D1,51,75,132
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES (b) Amount spent in Administrative Overheads: D3,25,010
[Pursuant to Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility (c) Amount spent on Impact Assessment, if applicable: Not Applicable
Policy) Rules, 2014, as amended] (d) Total Amount spent for the financial Year [(a)+(b)+(c)]: D1,55,00,142
1. Brief outline on CSR Policy of the Company: (e) CSR amount spent or unspent for the financial year:
In alignment with the vision of the company, Fusion Micro Finance Limited (“FML”) as its CSR initiatives, will continue to enhance
Total Amount Amount Unspent (in D)
value creation in the society and in the community in which it operates, through its services, conduct and initiatives, so as
Spent for the Total Amount transferred to Unspent CSR Amount transferred to any fund specified under Schedule
to promote sustained growth for the society and community in fulfilment of its role as a Socially Responsible Corporate with Financial Year
environmental concern. Account as per section 135(6). VII as per second proviso to section 135(5).
(in D)
Amount. Date of transfer. Name of the Fund Amount Date of transfer
Objective
1,55,00,142 Nil Not Applicable
The main objectives of CSR Policy are:
(a) To directly or indirectly take up programs that benefit the communities in and around FML’s workplace and results, over a period (f ) Excess amount for set off, if any:
of time, in enhancing the quality of life and economic well-being of the local populace.
Sl. No. Particular Amount (in D)
(b) To generate through its CSR initiatives, a community goodwill for FML and help reinforce a positive & socially responsible image
(i) Two percent of average net profit of the company as per section 135(5) 99,61,435
of FML as a corporate entity and as a good Corporate Citizen.
(ii) Total amount spent for the Financial Year 1,55,00,142
(c) Ensure commitment at all levels in the organization, to operate its business in an economically, socially and environmentally
sustainable manner, while recognizing the interest of all its stakeholders (iii) Excess amount spent for the financial year [(ii)-(i)] 55,38,707
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous Nil
2. Composition of CSR Committee as on March 31, 2023: financial years, if any
Sl. Name of Director Designation/ Number of meetings Number of meetings of CSR (v) Amount available for set off in succeeding financial years [(iii)-(iv)] 55,38,707
No. Nature of Directorship of CSR Committee Committee attended during
held during the year the year 7. Details of Unspent CSR amount for the preceding three financial years: Not Applicable

i. Ms. Ratna Dharashree Vishwanathan Chairperson 4 4 8. Whether any capital assets have been created or acquired through Corporate Social Responsibility Amount spent in the
ii. Mr. Devesh Sachdev Member 4 4 Financial Year: No
iii. Mr. Pankaj Vaish Member 4 4
9. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per subsection (5) of section 135:
Not Applicable
3. The web-link where Composition of CSR committee, : Composition of CSR Committee:
CSR Policy and CSR projects approved by the board By order of the Board of Directors
https://fusionmicrofinance.com/investor-relations-2/
are disclosed on the website of the Company. For Fusion Micro Finance Limited
(Formerly Fusion Micro Finance Private Limited)
CSR Policy:
https://fusionmicrofinance.com/corporate-governance#policies Sd/- Sd/-
CSR Projects: Devesh Sachdev Ratna Dharashree Vishwanathan
(MD & CEO) Chairperson of CSR Committee
https://fusionmicrofinance.com/pdf/CSR-DetailedDocument.pdf
Place: Gurugram DIN: 02547111 DIN: 07278291
4. The executive summary along with web-link(s) of CSR : Not Applicable
Dated: August 02, 2023
projects carried out in pursuance of sub-rule (3) of
rule 8 if applicable.

5. (a) Average net profit of the company as per section 135(5): D 49,80,71,769
(b) Two percent of average net profit of the company as per section 135(5): D 99,61,435
(c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: Nil
(d) Amount required to be set off for the financial year, if any: Nil
(e) Total CSR obligation for the financial year [(b)+(c)-(d)]: : D99,61,435

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Annexure 5 *Our company provides financial services and does not undertake any manufacturing activity.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT FY2023 17. Markets served by the entity:
SECTION A: GENERAL DISCLOSURES a. Number of locations
I. Details of the listed entity Locations Nuber
1. Corporate Identity Number (CIN) of the Listed Entity: L65100DL1994PLC061287 National (No. of States) 20
2. Name of the Listed Entity: Fusion Micro Finance Limited International (No. of Countries) Not Applicable as the company serves only in India
3. Year of incorporation: 1994 b. What is the contribution of exports as a percentage of the total turnover of the entity? Not Applicable.
4. Registered office address: H-1, C-Block, Community Centre, Naraina Vihar, New
Delhi - 110028 c. A brief on types of customers
a) Women in Rural / Peri – Urban parts of the country with Annual Household income not exceeding C 3 Lacs ( $ 3800 @ C 79 =
5. Corporate address: Plot no. 86, Institutional Sector 32, Gurugram,
1 USD ). 93% of our portfolio is in the Rural Parts of the country.
Haryana - 122001
b) Purpose for Loan: Income Generation Loans which help them contribute towards their Household Income and in turn helps
6. E-mail: [email protected],
improve the living standards of the family.
[email protected]
c) Nature of Livelihood Activity: Broadly the categories are Agri & Allied, Animal Husbandry, Crafts/Cottage Industry items
7. Telephone: 0124-6910500/600
manufacture, Selling/Making daily consumables in the village.
8. Website: www.fusionmicrofinance.com
IV. Employees
9. Financial year for which reporting is being done: FY 2022-23
18. Details as at the end of Financial Year:
10. Name of the Stock Exchange(s) where shares are listed: NSE & BSE
a. Employees and workers (including differently abled):
11. Paid-up Capital: C 1,006,307,350/-
12. Name and contact details (telephone, email address) of the Name and Designation: Mr. Deepak Madaan, Company S. Particulars Total Male Female
person who may be contacted in case of any queries on the Secretary & Chief Compliance Officer No. (A) No. (B) % (B / A) No. (C) % (C / A)
BRSR report: Contact Details: 01246910500 EMPLOYEES
Email: [email protected] 1. Permanent (D) 10363 10023 96.7% 340 3.28%
13. Reporting boundary - Are the disclosures under this report Standalone Basis 2. Other than Permanent (E) Nil Nil Nil Nil Nil
made on a standalone basis (i.e. only for the entity) or on
3. Total employees (D + E) 10363 10023 96.7% 340 3.28%
a consolidated basis (i.e. for the entity and all the entities
which form a part of its consolidated financial statements, WORKERS
taken together): 4. Permanent (F) N.A.
II. Products/services 5. Other than Permanent (G) N.A.

14. Details of business activities (accounting for 90% of the turnover): 6. Total workers (F + G) N.A.

S. No. Description of Main Activity Description of Business Activity % of Turnover of the entity b. Differently abled Employees and workers:
1. Financial Service Microfinance and related activities 100% S. Particulars Total Male Female
No (A) No. (B) % (B / A) No. (C) % (C / A)
15. Products/Services sold by the entity (accounting for 90% of the entity’s Turnover):
DIFFERENTLY ABLED EMPLOYEES
S. No. Product/Service NIC Code % oftotal Turnover contributed
1. Permanent (D) Nil
1. Microfinance and related activities 64990 100%
2. Other than Permanent (E) Nil
III. Operations 3. Total differently abled employees (D + E) Nil
16. Number of locations where plants and/or operations/offices of the entity are situated: DIFFERENTLY ABLED WORKERS
4. Permanent (F) N.A.
Location Number of plants Number of offices Total
(branches as on 31st March, 2023) 5. Other than permanent (G) N.A.
National Not Applicable* 1086 1086 6. Total differently abled workers (F + G) N.A.

International Not Applicable* Nil Nil

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19. Participation/Inclusion/Representation of women VII. Transparency and Disclosures Compliances

Total No. and percentage of Females 23. Complaints/Grievances on any of the principles (Principles 1 to 9) under the National Guidelines on Responsible Business
(A) Conduct:
No. (B) % (B / A)
Board of Directors 6 2 33.33% Stakeholder Grievance FY 2023 FY 2022
group from Redressal Current Financial Year Previous Financial Year
Key Management Personnel 3 Nil Nil
whom complaint Mechanism in
is received Place (Yes/No) Number of Number of Remarks Number of Number of Remarks
20. Turnover rate for permanent employees and workers (If Yes, then provide complaints complaints complaints complaints
web-link for filed during pending filed during pending
FY 2023 FY 2022 FY 2021 the year resolution the year resolution at
grievance redress
(Turnover rate in current FY) (Turnover rate in previous FY) (Turnover rate in the year at close of close of the
policy)
prior to the previous FY) the year year
Male Female Total Male Female Total Male Female Total
Communities Nil Nil Nil Nil Nil Nil
Permanent Employees 34.12% 0.85% 34.97% 30.58% 0.80% 31.38% 27.43% 0.63% 28.06%
Investors
Permanent Workers N.A. (other than Nil Nil Nil Nil Nil Nil
shareholders)
Yes
V. Holding, Subsidiary and Associate Companies (including joint ventures) Shareholders 44 0 Nil Nil Nil Nil
Website: https://
21. (a) Names of holding / subsidiary / associate companies / joint ventures Employees and fusionmicrofinance. Nil Nil Nil Nil Nil Nil
workers com
S. Name of the holding / Indicate whether % of shares held by Does the entity indicated at column
No. subsidiary / associate holding/ Subsidiary/ listed entity A, participate in the Business Customers Nil Nil Nil Nil Nil Nil
companies / joint ventures Associate/ Joint Responsibility initiatives of the listed Value Chain Nil Nil Nil Nil Nil Nil
(A) Venture entity? (Yes/No) Partners
Not Applicable
24. Overview of the entity’s material responsible business conduct issues
VI. CSR Details
S. Material Indicate Rationale for identifying In case of risk, approach to Financial implications of
22. (i) Whether CSR is applicable as per section 135 of Companies Act, 2013: Yes No. issue whether the risk / opportunity adapt or mitigate the risk or opportunity
(i) Turnover for FY2023 (C In Million)- 17,419.23 identified risk or (Indicate positive or
opportunity negative implications)
(ii) Net worth for FY2023 (C In Million)- 23,219.19
(R/O)
1. Customer Risk The Company provides The Company has Negative. Loss of
Experience financial services to millions always strived to provide reputation may lead to
of rural public where customers with a seamless customer loss, which would
customer experience holds experience by listening be detrimental to company.
the critical role in our to them and driving
Business. Any undesirable continuous transformation.
customer experience could In daily operations, ethics,
result in losing customers transparency, fair practices,
and may also hamper and accountability are
the public image of the deeply ingrained and
company. practiced.
2. Financial Opportunity The reach of financial Distribution networks and Positive Distribution
inclusion services is still not the use of cutting-edge capabilities create
completely penetrated in technological solutions are opportunity for the
Rural Areas in India. used to reach customers Company.
and create an easy customer
experience.

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SECTION B: MANAGEMENT AND PROCESS DISCLOSURES Disclosure Questions P P P P P P P P P

1 2 3 4 5 6 7 8 9
Disclosure Questions P P P P P P P P P
1 2 3 4 5 6 7 8 9 Governance, leadership and oversight
Policy and management processes 7. Statement by director responsible for the business responsibility report, highlighting ESG related challenges, targets and
achievements
1. a. Whether your entity’s policy/policies cover each Y Y Y Y Y Y Y Y Y
principle and its core elements of the NGRBCs. Please refer the message of Managing Director & CEO of the company at the beginning of the Annual report of FY 2022-23.
(Yes/No) 8. Details of the highest authority responsible for DIN : 02547111
b. Has the policy been approved by the Board? (Yes/ Y Y Y Y Y Y Y Y Y implementation and oversight of the Business Name : Mr Devesh Sachdev
No) Responsibility policy (ies).
Designation : Managing Director and Chief Executive Officer
c. Web Link of the Policies, if available The Corporate policies of the Company can be viewed at weblink 9. Does the entity have a specified Committee of the Yes.
https://fusionmicrofinance.com/corporate-governance#policies Board/ Director responsible for decision making on The board of directors and senior management of the Company
2. Whether the entity has translated the policy into Y Y Y Y Y Y Y Y Y sustainability related issues? (Yes / No). If yes, provide monitor various aspects of social, environmental, governance and
procedures. (Yes / No) details. economic responsibilities of the Company on a continuous basis.
3. Do the enlisted policies extend to your value chain Yes. The Company’s Code of Conduct largely imbibes the The performance of the Company from a perspective of business
partners? (Yes/No) responsibility is assessed by the following committees of the board:
above-mentioned principles and the Company strives to influence
its partners in the value chain to participate in the responsible and (i) the Corporate Social Responsibility Committee; and
sustainable business conduct depending upon their means and (ii) the Stakeholders Relationship Committee.
resources. In addition, the Risk Management Committee and the IT Strategy
4. Name of the national and international codes/ ISO 27001 Committee also assesses risks pertaining to certain principles of
certifications/labels/ standards (e.g. Forest Stewardship business responsibility and sustainability.
Council, Fairtrade, Rainforest Alliance, Trustea)
standards (e.g. SA 8000, OHSAS, ISO, BIS) adopted by 10. Details of Review of NGRBCs by the Company:
your entity and mapped to each principle.
Subject for Review Indicate whether review was undertaken by Frequency (Annually/ Half yearly/ Quarterly/
5. Specific commitments, goals and targets set by the The Company strives to be a socially responsible organisation Director / Committee of the Board/ Any other Any other – please specify)
entity with defined timelines, if any. creating a meaningful long-term impact in the lives of customers, Committee
employees, communities, and various stakeholders. The Company
has ensured that its processes and controls are aligned with the P P P P P P P P P P P P P P P P P P
principles of sustainable business practices. 1 2 3 4 5 6 7 8 9 1 2 3 4 5 6 7 8 9

6. Performance of the entity against the specific The Company actively tracks the progress against the action plan to Performance against Y Y Y Y Y Y Y Y Y All the policies of the Company are reviewed
commitments, goals and targets along-with reasons in ensure complete compliance with the established norms. above policies and periodically or on a need basis by department
case the same are not met. follow up action heads, business heads, senior management
personnel/ respective committees and placed
before the Board of Directors as and when
required.
Compliance with The company is in compliance with all the statutory requirements, as applicable.
statutory requirements
of relevance to the
principles, and,
rectification of any non-
compliances

11. Has the entity carried out independent assessment/ evaluation P 1 P2 P3 P4 P5 P6 P7 P8 P9

of the working of its policies by an external agency? (Yes/No).
If yes, provide name of the agency. No. The Evaluation and independent assessment is a continuous
process and is done internally, by the company.

12. If answer to question (1) above is “No” i.e. not all Principles are covered by a policy, reasons to be stated: Not Applicable

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SECTION C: PRINCIPLE WISE PERFORMANCE DISCLOSURE 2. Details of fines / penalties /punishment/ award/ compounding fees/ settlement amount paid in proceedings (by the entity
or by directors / KMPs) with regulators/ law enforcement agencies/ judicial institutions, in the financial year, in the following
PRINCIPLE 1: Businesses should conduct and govern themselves with integrity, and in a manner that is Ethical, Transparent and
format
Accountable.
Monetary
Essential Indicators
NGRBC Name of the Amount Brief of the Case Has an
1. Percentage coverage by training and awareness programmes on any of the Principles during the financial year: Principle regulatory/ (In D ) appeal
enforcement been
Segment Total Topics / principles covered under the %age of persons in respective
agencies/ preferred?
number of training and its impact category covered by the awareness
judicial
training and programmes
institutions
awareness
programmes Penalty/ Fine Not Bombay C 1,15,640/- Non disclosure of line items prescribed under No
held Applicable Stock (inclusive of Regulation 52(4), non submission of the financial
Exchange GST) results for the quarter and half year ended
Board of Directors 2 1) SEBI (Prohibition of Insider Trading) 100%
September30, 2022 under Regulation 52(1) and
Key Managerial Personnel Regulations, 2015 and 100% Non-disclosure of extent and nature of security
2) Strategic levers for Digitalization in created and maintained with respect to secured
Micro Finance Business. listed NCDs under Regulation 54(2) of the Securities
Employees other than 9 Based on Induction & Refresher Trainings  New & Old RO – More than 80% and Exchange Board of India (Listing Obligations
Board of Directors and  About Fusion & Microfinance Finance  BM – 80% and Disclosure Requirements) Regulations, 2015.
KMPs Not Bombay C 23,600/- Delay in submission of the notice of Record Date No
 HR Policies, Benefits, COC and POSH  Collection Officer – 90%
Applicable Stock (inclusive of under Regulation 60(2) of Securities and Exchange
 Product & Business Processes &
Exchange GST) Board of India (Listing Obligations and Disclosure
Policies
Requirements) Regulations, 2015. The company
 Regulators, MFIN COC, CPC, FPC has applied for waiver and the same is pending
 Soft Skills with the stock exchange yet.
 Business Application – mSHAKTI & Not Bombay C 13,21,600/- Nondisclosure of information related to payment No
Web- Shakti Applicable Stock obligations under Regulations 57(1) of Securities
 Role & Career Path Exchange and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
 Capability Building
The company has applied for waiver and the same
 SEBI (Prohibition of Insider Trading) is pending with the stock exchange yet.
Regulations, 2015
Not Bombay C 11,800/- Delay in submission of the notice of Record Date No
Workers Not Applicable Applicable Stock (inclusive of under Regulation 60(2) of Securities and Exchange
Exchange GST) Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The company
has applied for waiver and the same is pending
with the stock exchange yet.
Settlement NIL
Compounding
fee

Non-Monetary
NGRBC Name of the Brief of the Case Has an appeal
Principle regulatory/ been preferred?
enforcement
agencies/
judicial
institutions
Imprisonment Not Applicable
Punishment

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3. Of the instances disclosed in Question 2 above, details of the Appeal/ Revision preferred in cases where monetary or non- consists of having Independent Directors on the Board, the separation of the Board’s supervisory role from the management of the
monetary action has been appealed. Company, the constitution of the various committees of the Board comprises of Independent Directors as Chairpersons. Further,
as per the applicable provisions, the Directors do not participate in discussions on agenda items in which they are interested.
Case Details Name of the regulatory/ enforcement agencies/ judicial
institutions PRINCIPLE 2: Businesses should provide goods and services in a manner that is sustainable and safe
In respect of delay in submission of the notice of Record Date under Regulation 60(2) and payment obligations under Regulations Essential Indicators
57(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015: Waiver
Application Filed and the same is pending with the Stock Exchange. 1. Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the environmental and
social impacts of product and processes to total R&D and capex investments made by the entity, respectively.
4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available, provide a web-
link to the policy. Current Financial Year Previous Financial Year Details of improvements in environmental and
Yes. Fusion Micro Finance Limited is committed to implementing and maintaining the highest standard of corporate governance, social impacts
fiduciary duty, responsibility and ethical behavior. It provides an environment where open and honest communication is the R&D Nil
norm. This policy is available at the website of the company at https://fusionmicrofinance.com/corporate-governance#policies Capex Nil
5. Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law enforcement agency 2. a. Does the entity have procedures in place for sustainable sourcing? Yes, the procurement at Branch Level is processed from
for the charges of bribery/ corruption: local / nearby vendors / suppliers.
FY 2023 FY 2022 b. If yes, what percentage of inputs were sourced sustainably? 100% procurement at Branch Level is processed from local /
Directors Nil Nil nearby vendors / suppliers.
KMPs Nil Nil 3. Describe the processes in place to safely reclaim your products for reusing, recycling and disposing at the end of life, for (a)
Employees Nil Nil Plastics (including packaging) (b) E-waste (c) Hazardous waste and (d) other waste.
Workers NA NA The Company, being an NBFC-MFI, provide financial services to its customers and is not a manufacturing entity. Hence, the process
to safely reclaim the above stated products is not applicable on the Company.
6. Details of complaints with regard to conflict of interest:
4. Whether Extended Producer Responsibility (EPR) is applicable to the entity’s activities (Yes / No). If yes, whether the waste
FY 2023 FY 2022 collection plan is in line with the Extended Producer Responsibility (EPR) plan submitted to Pollution Control Boards? If not,
(Current Financial Year) (Previous Financial Year)
provide steps taken to address the same.
Number Remarks Number Remarks
Based on the nature of the Business, the same is not applicable on the Company.
Number of complaints received in relation to issues of Conflict of NIL - NIL -
Interest of the Directors Leadership Indicators
Number of complaints received in relation to issues of Conflict of NIL - NIL - 1. Has the entity conducted Life Cycle Perspective / Assessments (LCA) for any of its products (for manufacturing industry) or
Interest of the KMPs for its services (for service industry)? If yes, provide details in the following format?

7. Provide details of any corrective action taken or underway on issues related to fines / penalties / action taken by regulators/ NIC Code Name of % of total Boundary for Whether Results communicated in
law enforcement agencies/ judicial institutions, on cases of corruption and conflicts of interest. Product / Turnover which the Life conducted by public domain (Yes/No)
Service contributed Cycle Perspective independent If yes, provide the web-link.
Not Applicable. / Assessment was external agency
conducted (Yes/No)
Leadership Indicators
1. Awareness programmes conducted for value chain partners on any of the Principles during the financial year: Not Applicable

Total number of awareness Topics / principles covered under %age of value chain partners covered (by 2. If there are any significant social or environmental concerns and/or risks arising from production or disposal of your products
programmes held the training value of business done with such partners) / services, as identified in the Life Cycle Perspective / Assessments (LCA) or through any other means, briefly describe the
under the awareness programmes same along-with action taken to mitigate the same. Not applicable
NIL

2. Does the entity have processes in place to avoid/ manage conflict of interests involving members of the Board? (Yes/No) If Yes,
provide details of the same.
In compliance with the SEBI Listing Regulations, the Board of Directors of the Company has laid down the Code of Conduct for
the Board and the senior management personnel of the Company. The Board from time-to-time review and update the Code of
Conduct as per prevailing relevant laws as applicable. Further, the Corporate Governance framework adopted by the Company

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3. Percentage of recycled or reused input material to total material (by value) used in production (for manufacturing industry) 2. Details of retirement benefits, for Current FY and Previous Financial Year.
or providing services (for service industry). Not applicable
Benefits FY 2023 FY 2022
4. Of the products and packaging reclaimed at end of life of products, amount (in metric tonnes) reused, recycled, and safely Current Financial Year Previous Financial Year
disposed. Not applicable
No. of No. of Deducted No. of No. of workers Deducted and
5. Reclaimed products and their packaging materials (as percentage of products sold) for each product category. Not applicable employees workers and employees covered as a % deposited with
covered as a covered as a deposited covered as of total workers the authority
PRINCIPLE 3: Businesses should respect and promote the well-being of all employees, including those in their value chains % of total % of total with the a % of total (Y/N/N.A.)
employees workers authority employees
Essential Indicators (Y/N/N.A.)
1. a. Details of measures for the well-being of employees: PF 99.89% N.A. Yes 99.81% N.A. Yes
Category % of employees covered by Gratuity 100% N.A. N.A. 100% N.A. N.A.

Total Health insurance Accident insurance Maternity Paternity Benefits Day Care facilities ESI 79.59% N.A. N.A. 76.52% N.A. N.A.
(A) benefits
3. Accessibility of workplaces
Number % Number % Number % Number % Number %
(B) (B / A) (C) (C / A) (D) (D / A) (E) (E / A) (F) (F / A) Are the premises / offices of the entity accessible to differently abled employees and workers, as per the requirements of the
Rights of Persons with Disabilities Act, 2016? If not, whether any steps are being taken by the entity in this regard: Yes
Permanent employees
Male 10023 2405 23.99% 9286 92.65% Nil Nil 912 9.10% N.A. N.A. 4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so, provide a web-
Female 340 99 29.12% 228 67.06% 7 2.06% Nil Nil N.A. N.A. link to the policy. The Company has an equal opportunity and non-discrimination policy. The Organization does not differentiate
between gender, race, color, caste, religion or any other factor. This policy is available on the website of the company at
Total 10363 2504 9514 7 912 N.A.
https://fusionmicrofinance.com/corporate-governance#policies
Other than Permanent employees
Male N.A. 5. Return to work and Retention rates of permanent employees and workers that took parental leave.
Female N.A. Gender Permanent employees Permanent workers
Total N.A. Return to work rate Retention rate Return to work rate Retention rate
Male 100% 72.25% NA
b. Details of measures for the well-being of workers:
Female 100% 71.43% NA
Category % of workers covered by
6. Is there a mechanism available to receive and redress grievances for the following categories of employees and worker? If yes,
Total Health insurance Accident insurance Maternity Paternity Benefits Day Care facilities
(A) benefits give details of the mechanism in brief.

Number % Number % Number % Number % Number % Permanent Workers: Not Applicable

(B) (B / A) (C) (C / A) (D) (D / A) (E) (E / A) (F) (F / A) Other than Permanent Workers : Not Applicable
Permanent employees Permanent Employees: FMFL Grievance Policy is in place to resolve employee queries
Male N.A.
Other than Permanent Employees: Not Applicable
Female N.A.
Total N.A.
Other than Permanent employees
Male N.A.
Female N.A.
Total N.A.

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7. Membership of employees and worker in association(s) or Unions recognised by the listed entity: 9. Details of performance and career development reviews of employees and worker:

Category FY 2023 FY 2022 Category FY 2023 FY 2022

(Current Financial Year) (Previous Financial Year) (Current Financial Year) (Previous Financial Year)
Total employees No. of % (B / A) Total No. of employees % (D / C) Total Number %age Total Number %age
/ workers in employees employees /workers in
respective / workers in / workers in respective
category (A) respective respective category, who A B (B/A) C D (D/C)
category, who category (C) are part of
are part of association(s) or Employees
association(s) Union
-Male 10023 6405 63.90% 8517 5060 59.41%
or Union (B) (D)
-Female 340 180 52.94% 199 127 63.82%
Total Permanent Employees
Total 10363 6585 8716 5187
-Male N.A.
Workers
-Female N.A.
-Male N.A.
Total Permanent Workers
-Female N.A.
-Male N.A.
Total N.A.
-Female N.A.
10. Health and safety management system:
8. Details of training given to employees and workers:
a. Whether an occupational health and safety management system has been implemented by the entity?) If yes, the
Category FY 2023 FY 2022 coverage such system? Yes. Through various sessions of Trainings & Workshops the employees are made aware of
(Current Financial Year) (Previous Financial Year) Occupational Health and Safety Measures. Furthermore, Branches & Office Locations are regularly audited for analyzing real-
Total On Health and On Skill Total On Health and On Skill upgradation time variances, to address them at the earliest and take corrective actions, if required.
(A) safety measures upgradation (D) safety measures b. What are the processes used to identify work-related hazards and assess risks on a routine and non-routine basis by the
entity? Not Applicable
No. % No. % No. % No. %
c. Whether you have processes for workers to report the work related hazards and to remove themselves from such risks.
(B) (B/A) (C) (C / A) (E) (E / D) (F) (F / D)
Not Applicable
Employees
d. Do the employees/ worker of the entity have access to non-occupational medical and healthcare services? Yes
-Male 9625 7705 80% 9625 100% 6281 5225 83% 6281 100%
-Female 221 221 100% 0 0 37 37 100% 0 - 11. Details of safety related incidents, in the following format:
Total 9846 7926 - 9625 - 6318 5262 - 6281 100% Safety Incident/Number Category FY 2023 FY 2022
Workers Current Financial Year Previous Financial Year
-Male Lost Time Injury Frequency Rate (LTIFR) (per one Employees NIL NIL
million-person hours worked) Workers N.A. N.A.
-Female N.A.
Total Total recordable work-related injuries Employees NIL NIL
Workers N.A. N.A.
No. of fatalities Employees NIL NIL
Workers N.A. N.A.
High consequence work-related injury or ill-health Employees NIL NIL
(excluding fatalities) Workers N.A. N.A.

12. Describe the measures taken by the entity to ensure a safe and healthy work place.
Through various sessions of Trainings & Workshops the employees are made aware of Occupational Health and Safety Measures.
Furthermore, Branches & Office Locations are regularly audited for analyzing real-time variances, to address them at the earliest
and take corrective actions, if required.

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13. Number of Complaints on the following made by employees: 6. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from assessments of
health and safety practices and working conditions of value chain partners.
FY 2023 FY 2022
(Current Financial Year) (Previous Financial Year) – No such incident occurred which required any corrective action.
Filed during Pending Remarks Filed during Pending Remarks PRINCIPLE 4: Businesses should respect the interests of and be responsive to all its stakeholders
the year resolution at the year resolution at
the end of year the end of year Essential Indicators
Working NIL 1. Describe the processes for identifying key stakeholder groups of the entity.
Conditions The Company is engaged in providing financial services to women entrepreneurs belonging to the economically and socially
Health & Safety NIL deprived section of the society. The key stakeholders of the Company are shareholders, investors, customers, Government and
regulators, Employees, Society.
14. Assessments for the year:
2. List stakeholder groups identified as key for your entity and the frequency of engagement with each stakeholder group.
% of your plants and offices that were assessed (by entity or statutory authorities or
third parties) Stakeholder Whether identified Channels of communication Frequency of Purpose and scope of
Group as Vulnerable & (Email, SMS, Newspaper, engagement engagement including key
Health and safety practices The Company endeavors to provide safe, hygienic, sanitized environment, to ensure the overall
Marginalized Group Pamphlets, Advertisement, (Annually/ Half topics and concerns raised
Working Conditions health & safety of the employees. Regular audits by internal teams are conducted to ensure the
(Yes/No) Community Meetings, Notice yearly/ Quarterly during such engagement
upkeep of working conditions besides complying with health & safety measures.
Board, Website), Other / others – please
specify)
15. Provide details of any corrective action taken or underway to address safety-related incidents (if any) and on significant risks
Shareholder No Quarterly results, Investor Ongoing To answer investor queries
/ concerns arising from assessments of health & safety practices and working conditions.
and Investor presentations, Annual Report, engagement on financial performance, To
No such safety related incident occurred which required any corrective action. Annual General Meeting, with at least one present business performance
Investor/analysts calls and meet, engagement on a highlights to investors, To
Leadership Indicators Media releases, Website. quarterly basis discuss publicly available
1. Does the entity extend any life insurance or any compensatory package in the event of death of (A) Employees (B) Workers. Company information to
shareholders and investors
(A) Yes, all employees are covered under Group Term Life Policy of the Company. In the event of Death, the family is covered
appropriately, as per eligibility criteria’s. (B) Not Applicable Customer No Multiple channels – physical and Frequent and Servicing throughout the
digital need-based lifecycle of the customer and
2. Provide the measures undertaken by the entity to ensure that statutory dues have been deducted and deposited by the value address queries/ grievances
chain partners. All the Statutory Dues are being paid on time to the concerned Departments. that the customer may have at
any time.
3. Provide the number of employees / workers having suffered high consequence work- related injury / ill-health / fatalities Government No Meetings with key Need-based Seeking clarifications and
who have been are rehabilitated and placed in suitable employment or whose family members have been placed in and regulatory bodies, Written relaxation, communicating
suitable employment: Regulators communications,Presentations, challenges and providing
Industry associations. recommendations, knowledge
Total no. of affected employees/ workers No. of employees/workers that are rehabilitated and placed sharing, regulatory
in suitable employment or whose family members have inspections and queries.
been placed in suitable employment
Employees No Multiple channels – physical and Frequent and To create a thriving, safe and
FY2023 FY2022 FY2023 FY2022 digital need-based inclusive workplace for its
(Current Financial (Previous Financial (Current Financial Year) (Previous Financial Year) employees and providing
Year) Year) merit-based opportunities for
Employees NIL NIL NIL NIL professional development and
growth.
Workers N.A. N.A. N.A. N.A.
Society Yes, with regard Multiple channels – physical and Frequent and To promote social welfare
4. Does the entity provide transition assistance programs to facilitate continued employability and the management of career to the general digital need-based activities for inclusive
endings resulting from retirement or termination of employment? Yes. However, there have been no cases of retirement or public for which growth, fair and equitable
layoffs in the company so far. the CSR activities of development and wellbeing
the Company are of society through our
5. Details on assessment of value chain partners: implemented. business functioning
% of value chain partners (by value of business donewith such partners) that were assessed
Health and safety practices The Company holds the expectation from all the value chain partners to adhere with the
Working Conditions applicable provisions encompassing the health & safety measures and providing favorable
working conditions to their workforce.

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Leadership Indicators 2. Details of minimum wages paid to employees and workers, in the following format:
1. Provide the processes for consultation between stakeholders and the Board on economic, environmental, and social topics or Minimum Wages – All employees of the Company are paid compensation as per Minimum Wages applicable, as per Law.
if consultation is delegated, how is feedback from such consultations provided to the Board.
Category FY 2023 FY2022
The senior management team is in regular communication with the stakeholders and any feedback received from the stakeholders, Current Financial Year Previous Financial Year
if required by any provisions of applicable laws, is communicated to the Board as a part of business performance updates on a
quarterly basis. Total (A) Equal to Minimum More than Total (D) Equal to More than
Wage Minimum Wage Minimum Wage Minimum Wage
2. Whether stakeholder consultation is used to support the identification and management of environmental, and social topics.
If so, provide details of instances as to how the inputs received from stakeholders on these topics were incorporated into No. % No. % No. % No. %
(B) (B /A) (C) (C /A) (E) (E /D) (F) (F /D)
policies and activities of the entity.
Employees
There were no specific observations made by any stakeholder during the financial year.
Permanent
3. Provide details of instances of engagement with, and actions taken to, address the concerns of vulnerable/ marginalized Male 10023 236 2.35% 9787 97.65% 8517 1511 17.74% 7006 82.26%
stakeholder groups.
Female 340 1 0.29% 339 99.71% 199 31 15.58% 168 84.42%
Company through their CSR policy have taken up various initiatives and activities for the benefit of different segments of the Total 10363 237 10126 8716 1542 7174
society, with focus on the marginalized, poor, needy, deprived, under-privileged and differently abled persons.
Other than Permanent
PRINCIPLE 5: Businesses should respect and promote human rights Male N.A

Essential Indicators Female N.A

Workers
1. Employees and workers who have been provided training on human rights issues and policy(ies) of the entity, in the following
format: Permanent
Male N.A
Category FY 2023 FY 2022
Current Financial Year Previous Financial Year Female N.A
Other than Permanent
Total (A) No. of % (B / A) Total (C) No. of % (D / C)
employees employees Male N.A
workers workers Female N.A
covered (B) covered (D)
Employees 3. Details of remuneration/salary/wages, in the following format:
Permanent 10363 10363 100% 8716 8716 100% Male Female
Other than permanent Number Median remuneration/ salary/ Number Median remuneration/ salary/
N.A.
Total Employees wages of respective category wages of respective category
Workers Board of Directors 4 18,71,536 2 Nil
Permanent N.A. Key Managerial 3 5,87,495 Nil Nil
Other than permanent N.A. Personnel (KMP)
Total Workers N.A. Employees other than 10,020 13,200 Nil Nil
Board of Directors and
KMP
Workers Nil Nil Nil Nil
Note: KMPs are MD & CEO, CFO and CS

4. Do you have a focal point (Individual/ Committee) responsible for addressing human rights impacts or issues caused or
contributed to by the business?
Yes, the company have Toll Free Number for resolving all types of grievances of employees. a Toll Free Number for resolving all
types of grievances of employees.

5. Describe the internal mechanisms in place to redress grievances related to human rights issues. The company has a well
defined grievance redressal mechanism in place for its employees, where they can report their concerns and seek redressal for
the same. The company has also laid down the principles of equal opportunities, anti-corruption, anti-bribery, fair & transparent

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employment practices, prohibition of child & forced labour, safe & healthy work environment, tobacco, alcohol & drug free Disabilities Act, 2016? Yes
workplace among others.
4. Details on assessment of value chain partners:
6. Number of Complaints on the following made by employees and workers:
% of value chain partners (by value of business done with
FY 2023 FY 2022 such partners) that were assessed
Current Financial Year Previous Financial Year
Sexual Harassment The Company holds the expectation from all the value chain
Filed during Pending Remarks Filed during Pending Remarks
Discrimination at workplace partners to adhere with the provisions of applicable laws.
the year resolution the year resolution
at the end of at the end of Child Labour
year year
Forced Labour/Involuntary Labour
Sexual Harassment NIL Wages
Discrimination at workplace NIL Others – please specify
Child Labour NIL
5. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from the assessments
Forced Labour/Involuntary NIL
Labour at Question 4 above.

Wages NIL No such instance has been reported to the company by value chain partners, which required any corrective action.
Other human rights related issues NIL PRINCIPLE 6: Businesses should respect and make efforts to protect and restore the environment
7. Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases. Essential Indicators
The company has Prevention of Work Harassment Policy in place to address the same. 1. Details of total energy consumption (in Joules or multiples) and energy intensity, in the following format:
8. Do human rights requirements form part of your business agreements and contracts? Parameter FY 2023 FY 2022
The Company strives to inculcate the values related to human rights, in its policies applicable at all levels of the organization and (Current Financial (Previous Financial
Year) Year)
engagements with all of its stakeholders.
Total electricity consumption (A) (in GJ)* 1316.08 1105.12
9. Assessments for the year: Total fuel consumption (B) NIL NIL
% of your plants and offices that were assessed Energy consumption through other sources © NIL NIL
(by entity or statutory authorities or third parties) Total energy consumption (A+B+C) (in GJ) 1316.08 1105.12

Child labour The Company is in compliance with the provisions of applicable

laws. Energy intensity per million of total revenue from operations (Total energy 0.07 0.09
Forced/involuntary labour consumption/ total revenue from operations in million)
Sexual harassment Energy consumption of Head office and Corporate office is considered.
Discrimination at workplace
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? If yes, name
Wages of the external agency. Not Applicable
Others – please specify
2. Does the entity have any sites / facilities identified as designated consumers (DCs) under the Performance, Achieve and
10. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from the assessments Trade (PAT) Scheme of the Government of India? (Y/N) If yes, disclose whether targets set under the PAT scheme have been
at Question 9 above. Not Applicable. achieved. In case targets have not been achieved, provide the remedial action taken, if any. Not Applicable
Leadership Indicators 3. Provide details of the following disclosures related to water, in the following format: Not Applicable
1. Details of a business process being modified / introduced as a result of addressing human rights grievances/complaints. Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes,
There have been no human rights grievances / complaints warranting modification / introduction of business processes. name of the external agency. : Not applicable
4. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its coverage and implementation.
2. Details of the scope and coverage of any Human rights due-diligence conducted. Not Applicable.
Not Applicable
3. Is the premise/office of the entity accessible to differently abled visitors, as per the requirements of the Rights of Persons with 5. Please provide details of air emissions (other than GHG emissions) by the entity, in the following format: Not Applicable
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency. : Not applicable

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6. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in the following format: Not 2. Provide the following details related to water discharged: Not Applicable
Applicable 3. Water withdrawal, consumption and discharge in areas of water stress (in kilolitres): Not Applicable
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? If yes, name 4. Please provide details of total Scope 3 emissions & its intensity, in the following format: Not Applicable
of the external agency. Not Applicable
5. With respect to the ecologically sensitive areas reported at Question 10 of Essential Indicators above, provide details
7. Does the entity have any project related to reducing Green House Gas emission? If Yes, then provide details. The Company of significant direct & indirect impact of the entity on biodiversity in such areas along-with prevention and remediation
has undertaken a plantation initiative as part of Corporate Social Responsibility with the aim of growing greenery and improving activities. Not Applicable
the environment. Fruit and medicinal saplings were planted across villages, government schools, aanganwadi centres, panchayat
offices, and public spaces in Haridwar, Uttarakhand. The extensive area covered by this effort is intended to enhance air quality, 6. If the entity has undertaken any specific initiatives or used innovative technology or solutions to improve resource efficiency,
sustain the ecosystem, and bring benefits to the communities.. or reduce impact due to emissions / effluent discharge / waste generated, please provide details of the same as well as
outcome of such initiatives, as per the following format: Not Applicable
8. Provide details related to waste management by the entity. Not Applicable 7. Does the entity have a business continuity and disaster management plan? Give details in 100 words/ web link.
9. Briefly describe the waste management practices adopted in your establishments. Describe the strategy adopted by your The Company has a comprehensive business continuity plan and disaster recovery management. There is a separate DR
company to reduce usage of hazardous and toxic chemicals in your products and processes and the practices adopted to environment and defined RTO and RPO. All the required resources are in place and clear roles and responsibilities are assigned to
manage such wastes. Given the nature of the business, there is no usage of hazardous and toxic chemicals by in the company team members. Broadly, there are three teams, Emergency Response Team, Disaster Recovery Team and Business Recovery Team
10. If the entity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife sanctuaries, to manage any disaster situation. Also, there is a yearly DR drill.
biosphere reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones etc.) where environmental approvals / 8. Disclose any significant adverse impact to the environment, arising from the value chain of the entity. What mitigation or
clearances are required, please specify details in the following format: Not Applicable adaptation measures have been taken by the entity in this regard. Given the nature of the business, there has been no adverse
11. Details of environmental impact assessments of projects undertaken by the entity based on applicable laws, in the current impact to the environment.
financial year: Not Applicable 9. Percentage of value chain partners (by value of business done with such partners) that were assessed for environmental
12. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India; such as the Water (Prevention impacts. Not Applicable
and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment protection act and rules thereunder
(Y/N). If not, provide details of all such non-compliances, in the following format: Not Applicable PRINCIPLE 7 Businesses, when engaging in influencing public and regulatory policy, should do so in a manner that is responsible
and transparent
Leadership Indicators
1. Provide break-up of the total energy consumed (in Joules or multiples) from renewable and non-renewable sources, in the Essential Indicators
following format:
1. a. Number of affiliations with trade and industry chambers/ associations.
Parameter FY 2023 FY 2022
The company is a member of 1 trade and industry chambers/associations.
(Current Financial Year) (Previous Financial Year)
From renewable sources b. List the top 10 trade and industry chambers/ associations (determined based on the total members of such body) the entity
Total electricity consumption (A) NIL NIL is a member of/ affiliated to.
Total fuel consumption (B) NIL NIL S. No. Name of the trade and industry chambers/ Reach of trade and industry chambers/ associations
Energy consumption through other sources (C) NIL NIL associations (State/National)
Total energy consumed from renewable sources NIL NIL 1 Microfinance Institutions Network (MFIN) National
(A+B+C)
2. Provide details of corrective action taken or underway on any issues related to anti- competitive conduct by the entity, based
From non-renewable sources
on adverse orders from regulatory authorities.
Total electricity consumption (D) 1316.08 1105.12
NIL
Total fuel consumption (E) NIL NIL
Energy consumption through NIL NIL Leadership Indicators
other sources (F) 1. Details of public policy positions advocated by the entity: NIL
Total energy consumed from non-renewable 1316.08 1105.12
sources (D+E+F)
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external
agency. Not Applicable

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PRINCIPLE 8: Businesses should promote inclusive growth and equitable development 4. Details of the benefits derived and shared from the intellectual properties owned or acquired by your entity (in the current
Essential Indicators financial year), based on traditional knowledge:

1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in the current Intellectual Property based on Traditional knowledge Owned/Acquired Benefit Basis of
financial year. (yes/No) Shared Calculating
(Yes/No) Benefit share
Name and brief SIA Date of Whether conducted by Results communicated Relevant Web link Application No: 1926480 Owned No N/A
details of project Notification notification independent external in public domain (Yes/
No. agency (Yes / No) No) Class: 36
N.A. Journal No. 1687
Status: Registered
2. Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being undertaken by your
entity, in the following format: 5. Details of corrective actions taken or underway, based on any adverse order in intellectual property related disputes wherein
usage of traditional knowledge is involved.
S. No. Name of Project State District No. of Project % of PAFs Amounts No. paid to PAFs in
for which R&R is Affected Families covered by R&R the FY (In D ) Name of Authority Brief of case Corrective Action
ongoing (PAFs)
None N/A N/A
Nil
6. Details of beneficiaries of CSR Projects:
3. Describe the mechanisms to receive and redress grievances of the community. Fusion Micro Finance Limited has provided
mechanisms to receive and redress grievances of various stakeholders. Details of such mechanisms is available on the website of S.No CSR Project No. of persons benefitted % of beneficiaries
the company at www.fusionmicrofinance.com. from CSR projects from vulnerable and
marginalized groups
4. Percentage of input material (inputs to total inputs by value) sourced from suppliers: Not Applicable 1 Promoting Education 14,629 100%, since the objective
Leadership Indicators • Financial and Digital Literacy program for rural of CSR programs of
communities the company is to
1. Provide details of actions taken to mitigate any negative social impacts identified in the Social Impact Assessments (Reference: reach out and benefit
Question 1 of Essential Indicators above): • Scholarship Program for underprivileged girls underprivileged,
• Stationery Distribution for rural children vulnerable, and
Details of negative social impact identified Corrective action taken
2 Promoting Health 22,331 marginalized communities.
N.A. NA.
• Health Check-up
2. Provide the following information on CSR projects undertaken by your entity in designated aspirational districts as • Mobile Medical Van
identified by government bodies: • Wheelchair Distribution
• Eyecare project
S.No State Aspirational District Amount spent (In D )
• Menstrual Hygiene Management
1 Bihar Araria, Gaya, Jamui, Katihar, Purnia, Sheikhpura 2,94,973
3 Promoting Livelihood 100
2 Gujarat Dahod 1,07,309
• Agricultural Initiative for farmers
3 Jharkhand Chatra, Dumka, Pakur, Palamu, Ranchi, Sahebganj 4,10,852
4 WASH 1,975
4 Madhya Pradesh Damoh, East Nimar, Guna, Vidisha 2,68,247 • Waterwheel provided to marginalized community
5 Odisha Kalahandi 11,65,860 • Water purifier facilities in govt. schools
6 Rajasthan Baran 25,913 5 Relief and Welfare 15,208
7 Tamil Nadu Ramanathapuram 1,09,322 • Support to flood victims
8 Uttar Pradesh Sonbhadra 58,324 6 Environmental Sustainability 18,500
9 Uttarakhand Haridwar, Udham Singh Nagar 10,17,195 • Plantation drive
7 Promoting Sports 304
3. (a) Do you have a preferential procurement policy where you give preference to purchase from suppliers comprising
• Support to National Athletes
marginalized /vulnerable groups? Not Applicable
• Sports activity at the govt school
(b) From which marginalized /vulnerable groups do you procure? Not Applicable
(c) What percentage of total procurement (by value) does it constitute? 100% procurement at Branch Level is processed from
local / nearby vendors.

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PRINCIPLE 9: Businesses should engage with and provide value to their consumers in a responsible manner 2. Steps taken to inform and educate consumers about safe and responsible usage of services:
Essential Indicators Every customer has to mandatorily go through a training module called CGT (Compulsory Group Training) wherein the customers
1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback. are made aware of all details, terms and conditions, modalities, usage related to the loan product that they are availing from
Fusion and in addition, also to the modalities as mandated under the Joint Liability Group lending model, conduct of centre
The broad principles kept in view in framing a customer complaint resolution mechanism are as under: meetings, credit discipline relevance and importance etc.
- Customers are served with courtesy, respect, transparency and timely redressal.
- Customers must be treated with fairly manner. 3. Mechanisms in place to inform consumers of any risk of disruption/discontinuation of essential services:
- Complaints are addressed within a reasonable time frame and to the satisfaction of the customers. All customers are assigned a designated Relationship Officer who is their SPOC (Single Point of Contact) right from the time of
- Strategies are in place to improve customer service on a continuous basis to minimize the scope for grievances. loan sourcing to collections. Secondly, given that all customers are required to mandatorily mention their contact numbers in the
Further, as part of excellence in Customer Service the Fair Practices Code in vernacular language shall be suitably displayed in Loan Application Form, sms or whatsapp campaigns apprising them of any special / urgent event can be run. Additionally, the
all the branches and Head office. This is designed to provide proactive, timely and satisfactory resolution to customer issues. A customers’ loan cards carry the toll free help line number and they can also reach out to us in case of any such event.
grievance can be considered as finally resolved normally only after the customer gives a communication to that effect either in 4. Does the entity display product information on the product over and above what is mandated as per local laws? (Yes/No/Not
writing or over telephone Applicable) If yes, provide details in brief. Did your entity carry out any survey with regard to consumer satisfaction relating
to the major products / services of the entity, significant locations of operation of the entity or the entity as a whole? (Yes/No)
2. Turnover of products and/ services as a percentage of turnover from all products/service that carry information about:
Not Applicable The Company does not have a tangible / physical product. The Company is in the business of providing financial services and
details of our offerings are available on our website.
3. Number of consumer complaints in respect of the following:
5. Provide the following information relating to data breaches:
FY 2023 Remarks FY2022 (Previous Financial Remarks
(Current Financial Year) Year) a. Number of instances of data breaches along-with impact - NIL

Received Pending Received Pending b. Percentage of data breaches involving personally identifiable information of customers - NIL
during the resolution at during the resolution at
year end of year year end of year
Data privacy NIL NIL NIL NIL NIL NIL
Advertising NIL NIL NIL NIL NIL NIL
Cyber-security NIL NIL NIL NIL NIL NIL
Delivery of NIL NIL NIL NIL NIL NIL
essential services
Restrictive Trade NIL NIL NIL NIL NIL NIL
Practices
Unfair Trade NIL NIL NIL NIL NIL NIL
Practices
Other 1886 61 1214 21 NIL

4. Details of instances of product recalls on account of safety issues: Not Applicable

5. Does the entity have a framework/ policy on cyber security and risks related to data privacy? (Yes/No) If available, provide a
web-link of the policy.
Yes, www.fusionmicrofinance.com
6. Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of essential
services; cyber security and data privacy of customers; re-occurrence of instances of product recalls; penalty / action taken by
regulatory authorities on safety of products / services.
NIL
Leadership Indicators
1. Channels / platforms where information on products and services of the entity can be accessed (provide web link, if available).
Information relating to products and other services is available on company’s website at www.fusionmicrofinance.com

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Details of Remuneration

ANNEXURE 6 Deepak Chief CS *5,320,766 Full time 01-Jun-13 36 15 Almondz No

STATEMENT OF INFORMATION TO BE FURNISHED PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 Madaan Compliance employment Capital and
Officer Management
(“THE ACT”) READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL Services Ltd.
PERSONNEL) RULES, 2014 Sanjay Chief Risk CA 5,124,422 Full time 02-Sep-20 47 24 Satin Credit No
Vishwanath Officer employment Care
S. PARTICULARS DISCLOSURES Choudhary
No.
Naveen Chief MBA *5,095,091 Full time 17-Sep-19 45 20 Aviva Life No
(i) the ratio of the remuneration of each director to the median Managing Director & CEO: 77/ 1 Kumar Technology employment Insurance
remuneration of the employees of the company for the financial year; Mangle Officer

(ii) the percentage increase in remuneration of each director, Chief Increase in Remuneration: Satish Mani Senior Vice B. Com 4,887,878 Full time 08-Apr-15 51 29 GE No
President employment Commercial
Financial Officer, Chief Executive Officer, Company Secretary or Chief Executive Officer: 10% Finance
Manager, if any, in the financial year; Chief Financial Officer: 10%
Company Secretary: 12% Praveen Deputy Vice MBA 4,303,379 Full time 12-Jan-15 48 19 Arohan No
Kumar President employment Financial
(iii) the percentage increase in the median remuneration of employees in 9.06% (for the financial year 22 – 23) Service Pvt.
the financial year; Ltd.

(iv) the number of permanent employees on the rolls of company as on 10,363 *Excluding one-time bonus
March 2023;
B. Name of every employee of the company who –
(v) average percentile increase already made in the salaries of employees The average increase in the salaries of employees
other than the managerial personnel in the last financial year and was 9.06% and the average increase in the a. if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less
its comparison with the percentile increase in the managerial managerial remuneration (CEO, CFO & CS) was than one Crore and two Lakh rupees: Mr. Devesh Sachdev, Managing Director & CEO and Mr. Tarun Mehndiratta, Chief Operating
remuneration and justification thereof and point out if there are 10.66%. Officer – MFI.
any exceptional circumstances for increase in the managerial
Employee Designation Qualification Remuneration Nature of Date of Age Experience Last Whether
remuneration;
Name Received employment Commencement (In Years) Employment relative
(vi) Affirmation that the remuneration is as per the remuneration policy of Yes of Employment Details of any
director/
the company. manager
Devesh Managing MBA 45,631,066 Full time 01-Jan-10 50 26 BSA Logistics No
STATEMENT OF INFORMATION TO BE FURNISHED PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 (“THE Sachdev Director employment
ACT”) READ WITH RULE 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL & Chief
PERSONNEL) RULES, 2014 Executive
Officer
A. The detail of top ten employees in terms of remuneration drawn is as follows:
Tarun Chief MBA *12,851,550 Full time 19-Jun-17 53 31 SBI Cards No
Mehndiratta Operating employment
Employee Designation Qualification Remuneration Nature of Date of Age Experience Last Whether
Officer - MFI
Name Received employment Commencement (In Years) Employment relative of
of Employment Details any director/
manager *Excluding one-time bonus

Devesh Managing MBA 45,631,066 Full time 01-Jan-10 50 26 BSA Logistics No b. if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate,
Sachdev Director & employment
was not less than eight Lakh and fifty thousand rupees per month: Nil
Chief Executive
Officer
c. if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or
Tarun Chief MBA *12,851,550 Full time 19-Jun-17 53 31 SBI Cards No
Mehndiratta Operating employment
as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director
Officer - MFI or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares
Kamal Kumar Chief CA 10,124,572 Full time 22-Jul-19 50 23 Religare No of the company: Nil
Kaushik Operating employment Housing
Officer - MFI Development By order of the Board of Directors
Finance. For Fusion Micro Finance Limited
Gaurav Chief Financial CA, MBF *9,483,415 Full time 03-Feb-16 44 19 Avantha No (Formerly Fusion Micro Finance Private Limited)
Maheshwari Officer employment Group

Ankush Senior Vice MBE 8,680,062 Full time 03-Aug-15 44 20 Magma No Sd/- Sd/-
Ahluwalia President employment Fincorp Ltd. Devesh Sachdev Ratna Dharashree Vishwanathan
(MD and CEO ) (Director)
DIN: 02547111 DIN: 07278291
Place: Gurugram
Dated: August 02, 2023

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INDEPENDENT
AUDITOR’S REPORT
To The Members of Fusion Micro Finance Limited

Report on the Audit of the Financial Statements

Opinion Sr. Key Audit Matter Auditor’s Response

We have audited the accompanying financial statements of 143(10) of the Act. Our responsibilities under those Standards are No.
Fusion Micro Finance Limited (“the Company”), which comprise further described in the Auditor’s Responsibility for the Audit of the In the process, a significant degree of judgement has Our audit procedures related to the allowance for ECL included the
the Balance Sheet as at 31 March 2023, and the Statement of Profit Financial Statements section of our report. We are independent been applied by the management for: following, among others:
and Loss (including Other Comprehensive Income), the Cash Flow of the Company in accordance with the Code of Ethics issued by a. Defining qualitative/ quantitative thresholds for • Evaluation of the design and operating effectiveness of controls
Statement and the Statement of Changes in Equity for the year the Institute of Chartered Accountants of India (ICAI) together ‘significant increase in credit risk’ (“SICR”) and across the processes relevant to ECL. These controls, among
then ended, and a summary of significant accounting policies and with the ethical requirements that are relevant to our audit of ‘default’. others, included controls over the allocation of assets into
other explanatory information. the financial statements under the provisions of the Act and the b. Grouping of loan portfolio under homogenous stages;
Rules made thereunder, and we have fulfilled our other ethical pools to determine probability of default on a • Involvement of Risk Advisory Specialist for review of stage
In our opinion and to the best of our information and according responsibilities in accordance with these requirements and the collective basis. classification of Loan portfolio;
to the explanations given to us, the aforesaid financial statements ICAI’s Code of Ethics. We believe that the audit evidence obtained c. Estimating recoveries to determine loss given • Involvement of Internal Expert for evaluation and understanding
give the information required by the Companies Act, 2013 (“the by us, is sufficient and appropriate to provide a basis for our audit default on a collective basis for loans that have of the model adopted by the Company for calculation of
Act”) in the manner so required and give a true and fair view in opinion on the financial statements. defaulted. expected credit losses including the appropriateness of the
conformity with the Indian Accounting Standards prescribed d. Determining effect of less frequent past events on data on which the calculation is based;
under section 133 of the Act read with the Companies (Indian Key Audit Matters future probability of default. • We have tested, on samples basis, the input and historical data
Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and Key audit matters are those matters that, in our professional used for determining the PD and LGD rates, model validation
other accounting principles generally accepted in India, of the and agreeing the data with the underlying books of account
judgment, were of most significance in our audit of the financial
state of affairs of the Company as at 31 March 2023, and its profit, and records;
statements of the current period. These matters were addressed
total comprehensive income, its cash flows and the changes in in the context of our audit of the financial statements as a whole,
• We evaluated the incorporation of the applicable assumptions
equity for the year ended on that date. into the ECL Model and tested the mathematical accuracy and
and in forming our opinion thereon, and we do not provide
computation of the allowances by using the same input data
Basis for Opinion a separate opinion on these matters. We have determined used by the Company with the help of risk advisory specialist.
the matters described below to be the key audit matters to be
We conducted our audit of the financial statements in accordance • We also tested the adequacy of the adjustment after stressing
communicated in our report. the inputs used in determining the output as per the ECL Model
with the Standards on Auditing (SAs) specified under section
tested that the adjustment is in conformity with the amount
approved by the Board of Directors.
Sr. Key Audit Matter Auditor’s Response
No. • We also assessed the adequacy of disclosures made in relation
to the ECL allowance in accordance with confirm compliance
1. Impairment of financial instruments (including Principal audit procedures performed: with the provisions of Ind AS 107.
provision for expected credit loss) We have examined the policies approved by the Board of Directors
(As described in note 2.7 of the financial statements) of the Company that articulate the objectives of managing
Ind AS 109 requires the Company to provide for portfolio and their business models. We have also verified the Information Other than the Financial Statements and Auditor’s Report Thereon
impairment of its loan receivables (financial instruments) methodology adopted for computation of ECL (“ECL Model”) that • The Company’s Board of Directors is responsible for the other information. The other information comprises the Management
using the expected credit loss (ECL) approach. ECL addresses policies approved by the Board of Directors, procedures Discussion and Analysis and Board’s Report including Annexures to Board Report, but does not include the financial statements
involves an estimation of probability-weighted loss and controls for assessing and measuring credit risk on all lending and our auditor’s report thereon. The other information is expected to be made available to us after the date of this auditor’s report.
on financial instruments over their life, considering exposures measured at amortised cost.
reasonable and supportable information about past Additionally, we have also confirmed that adjustments to the
events, current conditions, and forecasts of future output of the ECL model is consistent with the documented
economic conditions which could impact the credit rationale and the amount of adjustment has been approved by
quality of the Company’s loans and advances. the Board of Directors

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• Our opinion on the financial statements does not cover Auditor’s Responsibility for the Audit of the Financial up to the date of our auditor’s report. However, future events b) In our opinion, proper books of account as required by
the other information and we do not express any form of Statements or conditions may cause the Company to cease to continue law have been kept by the Company so far as it appears
assurance conclusion thereon. as a going concern. from our examination of those books
Our objectives are to obtain reasonable assurance about whether
• In connection with our audit of the financial statements, the financial statements as a whole are free from material • Evaluate the overall presentation, structure and content c) The Balance Sheet, the Statement of Profit and Loss
our responsibility is to read the other information identified misstatement, whether due to fraud or error, and to issue an of the financial statements, including the disclosures, and including Other Comprehensive Income, the Cash Flow
above when it becomes available and, in doing so, consider auditor’s report that includes our opinion. Reasonable assurance whether the financial statements represent the underlying Statement and Statement of Changes in Equity dealt
whether the other information is materially inconsistent is a high level of assurance but is not a guarantee that an audit transactions and events in a manner that achieves fair with by this Report are in agreement with the relevant
with the financial statements or our knowledge obtained conducted in accordance with SAs will always detect a material presentation. books of account.
during the course of our audit or otherwise appears to be misstatement when it exists. Misstatements can arise from
materially misstated. fraud or error and are considered material if, individually or in Materiality is the magnitude of misstatements in the financial d) In our opinion, the aforesaid financial statements
the aggregate, they could reasonably be expected to influence statements that, individually or in aggregate, makes it probable comply with the Ind AS specified under Section
• When we read the other information, if we conclude that the economic decisions of users taken on the basis of these that the economic decisions of a reasonably knowledgeable 133 of the Act.
there is a material misstatement therein, we are required to financial statements. user of the financial statements may be influenced. We consider
communicate the matter to those charged with governance quantitative materiality and qualitative factors in (i) planning the e) On the basis of the written representations received
as required under SA 720 ‘The Auditor’s responsibilities As part of an audit in accordance with SAs, we exercise professional scope of our audit work and in evaluating the results of our work; from the directors as on 31 March, 2023 taken on
Relating to Other Information’. judgment and maintain professional skepticism throughout the and (ii) to evaluate the effect of any identified misstatements in record by the Board of Directors, none of the directors is
audit. We also: the financial statements. disqualified as on 31 March, 2023 from being appointed
Responsibilities of Management and Those Charged as a director in terms of Section 164(2) of the Act.
with Governance for the Financial Statements • Identify and assess the risks of material misstatement of the We communicate with those charged with governance regarding,
financial statements, whether due to fraud or error, design among other matters, the planned scope and timing of the f) The observation relating to the maintenance of
The Company’s Board of Directors is responsible for the matters and perform audit procedures responsive to those risks, and accounts and other matters connected therewith, are
stated in section 134(5) of the Act with respect to the preparation audit and significant audit findings, including any significant
obtain audit evidence that is sufficient and appropriate to deficiencies in internal control that we identify during our audit. as stated in paragraph (b) above.
of these financial statements that give a true and fair view of provide a basis for our opinion. The risk of not detecting a
the financial position, financial performance including other material misstatement resulting from fraud is higher than We also provide those charged with governance with a statement g) With respect to the adequacy of the internal financial
comprehensive income, cash flows and changes in equity of the for one resulting from error, as fraud may involve collusion, that we have complied with relevant ethical requirements controls with reference to financial statements of the
Company in accordance with the Ind AS and other accounting forgery, intentional omissions, misrepresentations, or the regarding independence, and to communicate with them Company and the operating effectiveness of such
principles generally accepted in India. This responsibility also override of internal control. all relationships and other matters that may reasonably be controls, refer to our separate Report in “Annexure
includes maintenance of adequate accounting records in thought to bear on our independence, and where applicable, A”. Our report expresses an unmodified opinion on
accordance with the provisions of the Act for safeguarding the • Obtain an understanding of internal financial control related safeguards. the adequacy and operating effectiveness of the
assets of the Company and for preventing and detecting frauds relevant to the audit in order to design audit procedures Company’s internal financial controls with reference to
and other irregularities; selection and application of appropriate that are appropriate in the circumstances. Under section From the matters communicated with those charged with financial statements.
accounting policies; making judgments and estimates that 143(3)(i) of the Act, we are also responsible for expressing governance, we determine those matters that were of most
are reasonable and prudent; and design, implementation and our opinion on whether the Company has adequate internal significance in the audit of the financial statements of the current h) With respect to the other matters to be included in the
maintenance of adequate internal financial controls, that were financial controls with reference to financial statements in period and are therefore the key audit matters. We describe these Auditor’s Report in accordance with the requirements
operating effectively for ensuring the accuracy and completeness place and the operating effectiveness of such controls. matters in our auditor’s report unless law or regulation precludes of section 197(16) of the Act, as amended, in our
of the accounting records, relevant to the preparation and public disclosure about the matter or when, in extremely rare opinion and to the best of our information and
presentation of the financial statement that give a true and fair • Evaluate the appropriateness of accounting policies used circumstances, we determine that a matter should not be according to the explanations given to us, the
view and are free from material misstatement, whether due to and the reasonableness of accounting estimates and related communicated in our report because the adverse consequences remuneration paid by the Company to its directors
fraud or error. disclosures made by the management. of doing so would reasonably be expected to outweigh the public during the year is in accordance with the provisions of
interest benefits of such communication. section 197 of the Act.
In preparing the financial statements, management is responsible • Conclude on the appropriateness of management’s use of
for assessing the Company’s ability to continue as a going concern, the going concern basis of accounting and, based on the Report on Other Legal and Regulatory Requirements i) With respect to the other matters to be included
disclosing, as applicable, matters related to going concern and audit evidence obtained, whether a material uncertainty in the Auditor’s Report in accordance with Rule 11
exists related to events or conditions that may cast 1. As required by Section 143(3) of the Act, based on our of the Companies (Audit and Auditors) Rules, 2014,
using the going concern basis of accounting unless the Board
significant doubt on the Company’s ability to continue as audit, referred to in the Other Matters section above we as amended in our opinion and to the best of our
of Directors either intends to liquidate the Company or to cease
a going concern. If we conclude that a material uncertainty report, that: information and according to the explanations
operations, or has no realistic alternative but to do so.
exists, we are required to draw attention in our auditor’s a) We have sought and obtained all the information and given to us:
The Company’s Board of Directors are also responsible for report to the related disclosures in the financial statements explanations which to the best of our knowledge and i. The Company does not have any pending litigation
overseeing the Company’s financial reporting process. or, if such disclosures are inadequate, to modify our opinion. belief were necessary for the purposes of our audit. which would impact its financial position- Refer
Our conclusions are based on the audit evidence obtained
Note 50 (d) to the financial statements.

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ii. The Company did not have any long-term (c) 

Based on the audit procedures performed ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT
contract including derivative contract for which that have been considered reasonable and
there were any material foreseeable losses. - Refer appropriate in the circumstances, nothing (Referred to in paragraph 1(g) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)
Note 50 (e) to the financial statements. has come to our notice that has caused us to
Report on the Internal Financial Controls with reference to financial statements under Clause (i) of Sub-section 3 of Section 143 of
believe that the representations under sub-
iii. There were no amounts which were required the Companies Act, 2013 (“the Act”)
clause (i) and (ii) of Rule 11(e), as provided
to be transferred to the Investor Education and under (a) and (b) above, contain any material
Protection Fund by the Company. We have audited the internal financial controls with reference with reference to standalone financial statements included
misstatement.
to financial statements of Fusion Micro Finance Limited (“the obtaining an understanding of internal financial controls with
iv. (a) 
The Management has represented that, v. The Company has not declared or paid any Company”) as of 31 March, 2023 in conjunction with our audit of reference to standalone financial statements, assessing the risk
to the best of it’s knowledge and belief, dividend during the year and has not proposed Ind AS financial statements of the Company for the year ended that a material weakness exists, and testing and evaluating the
no funds have been advanced or loaned final dividend for the year. on that date. design and operating effectiveness of internal control based
or invested (either from borrowed funds on the assessed risk. The procedures selected depend on the
or share premium or any other sources or vi. Proviso to Rule 3(1) of the Companies (Accounts) Management’s Responsibility for Internal Financial auditor’s judgement, including the assessment of the risks of
kind of funds) by the Company to or in any Rules, 2014 for maintaining books of account Controls material misstatement of the financial statements, whether due
other person(s) or entity(ies), including using accounting software which has a feature The Company’s management is responsible for establishing to fraud or error.
foreign entities (“Intermediaries”), with the of recording audit trail (edit log) facility is and maintaining internal financial controls with reference to
understanding, whether recorded in writing applicable to the Company w.e.f. April 1, 2023, financial statements based on the internal control with reference We believe that the audit evidence we have obtained, is sufficient
or otherwise, that the Intermediary shall, and accordingly, reporting under Rule 11(g) of to financial statements criteria established by the Company and appropriate to provide a basis for our audit opinion on
directly or indirectly lend or invest in other Companies (Audit and Auditors) Rules, 2014 considering the essential components of internal control stated the Company’s internal financial controls with reference to
persons or entities identified in any manner is not applicable for the financial year ended in the Guidance Note on Audit of Internal Financial Controls financial statements.
whatsoever by or on behalf of the Company 31 March 2023. Over Financial Reporting issued by the Institute of Chartered Meaning of Internal Financial Controls with reference to
(“Ultimate Beneficiaries”) or provide any Accountants of India. These responsibilities include the design,
2. As required by the Companies (Auditor’s Report) Order, financial statements
guarantee, security or the like on behalf of the implementation and maintenance of adequate internal financial
Ultimate Beneficiaries. 2020 (“the Order”) issued by the Central Government in controls that were operating effectively for ensuring the orderly A company’s internal financial control with reference to financial
terms of Section 143(11) of the Act, we give in “Annexure B” and efficient conduct of its business, including adherence to the statements is a process designed to provide reasonable assurance
(b) 
The Management has represented, that, a statement on the matters specified in paragraphs 3 and 4 company’s policies, the safeguarding of its assets, the prevention regarding the reliability of financial reporting and the preparation
to the best of it’s knowledge and belief, no of the Order. and detection of frauds and errors, the accuracy and completeness of financial statements for external purposes in accordance with
funds have been received by the Company of the accounting records, and the timely preparation of reliable generally accepted accounting principles. A company’s internal
from any person(s) or entity(ies), including For Deloitte Haskins & Sells financial control with reference to standalone financial statements
financial information, as required under the Companies Act, 2013.
foreign entities (“Funding Parties”), with Chartered Accountants includes those policies and procedures that (1) pertain to the
the understanding, whether recorded in (Firm’s Registration No. 015125N) Auditor’s Responsibility maintenance of records that, in reasonable detail, accurately and
writing or otherwise, that the Company shall, fairly reflect the transactions and dispositions of the assets of the
Sd/- Our responsibility is to express an opinion on the Company’s
directly or indirectly, lend or invest in other company; (2) provide reasonable assurance that transactions
Jitendra Agarwal internal financial controls with reference to financial statements
persons or entities identified in any manner are recorded as necessary to permit preparation of financial
(Partner) of the Company based on our audit. We conducted our audit in
whatsoever by or on behalf of the Funding statements in accordance with generally accepted accounting
(Membership No. 87104) accordance with the Guidance Note on Audit of Internal Financial
Party (“Ultimate Beneficiaries”) or provide any principles, and that receipts and expenditures of the company are
(UDIN: 23087104BGYKXT3759) Controls Over Financial Reporting (the “Guidance Note”) issued by
guarantee, security or the like on behalf of the being made only in accordance with
the Institute of Chartered Accountants of India and the Standards
Ultimate Beneficiaries. Place: Gurugram on Auditing prescribed under Section 143(10) of the Companies authorisations of management and directors of the company;
Date: 22 May 2023 Act, 2013, to the extent applicable to an audit of internal and (3) provide reasonable assurance regarding prevention or
financial controls with reference to financial statements. Those timely detection of unauthorised acquisition, use, or disposition
Standards and the Guidance Note require that we comply with of the company’s assets that could have a material effect on the
ethical requirements and plan and perform the audit to obtain financial statements.
reasonable assurance about whether adequate internal financial
controls with reference to standalone financial statements Inherent Limitations of Internal Financial Controls with
was established and maintained and if such controls operated reference to standalone financial statements
effectively in all material respects.
Because of the inherent limitations of internal financial controls
Our audit involves performing procedures to obtain audit with reference to standalone financial statements, including the
evidence about the adequacy of the internal financial controls possibility of collusion or improper management override of
with reference to standalone financial statements and their controls, material misstatements due to error or fraud may occur
operating effectiveness. Our audit of internal financial controls and not be detected. Also, projections of any evaluation of the

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internal financial controls with reference to standalone financial control stated in the Guidance Note on Audit of Internal Financial (c) In respect of loans granted or advances in the nature of loans provided by the Company, the schedule of repayment
statements to future periods are subject to the risk that the Controls Over Financial Reporting issued by the Institute of of principal and payment of interest has been stipulated. Note 6 to the financial statements explains the Company’s
internal financial control with reference to standalone financial Chartered Accountants of India. accounting policy relating to impairment of financial assets which include loans assets. In accordance with that policy,
statements may become inadequate because of changes in loan assets with balances as at 31 March, 2023, aggregating C 2,888.99 million were categorised as credit impaired
conditions, or that the degree of compliance with the policies or For Deloitte Haskins & Sells (“Stage 3”) and C 602.49 million were categorised as those where the credit risk has increased significantly since initial
procedures may deteriorate. Chartered Accountants recognition (“Stage 2”). Disclosures in respect of such loans have been provided in Note 6 to the financial statements.
(Firm’s Registration No. 015125N) Additionally, out of loans and advances in the nature of loans with balances as at the year-end aggregating C 80,050.72
Opinion million, where credit risk has not significantly increased since initial recognition (categorised as “Stage 1”), delay in
Sd/- the repayment of interest and/or principal in respect of loans aggregating to C 54.43 million were also identified.
In our opinion, to the best of our information and according to Jitendra Agarwal In all other cases, the repayment of principal and interest is regular. Having regard to the nature of the Company’s
the explanations given to us, the Company has, in all material (Partner) business and the volume of information involved, it is not practicable to provide an itemised list of loan assets where
respects, an adequate internal financial controls with reference (Membership No. 87104) delinquencies in the repayment of principal and interest have been identified.
to financial statements and such internal financial controls with (UDIN: 23087104BGYKXT3759) (d) The total amount overdue for more than ninety days, in respect of loans and advances in the nature of loans, as at
reference to financial statements were operating effectively the year-end is C 2,888.99 million. Reasonable steps are being taken by the Company for recovery of the principal and
as at 31 March, 2023, based on the criteria for internal financial Place: Gurugram interest as stated in the applicable Regulations and Loan agreements.
control with reference to financial statements established by Date: 22 May 2023 (e) The Company’s principal business is to give loans, and hence reporting under clause (iii)(e) of the Order is not
the Company considering the essential components of internal applicable.
(f ) According to information and explanations given to us and based on the audit procedures performed, the Company
ANNEXURE B TO THE INDEPENDENT AUDITOR’S REPORT has not granted any loans or advances in the nature of loans either repayable on demand or without specifying any
terms or period of repayment during the year. Hence, reporting under clause (iii)(f ) is not applicable.
(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)
(iv) In terms of the information and explanations sought by us and given by the Company and the books of account and records
In terms of the information and explanations sought by us and given by the Company and the books of account and records examined examined by us in the normal course of audit and to the best of our knowledge and belief, we state that, the Company has
not granted any loans, made investments or provided guarantees or securities that are covered under the provisions of
by us in the normal course of audit and to the best of our knowledge and belief, we state that:
sections 185 or 186 of the Companies Act, 2013, and hence reporting under clause (iv) of the Order is not applicable.
(i) (a) A. The Company has maintained proper records showing full particulars, including quantitative details and situation (v) According to the information and explanations given to us, the Company being Non-Banking Finance Company registered
of Property, Plant and Equipment and relevant details of right-of-use assets. with the Reserve Bank of India (the “RBI”), provisions of Sections 73 to 76 or any other relevant provisions of the Companies
Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, as amended, are not applicable to the Company and no
B. The Company has maintained proper records showing full particulars of intangible assets.
order has been passed by the RBI or any Court or any other Tribunal against the Company in this regard
(b) Some of the Property, Plant and Equipment, Capital work-in-progress, and Right-of-use assets were physically verified
(vi) Having regard to the nature of the Company’s business / activities, reporting under clause (vi) of the Order is not applicable
during the year by the Management in accordance with a programme of verification, which in our opinion provides
for physical verification of all the Property, Plant and Equipment, Capital work-in-progress, and Right-of-use assets (vii) In respect of statutory dues:
at reasonable intervals having regard to the size of the Company and the nature of its activities. According to the (a) Undisputed statutory dues, including Goods and Service tax, Provident fund, Employees’ State Insurance, Income-tax,
information and explanations given to us, no material discrepancies were noticed on such verification, however Service Tax, duty of Custom, duty of Excise, Value Added Tax, Cess and other material statutory dues applicable to the
reconciliation between physical and book records is in progress. Company have generally been regularly deposited by it with the appropriate authorities in all cases during the year.
(c) The Company does not have any immovable properties and hence reporting under clause (i) (c) of the Order is not There were no undisputed amounts payable in respect of Goods and Service tax, Provident Fund, Employees’ State
applicable. Insurance, Income-tax, duty of Custom, Cess and other material statutory dues in arrears as at 31 March, 2023 for a
In respect of immovable properties that have been taken on lease and disclosed in the financial statements as ‘ROU period of more than six months from the date they became payable.
asset’ as at the balance sheet date, the lease agreements are duly executed in favour of the Company. (b) In terms of the information and explanations sought by us and given by the Company and the books of account and
(d) The Company has not revalued any of its Property, Plant and Equipment (including right of use assets) and intangible records examined by us in the normal course of audit and to the best of our knowledge and belief, we state, there are
assets during the year. no statutory dues referred in sub-clause (a) above which have not been deposited on account of disputes as on 31
March, 2023.
(e) No proceedings have been initiated during the year or are pending against the Company as at 31 March 2023 for
holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules (viii) In terms of the information and explanations sought by us and given by the Company and the books of account and records
made thereunder. examined by us in the normal course of audit and to the best of our knowledge and belief, we state that there were no
transactions relating to previously unrecorded income that were surrendered or disclosed as income in the tax assessments
(ii) (a) The Company does not have any inventory and hence reporting under clause (ii)(a) of the Order is not applicable.
under the Income Tax Act, 1961 (43 of 1961) during the year.
(b) According to the information and explanations given to us, at any point of time of the year, the Company has not been
(ix) In terms of the information and explanations sought by us and given by the Company and the books of account and records
sanctioned any working capital facility from banks or financial institutions on the basis of security of current assets,
examined by us in the normal course of audit and to the best of our knowledge and belief, we state that:
and hence reporting under clause (ii)(b) of the Order is not applicable.
(a) the Company has not defaulted in the repayment of loans or other borrowings or in the payment of interest thereon
(iii) (a) The Company’s principal business is to give loans, and hence reporting under clause (iii)(a) of the Order is not
to any lender during the year.
applicable.
(b) the Company has not been declared wilful defaulter by any bank or financial institution or government or any
(b) The investments made, guarantees provided, security given and the terms and conditions of the grant of all loans
government authority.
and advances in the nature of loans and guarantees provided, during the year are, in our opinion, prima facie, not
prejudicial to the Company’s interest.

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(c) To the best of our knowledge and belief, in our opinion, term loans availed by the Company were, applied by the (c) The Company is not a Core Investment Company as defined in the regulations made by Reserve Bank of India.
Company during the year for the purposes for which the loans were obtained, other than temporary deployment Accordingly, the requirement to report on clause 3(xvi) of the Order is not applicable to the Company.
pending application. (d) There are no other Companies part of the Group, hence, the requirement to report on clause 3(xvi) of the Order is not
(d) On an overall examination of the financial statements of the Company, funds raised on short-term basis have, prima applicable to the Company.
facie, not been used during the year for long-term purposes by the Company. (xvii) In terms of the information and explanations sought by us and given by the Company and the books of account and records
(e) On overall examination of the financial statements of the Company, the Company did not have any subsidiary or examined by us in the normal course of audit and to the best of our knowledge and belief, we state that the Company has
associate or joint venture during the year and hence, reporting under clause (ix) (e) of the Order is not applicable. not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.
(f ) The Company did not have any subsidiary or associate or joint venture during the year and hence, reporting under (xviii) There has been no resignation of the statutory auditors of the Company during the year.
clause (ix)(f ) of the Order is not applicable. (xix) On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial
(x) (a) In our opinion, moneys raised by way of initial public offer (including debt instruments) during the year, have been, liabilities, other information accompanying the financial statements and our knowledge of the Board of Directors and
prima facie, applied by the Company for the purposes for which they were raised, other than temporary deployment Management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our
pending application of proceeds. attention, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that
(b) During the year, the Company has not made any preferential allotment or private placement of shares or convertible Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a
debentures (fully or partly or optionally) and hence reporting under clause (x)(b) of the Order is not applicable to the period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of
Company. the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give
any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will
(xi) In terms of the information and explanations sought by us and given by the Company and the books of account and records get discharged by the Company as and when they fall due.
examined by us in the normal course of audit and to the best of our knowledge and belief, we state that:
(a) No fraud by the Company and no material fraud of the Company has been noticed or reported during the year.
(xx) In terms of the information and explanations sought by us and given by the Company and the books of account and records
(b) no report under sub-section (12) of section 143 of the Companies Act has been filed in Form ADT-4 as prescribed examined by us in the normal course of audit and to the best of our knowledge and belief, we state that, the Company has
under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and upto fully spent the required amount towards Corporate Social Responsibility (CSR) and there are no unspent CSR amount for
the date of this report. the year requiring a transfer to a Fund specified in Schedule VII to the Companies Act or special account in compliance with
(c) as represented to us by the Management, there were no whistle blower complaints received by the Company during the provision of sub-section (6) of section 135 of the said Act. Accordingly, reporting under clause (xx) of the Order is not
the year and upto the date of this report. applicable for the year.
(xii) In terms of the information and explanations sought by us and given by the Company and the books of account and records For Deloitte Haskins & Sells
examined by us in the normal course of audit and to the best of our knowledge and belief, we state that the Company is not Chartered Accountants
a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable. (Firm’s Registration No. 015125N)
(xiii) In terms of the information and explanations sought by us and given by the Company and the books of account and records
examined by us in the normal course of audit and to the best of our knowledge and belief, we state that in our opinion, the Sd/-
Company is in compliance with Section 177 and 188 of the Companies Act, where applicable, for all transactions with the Jitendra Agarwal
related parties and the details of related party transactions have been disclosed in the financial statements etc. as required (Partner)
by the applicable accounting standards. (Membership No. 87104)
(xiv) In terms of the information and explanations sought by us and given by the Company and the books of account and records (UDIN: 23087104BGYKXT3759)
examined by us in the normal course of audit and to the best of our knowledge and belief, we state that:
Place: Gurugram
(a) in our opinion, the Company has an adequate internal audit system commensurate with the size and the nature of Date: 22 May 2023
its business.
(b) we have considered, the internal audit reports issued to the Company during the year and draft of the internal audit
reports issued after the balance sheet date, for the period under audit.
(xv) In terms of the information and explanations sought by us and given by the Company and the books of account and records
examined by us in the normal course of audit and to the best of our knowledge and belief, we state that, in our opinion
during the year the Company has not entered into any non-cash transactions with its directors or persons connected with
its directors and hence provisions of section 192 of the Companies Act, 2013 are not applicable to the Company.
(xvi) (a) In terms of the information and explanations sought by us and given by the Company and the books of account and
records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that, the
Company is required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 and it has obtained
the registration.
(b) During the year, the Company has not conducted any Non-Banking Financial activities or Housing Finance activities
without a valid Certificate of Registration (CoR) from the Reserve Bank of India (RBI) as per the Reserve Bank of India
Act, 1934.

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Balance Sheet Statement of Profit and Loss

as at March 31, 2023 (All amounts are in C millions unless otherwise stated) for the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated)
As at As at For the year ended For the year ended
Particulars Notes Particulars Notes
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Assets Revenue from operations
Financial assets
Cash and cash equivalents 3 9,503.61 10,113.72 Interest income 26 16,001.03 10,643.19
Bank balance other than cash and cash equivalents 4 1,146.66 1,422.26 Fees and commission income 27 195.81 13.86
Trade receivables 5 143.81 42.53 Net gain on fair value changes 28 253.81 247.65
Loans 6 80,415.58 59,181.94
Other financial assets 7 969.20 565.05 Net gain on derecognition of financial instruments under amortised cost category 29 968.58 607.95
Derivative financial instrument 14 1.39 - Total revenue from operations 17,419.23 11,512.65
Total financial assets 92,180.25 71,325.50
Non-financial Assets Other income 30 580.47 500.84
Current tax assets (net) 8 383.57 353.61 Total income 17,999.70 12,013.49
Deferred tax assets (net) 9 777.46 867.56 Expenses
Property, plant and equipment 10 132.80 122.04
Capital work-in-progress 10 2.51 - Finance costs 31 6,427.77 4,959.64
Right of use asset 11 76.58 69.17 Impairment on financial instruments 32 2,003.69 3,686.93
Intangible assets 12 0.23 0.71
Employee benefits expenses 33 3,255.24 2,330.66
Other non-financial assets 13 81.97 166.23
Total non-financial assets 1,455.12 1,579.32 Depreciation and amortization 10-12 74.05 53.71
Total assets 93,635.37 72,904.82 Other expenses 34 1,119.11 738.29
Liabilities & Equity
Financial liabilities Total expenses 12,879.86 11,769.23
Derivative financial instrument 14 - 77.11 Profit before tax for the year 5,119.84 244.26
Trade payables 15
Tax expense :
total outstanding dues of micro enterprises and small enterprises - -
total outstanding dues of creditors other than micro enterprises and small enterprises 813.95 374.39 Current tax 35 1,106.06 129.77
Debt securities 16 6,288.00 7,837.76 Deferred tax 35 142.33 (103.06)
Borrowings (other than debt securities) 17 60,366.08 48,294.66
Subordinated liabilities 18 1,129.91 1,625.67 Profit for the year 3,871.45 217.55
Other financial liabilities 19 1,576.96 1,136.52 Other comprehensive income
Total financial liabilities 70,174.90 59,346.11
Items that will not be reclassified subsequently to profit or loss
Non-financial liabilities
Current tax liabilities (net) 20 7.12 1.04 Remeasurement gains on defined benefit plans 4.19 2.96
Provisions 21 110.30 71.68 Income tax effect on above (1.06) (0.74)
Other non-financial liabilities 22 123.86 106.48
Total non-financial liabilities 241.28 179.20 Total other comprehensive income for the year 3.13 2.22
Total liabilities 70,416.18 59,525.31 Total comprehensive income for the year 3,874.58 219.77
Equity Earnings per equity share ( equity share par value of D 10 each)
Equity share capital 24 1,003.46 827.60
Other equity 25 22,215.73 12,551.91 Basic (₹) 36 43.29 2.67
Total equity 23,219.19 13,379.51 Diluted (₹) 36 43.13 2.64
Total liabilities and equity 93,635.37 72,904.82
Significant accounting policies 2
Significant accounting policies 2 The accompanying notes are an integral part of the financial statements
The accompanying notes are an integral part of the financial statements
As per our report of even date
As per our report of even date
for Deloitte Haskins & Sells for and on behalf of the Board of Directors of
for Deloitte Haskins & Sells for and on behalf of the Board of Directors of Chartered Accountants Fusion Micro Finance Limited
Chartered Accountants Fusion Micro Finance Limited ICAI Firm Registration Number: FRN-015125N CIN  : L65100DL1994PLC061287
ICAI Firm Registration Number: FRN-015125N CIN  : L65100DL1994PLC061287
Sd/- Sd/- Sd/-
Sd/- Sd/- Sd/- Jitendra Agarwal Devesh Sachdev Ratna Dharashree Vishwanathan
Jitendra Agarwal Devesh Sachdev Ratna Dharashree Vishwanathan Partner MD and CEO Director
Partner MD and CEO Director Membership Number : 087104 DIN : 02547111 DIN : 07278291
Membership Number : 087104 DIN : 02547111 DIN : 07278291
Sd/- Sd/-
Sd/- Sd/- Deepak Madaan Gaurav Maheshwari
Deepak Madaan Gaurav Maheshwari Company Secretary and Compliance Officer Chief Financial Officer
Company Secretary and Compliance Officer Chief Financial Officer M. No. A24811 M. No. 403832
M. No. A24811 M. No. 403832
Place: Gurugram Place: Gurugram
Place: Gurugram Place: Gurugram Date : May 22, 2023 Date : May 22, 2023
Date : May 22, 2023 Date : May 22, 2023

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Financial Reports

Statement of Cash flows Statement of Cash flows (contd.)

for the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated) for the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated)

For the year ended For the year ended For the year ended For the year ended
Particulars Particulars
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022

I. Cash flow from operating activities III. Cash flow from financing activities
Profit before tax 5,119.84 244.26 Proceeds from issue of equity shares (net of share issue expenses) 5,844.60 656.95
Adjustments to reconcile profit before tax to net cash flows: Repayment of debt securities (3,353.66) (2,531.01)
Depreciation and amortisation 74.05 53.71 Proceeds from debt securities 1,800.00 450.00
Impairment of financial instruments 2,003.69 3,686.93 Repayment of borrowings (other than debt securities) (38,082.04) (25,905.28)
Finance cost on lease liability 10.18 8.88 Proceeds from borrowings (other than debt securities) 50,150.00 41,043.00
Provision for gratuity 31.20 26.07 Proceeds from subordinated debt - 550.00
Provision for compensated absences 27.54 21.38 Repayment of subordinated debt (500.00) (70.00)
Other provisions (15.92) (27.51)
Payment of lease liability (17.13) (11.69)
Net gain on sale of mutual fund investment (253.81) (247.65)
Net cash flow from financing activities (C) 15,841.77 14,181.97
Net gain on derecognition of financial instruments under amortised cost category (968.58) (607.95)
Net (decrease)/increase in cash and cash equivalents (A + B + C) (610.11) (2,040.48)
Employee share based compensation 67.22 39.24
Cash and cash equivalents at the beginning of the year 10,113.72 12,154.20
Effective interest rate adjustment for financial instruments (34.56) (57.31)
Cash and cash equivalents at the end of the year 9,503.61 10,113.72
Net foreign exchange differences 46.16 (43.81)
Fair value loss on derivative financial instruments (78.50) 77.11 Note: a) For disclosures relating to change in liabilities arising from financing activities, refer note 41.
Operating cash flow before working capital changes 6,028.51 3,173.35
b) The cash flow statement has been prepared under the indirect method as set out in Ind AS 7, "Statement of Cash flows"
Movement in working capital:
c) For components of cash and cash equivalents as at March 31, 2023 and March 31, 2022, refer note 3.
(Increase)/decrease in loans (23,228.77) (19,259.56)
(Increase)/decrease in trade receivables (101.28) (15.49) Cash flow from operating activities includes interest received of C 16,168.31 millions (previous year C 10,953.65 millions) and interest
(Increase)/decrease in other financial assets 555.87 213.99 paid of C 6,230.89 millions (previous year C 4,925.73 millions).
(Increase)/decrease in other non- financial assets 84.26 (38.65) Significant accounting policies 2
The accompanying notes are an integral part of the financial statements
(Increase)/decrease in bank balance other than cash and cash equivalents 275.60 (225.91) As per our report of even date
Increase/(decrease) in trade payables 439.56 63.60 for Deloitte Haskins & Sells for and on behalf of the Board of Directors of
Increase/(decrease) in other financial liability Chartered Accountants Fusion Micro Finance Limited
428.37 71.15
ICAI Firm Registration Number: FRN-015125N CIN  : L65100DL1994PLC061287
Increase/(decrease) in other non-financial liabilities 17.38 26.98
Sd/- Sd/- Sd/-
Cash flow from operations (15,500.50) (15,990.54) Jitendra Agarwal Devesh Sachdev Ratna Dharashree Vishwanathan
Partner MD and CEO Director
Income tax paid (1,129.94) (416.74) Membership Number : 087104 DIN : 02547111 DIN : 07278291
Net cash used from operating activities (A) (16,630.44) (16,407.28) Sd/- Sd/-
II. Cash flow from investing activities Deepak Madaan Gaurav Maheshwari
Company Secretary and Compliance Officer Chief Financial Officer
Purchase of property, plant and equipments (72.74) (62.77) M. No. A24811 M. No. 403832
Payment against capital work-in-progress (2.51) Place: Gurugram Place: Gurugram
Date : May 22, 2023 Date : May 22, 2023
Proceeds from sale of property, plant and equipment - -
Purchase of intangible assets - (0.05)
Purchase of investments (77,150.00) (67,650.00)
Proceeds from sale of investments 77,403.81 67,897.65
Net cash flow from investing activities (B) 178.56 184.83

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Statement of Changes in equity Notes to the Financial Statements

for the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated) For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated)
A. Equity share capital 1. Corporate information of the Companies Act, 2013 (‘Act’) , other accounting
Particulars As at April Changes in Equity Restated Changes As at Changes As at March principles generally accepted in India and presentation
Fusion Micro Finance Limited (‘the Company’), (formerly
1, 2021 Share Capital due to balance as during the March 31, during the 31, 2023 requirements of Division III of Schedule III of the Act (Ind
prior period errors at April 1, year 2022 year known as Fusion Micro Finance Private Limited) was
2021 2021-22 2022-23 AS compliant Schedule III), as applicable to the Company.
originally incorporated as ‘Ambience Fincap Private
Equity share capital (fully paid up) 803.84 - 803.84 39.42 843.26 163.05 1,006.31 Limited’ on September 5, 1994 under the Companies
Less: Treasury shares* (17.41) - (17.41) 1.75 (15.66) 12.81 (2.85) The financial statements have been prepared on a
Equity share capital (partly paid up) 3.94 - 3.94 (3.94) - - -
Act, 1956. On January 9, 2003, the Reserve Bank of India historical cost basis, except for fair value through other
Total 790.37 - 790.37 37.23 827.60 175.86 1,003.46 (RBI) granted a certificate of registration as a non-deposit comprehensive income (FVTOCI) instruments, plan
* Treasury shares represents shares held by ESOP Trust . The company treats ESOP Trust as its extension and shares held by ESOP Trust are treated as accepting non-banking financial company under Section assets, derivative financial instruments recorded at fair
treasury shares. 45IA of the Reserve Bank of India Act, 1934. Subsequently, value through profit or loss (FVTPL) and financial assets
B. Other equity the name of Company was changed to ‘Fusion Micro and liabilities designated at FVTPL, all of which have
Particulars Reserves and Surplus Other Comprehe- Total
Finance Private Limited’ and a fresh certificate of been measured at fair value. The financial statements are
nsive Income incorporation, dated April 19, 2010, was issued, post which presented in Indian Rupees (INR) and all values are rounded
Statutory Treasury Securities Employee Retained Remeasurement the RBI granted a certificate of registration dated May
reserve shares # premium stock option earnings gains on defined
to the nearest million, except when otherwise indicated.
19, 2010 reflecting the change of name. Thereafter, the
plan reserve benefit plans
Balance as at April 1, 2022 453.84 (126.70) 10,708.77 95.15 1,412.06 8.79 12,551.91 Company was issued a fresh certificate dated January 28, Presentation of financial statements
Profit for the year - - - - 3,871.45 - 3,871.45 2014 from RBI for carrying on the business of Non-Banking The Company presents its balance sheet in order
Other comprehensive income for the year - - - - - 3.13 3.13 Financial Company-Micro Finance Institution (‘NBFC- of liquidity.
Issue of equity shares - - 5,836.96 - - - 5,836.96 MFI’) .The name of the Company was further changed
Transfer to / from retained earnings 774.29 - - - (774.29) - - to Fusion Micro Finance Limited upon conversion to a The Company generally reports financial assets and
Expenses incurred towards Issue of Share - - (253.19) - - - (253.19) public limited company pursuant to the special resolution financial liabilities on a gross basis in the balance sheet.
Capital (net of taxes)
Share based compensation - - - 67.22 - - 67.22 passed by the Shareholders of the Company and a fresh They are only offset and reported net, when in addition to
Exercise of share options - 85.66 123.91 (71.32) - - 138.25 certificate of incorporation was issued dated July 20, 2021. having an unconditional legally enforceable right to offset
Lapse of share options - - - (11.33) 11.33 - - The registered office of the Company is at H-1, C-Block, the recognized amounts without being contingent on a
Balance as at March 31, 2023 1,228.13 (41.04) 16,416.45 79.72 4,520.55 11.92 22,215.73 Community Centre, Naraina Vihar, New Delhi-110028. future event, the parties also intend to settle on a net basis
in all the following circumstances:
Balance as at April 1, 2021 410.33 (138.14) 10,091.67 68.46 1,234.29 6.57 11,673.18
The Company is primarily engaged in micro finance
Profit for the year - - - - 217.55 - 217.55 lending activities, providing financial services to poor A. The normal course of business.
Other comprehensive income for the year - - - - - 2.22 2.22 women in India who are organized as Joint Liability Group
B. The event of default.
Issue of equity shares - - 606.02 - - - 606.02 (‘JLGs’). The Company provides small value collateral free
loans. Apart from micro finance lending, the Company C. The event of insolvency or bankruptcy of the
Transfer to / from retained earnings 43.51 - - - (43.51) - -
Expenses incurred towards Issue of Share - - - - - - - also have lending to MSME enterprises. Company and/or its counterparties.
Capital (net of taxes)
Share based compensation - - - 39.24 - - 39.24 The Company uses its distribution channel to provide Similarly, the Company offsets incomes and expenses and
Exercise of share options - 11.44 11.08 (8.82) - 13.70 other financial products and services to the members reports the same on a net basis when permitted by Ind AS
Lapse of share options - - - (3.73) 3.73 - - primarily relate to providing of loans to the members for specifically.
Balance as at March 31, 2022 453.84 (126.70) 10,708.77 95.15 1,412.06 8.79 12,551.91 the purchase of certain productivity enhancing products
# Treasury shares excluding amount adjusted from equity share capital. 2. Significant accounting policies
such as mobile handsets, bicycle etc.
Significant accounting policies 2 2.1 Recognition of income and expense
The accompanying notes are an integral part of the financial statements The financial statements for the year ended March 31,
As per our report of even date The Company earns revenue primarily from giving loans.
for Deloitte Haskins & Sells for and on behalf of the Board of Directors of
2023 were approved on May 22, 2023.
Revenue is recognized to the extent that it is probable that
Chartered Accountants Fusion Micro Finance Limited
ICAI Firm Registration Number: FRN-015125N CIN  : L65100DL1994PLC061287 1A. Basis of Preparation of financial statements the economic benefits will flow to the Company and the
Sd/- Sd/- Sd/- revenue can be reliably measured. The following specific
Jitendra Agarwal Devesh Sachdev Ratna Dharashree Vishwanathan The financial statements of the Company as at and for
Partner MD and CEO Director recognition criteria must also be met before revenue
Membership Number : 087104 DIN : 02547111 DIN : 07278291 the year ended March 31, 2023, have been prepared
is recognized:
Sd/- Sd/- in accordance with requirements of Indian Accounting
Deepak Madaan Gaurav Maheshwari Standards (“Ind AS”) notified by under the Companies 2.1.1 Interest income
Company Secretary and Compliance Officer Chief Financial Officer
M. No. A24811 M. No. 403832 (Indian Accounting Standards) Rules, 2015 (as amended
Interest revenue is recognized using the Effective Interest
Place: Gurugram Place: Gurugram from time to time) as prescribed under Section 133
Date : May 22, 2023 Date : May 22, 2023

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Notes to the Financial Statements Notes to the Financial Statements

For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated) For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated)

Rate method (EIR). The EIR method calculates the amortized flow to the entity and the amount of the dividend can be b) The Company recognizes revenue from market Financial liabilities, are measured at FVTPL when they
cost of a financial instrument and allocates the interest measured reliably. This is generally when the shareholders support services upon satisfaction of performance are derivative instruments or the fair value designation is
income or interest expense over the relevant period. approve the dividend. obligation by rendering of services underlying the applied, as explained in Note 2.3.4
contract with third party customers.
The Company calculates interest income by applying the 2.1.3 Net gain on derecognition of financial instruments 2.3 Financial assets and liabilities
EIR to the gross carrying amount of financial assets other under amortized cost category 2.2 Financial Instruments– initial recognition 2.3.1 Loans, trade receivables, financial investments
than the credit impaired assets. Where derecognition criteria as per Ind AS 109, including A financial instrument is any contract that gives rise to a and other financial assets at amortized cost
When a financial asset becomes credit impaired and is, transaction of substantially all the risks and rewards financial asset of one entity and a financial liability or equity The Company measures loans, trade receivables and other
therefore, regarded as ‘Stage 3’, the Company calculates relating to assets being transferred to the buyer being instrument of another entity. Financial assets and financial financial investments and assets at amortized cost if both
the interest income by applying the effective interest met, the assets have been derecognized. Income from liabilities are recognized when the entity becomes a party of the following conditions are met:
rate to the net amortized cost of the financial asset. If the assignment transactions i.e. present value of excess to the contractual provisions of the instrument.
financial assets cures and is no longer credit-impaired, interest spread is recognized. Refer Note 2.5 for policy on • The financial asset is held within a business model
derecognition of financial assets and liability. 2.2.1 Date of recognition whose objective is to hold assets in order to collect
the Company reverts to calculating interest income at
gross basis. Financial assets and liabilities, with an exception of loans, contractual cash flows.
2.1.4 Net Gain/Loss on fair value changes debt securities, deposits and borrowings are initially
2.1.1.1 The effective interest rate method The Company recognizes the fair value on investment recognized on the trade date, i.e., the date that the • The contractual terms of the financial asset give
in mutual funds measured at FVTPL in the Statement of Company becomes a party to the contractual provisions rise on specified dates to cash flows that are solely
Under Ind AS 109 interest income is recorded using payments of principal and interest (SPPI) on the
the effective interest rate (EIR) method for all financial profit and loss in accordance with Ind AS 109. of the instrument. Loans are recognized when funds are
disbursed to the customer’s accounts. The Company principal amount outstanding.
instruments measured at amortized cost, debt instrument 2.1.5 Interest Expense
measured at FVTOCI and debt instruments designated recognises debt securities, deposits and borrowings when
The details of these conditions are outlined below.
at FVTPL. The EIR is the rate that exactly discounts Interest expense includes issue costs that are initially funds reach the Company’s accounts.
estimated future cash receipts through the expected life recognized as part of the carrying value of the financial 2.3.1.1 Business model assessment
liability and amortized over the expected life using 2.2.2 Initial measurement of financial instruments
of the financial instrument or, when appropriate, a shorter The Company determines its business model at the level
period, to the net carrying amount of the financial assets. the effective interest method. These include fees and The classification of financial instruments at initial
that best reflects how it manages groups of financial
commissions payable to arrangers and other expenses recognition depends on their contractual terms and
assets to achieve its business objective. The information
The EIR (and therefore, the amortized cost of the asset) such as external legal costs, provided these are the business model for managing the instruments.
considered includes:
is calculated by considering any discount or premium incremental costs that are directly related to the issue of a Financial instruments are initially measured at their fair
on acquisition, fees and transaction costs that are an financial liability. value, except in the case of financial assets and financial The Company's business model is not assessed on an
integral part of the EIR. The Company recognises interest liabilities recorded at Fair value through profit or loss instrument-by-instrument basis, but at a higher level
income using a rate of return that represents the best 2.1.6 Revenue from Contracts with Customers (FVTPL), transaction costs are added to, subtracted from, of aggregated portfolios and is based on observable
estimate of a constant rate of return over the expected life The Company recognizes revenue from contracts with this amount. Trade receivables are measured at the factors such as:
of the loan. Hence, it recognises the effect of potentially customers (other than financial assets to which Ind AS transaction price.
different interest rates charged at various stages, and 109 ‘Financial Instruments’ is applicable) based on a • How the performance of the business model
other characteristics of the product life cycle (including comprehensive assessment model as set out in Ind AS 115 2.2.3 Measurement categories of financial assets and and the financial assets held within that business
prepayments, penalty interest and charges). ‘Revenue from Contracts with Customers’. The Company liabilities model are evaluated and reported to the entity's
identifies contract(s) with a customer and its performance The Company classifies all of its financial assets based key management personnel.
If expectations regarding the cash flows on the financial obligations under the contract, determines the transaction on the business model for managing the assets and the
asset are revised for reasons other than credit risk. The • The risks that affect the performance of the
price and its allocation to the performance obligations in asset’s contractual terms, measured at either:
adjustment is booked as a positive or negative adjustment business model (and the financial assets held
the contract and recognizes revenue only on satisfactory
to the carrying amount of the asset in the balance sheet a) Amortized cost, as explained in Note 2.3.1 within that business model) and, in particular, the
completion of performance obligations.
with an increase or reduction in interest income. The way those risks are managed.
b) FVTPL as explained in Notes 2.3.4
adjustment is subsequently amortized through Interest a) Facilitation fees income is earned on distribution
income in the Statement of profit and loss. c) FVTOCI • How managers of the business are compensated
of services and products of other entities under
(for example, whether the compensation is based
distribution arrangements. The income so
2.1.2 Dividend income The Company classifies and measures its trading on the fair value of the assets managed or on the
earned is recognised on completion of successful
portfolio at FVTPL. The Company may designate financial contractual cash flows collected).
Dividend income is recognized when the Company’s right distribution on behalf of other entities subject
instruments at FVTPL, if so doing eliminates or significantly
to receive the dividend is established, it is probable that to there being no significant uncertainty of • The expected frequency, value and timing of
reduces measurement or recognition inconsistencies.
the economic benefits associated with the dividend will its recovery. sales are also important aspects of the Company’s

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Notes to the Financial Statements Notes to the Financial Statements

For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated) For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated)

assessment. However, information about sales Where the business model is to hold assets to collect such as currency and interest rate swaps , to hedge its advantageous to some holders. When allocating the initial
activity is not considered in isolation, but as part contractual cash flows (i.e. measured at amortized cost) foreign currency risks and interest rate risks, respectively. carrying amount of a compound financial instrument
of an overall assessment of how the Company’s or to collect contractual cash flows and sell (i.e. measured Derivative financial instruments are initially recognized to the equity and liability components, the equity
stated objective for managing the financial assets at fair value through other comprehensive income), the at fair value on the date on which a derivative contract component is assigned as the residual amount after
is achieved and how cash flows are realised. Company assesses whether the financial instruments’ is entered into and are subsequently re-measured at fair deducting from the entire fair value of the instrument,
cash flows represent SPPI. In making this assessment, value. Derivatives are carried as financial assets when the the amount separately determined for the liability
• The stated policies and objectives for the portfolio the Company considers whether the contractual cash fair value is positive and as financial liabilities when the fair component. Once the Company has determined the split
and the operation of those policies in practice. flows are consistent with a basic lending arrangement value is negative. Any gains or losses arising from changes between equity and liability, it further evaluates whether
In particular, whether management’s strategy i.e. interest includes only consideration for the time in the fair value of derivatives are taken directly to profit or the liability component has embedded derivatives that
focuses on earning contractual interest revenue, value of money, credit risk, other basic lending risks and loss except for the effective portion of cash flow hedges, must be accounted for separately.
maintaining a particular interest rate profile, a profit margin that is consistent with a basic lending which is recognised in OCI and later reclassified to profit or
matching the duration of the financial assets arrangement. Where the contractual terms introduce loss when the hedge item affects profit or loss or treated 2.3.4 Financial assets and financial liabilities at fair
to the duration of the liabilities that are funding exposure to risk or volatility that are inconsistent with a as basis adjustment if a hedged forecast transaction value through profit or loss
those assets or realising cash flows through the basic lending arrangement, the related financial asset is subsequently results in the recognition of a non-financial Financial assets and financial liabilities in this category are
sale of the assets; classified and measured at fair value through profit or loss. asset or non-financial liability. those that are not held for trading and have been either
The amortized cost, as mentioned above, is computed designated by management upon initial recognition or
The business model assessment is based on reasonably Changes in the fair value of currency and interest rate
using the effective interest rate method. are mandatorily required to be measured at fair value
expected scenarios without taking 'worst case' or 'stress swaps entered to hedge foreign currency risks and
case’ scenarios into account. If cash flows after initial under Ind AS 109. Management only designates an
After initial measurement, such financial assets are interest rate risks, respectively, on external commercial instrument at FVTPL upon initial recognition when one
recognition are realised in a way that is different from subsequently measured at amortized cost using the borrowing are included in Net loss /(gain) on fair value
the Company's original expectations, the Company does of the following criteria are met. Such designation is
EIR method. Amortized cost is calculated by taking into of derivative contracts measured at fair value through determined on an instrument-by-instrument basis:
not change the classification of the remaining financial account any discount or premium on acquisition and profit or loss under finance cost. Changes in the fair value
assets held in that business model, but incorporates such fees or costs that are an integral part of the EIR. The EIR of other derivatives are included in net gain/(loss) on fair • The designation eliminates, or significantly
information when assessing newly originated or newly amortisation is included in interest income in the profit value changes unless hedge accounting is applied. reduces, the inconsistent treatment that would
purchased financial assets going forward. or loss. The losses arising from ECL impairment are otherwise arise from measuring the assets or
recognized in the profit or loss. The notional amount and fair value of such derivatives are liabilities or recognising gains or losses on them
2.3.1.2 The SPPI test disclosed separately in Note 14. The Company does not on a different basis
As a second step of its classification process the Company 2.3.2 Derivative financial instruments at fair value apply hedge accounting.
assesses the contractual terms of financial assets to through profit or loss Or
identify whether they meet the solely payments of 2.3.3 Debt securities and other borrowed funds
A derivative is a financial instrument or other contract
principal and interest (the ‘SPPI test’). After initial measurement, debt issued and other • The liabilities are part of a group of financial
with all three of the following characteristics:
borrowed funds are subsequently measured at amortized liabilities, which are managed and their
For the purposes of this test, ‘principal’ is defined as the fair • Its value changes in response to the change in a cost. Amortized cost is calculated by taking into account performance evaluated on a fair value basis, in
value of the financial asset on initial recognition and may specified interest rate, financial instrument price, any discount or premium on funds issued, and costs that accordance with a documented risk management
change over the life of the financial asset (for example, if commodity price, foreign exchange rate, index are an integral part of the EIR. A compound financial or investment strategy
there are repayments of principal or amortisation of the of prices or rates, credit rating or credit index, or instrument which contains both a liability and an equity
premium/discount). Or
other variable, provided that, in the case of a non- component is separated at the issue date
financial variable, it is not specific to a party to the • The liabilities containing one or more embedded
‘Interest’ within a lending arrangement are typically For the accounting treatment of financial instruments with
contract (i.e., the 'underlying'). derivatives, unless they do not significantly
the consideration for the time value of money and for equity conversion rights and call options, the Company
the credit risk associated with the principal amount modify the cash flows that would otherwise be
• It requires no initial net investment or an initial net first establishes whether the instrument is a compound
required by the contract, or it is clear with little
outstanding during a particular period of time and for investment that is smaller than would be required instrument and classifies such instrument’s components
other basic lending risks and costs (e.g. liquidity risk and or no analysis when a similar instrument is first
for other types of contracts expected to have a separately as financial liabilities or equity instruments in
administrative costs), as well as profit margin. To make the considered that separation of the embedded
similar response to changes in market factors. accordance with Ind AS 32. Classification of the liability
SPPI assessment, the Company applies judgement and derivative(s) is prohibited
and equity components of a convertible instrument is
considers relevant factors such as the currency in which • It is settled at a future date. not revised as a result of a change in the likelihood that a 2.4 Reclassification of financial asset and liabilities
the financial asset is denominated, and the period for conversion option will be exercised, even when exercising
which the interest rate is set. Initial recognition and subsequent measurement Financial assets are not reclassified subsequent to
the option may appear to have become economically
The Company uses derivative financial instruments, their initial recognition, apart from the exceptional

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Notes to the Financial Statements Notes to the Financial Statements

For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated) For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated)

circumstances in which the Company acquires, disposes the terms of an existing liability are substantially modified, the loan has been reclassified from Stage 2. The Company Exposure at default (EAD) – Exposure at default (EAD) is
of, or terminates a business line. Financial liabilities are such an exchange or modification is treated as the has assessed that all standard exposures (i.e. exposures the sum of outstanding principal and the interest amount
never reclassified. The Company did not reclassify any of derecognition of the original liability and the recognition with no overdues) and exposure up to 30 days overdues accrued but not received on each loan as at reporting date.
its financial assets or liabilities in 2022-23 and 2021-22. of a new liability. The difference in the respective carrying fall under this category.
amounts is recognized in the Statement of profit and loss. Loss given default (LGD) – It is an estimate of the loss
2.5 Derecognition of financial assets and liabilities Stage 2 arising when the event of default occurs. It is based on the
A financial asset (or, where applicable, a part of a financial 2.6 Offsetting of financial instruments When loan that have had a significant increase in credit difference between the contractual cash flows due and
asset or part of a Company of similar financial assets) is Financial assets and financial liabilities are offset and the risk since initial recognition are classified under this stage. those that the lender would expect to receive. It is usually
primarily derecognized when: net amount is reported in the balance sheet when there Based on empirical evidence, significant increase in credit expressed as a percentage of the EAD.
is a legally enforceable right to offset the recognized risk is witnessed after the overdues on an exposure exceed Impairment losses and releases are accounted for and
• The rights to receive cash flows from the asset amounts and there is an intention to settle on a net basis, for a period more than 30 days. Accordingly, the Company
have expired, or disclosed separately from modification losses or gains
or realise the asset and settle the liability simultaneously classifies all exposures with overdues exceeding 30 days that are accounted for as an adjustment of the financial
(‘the offset criteria’). at each reporting date under this Stage. The Company asset’s gross carrying value
• The Company has transferred its rights to receive
records an allowance for the LTECLs. Stage 2 loans also
cash flows from the asset or has assumed an 2.7 Impairment of Financial Assets include facilities, where the credit risk has improved, and The mechanics of the ECL method are summarised below:
obligation to pay the received cash flows in full
without material delay to a third party under a 2.7.1 Overview of principles for measuring expected the loan has been reclassified from Stage 3.
credit loss ('ECL') on financial assets. Stage 1:
‘pass-through’ arrangement; and either: Stage 3
The Company records allowance for expected credit losses The 12mECL is calculated as the portion of LTECLs that
(a) the Company has transferred substantially all the for all loans, other debt financial assets not held at FVTPL, Loans considered credit-impaired. The Company records represent the ECLs that result from default events on
risks and rewards of the asset, or in this section all referred to as ‘financial instruments’. an allowance for the LTECLs. All exposures having overdue a financial instrument that are possible within the 12
Equity instruments are not subject to impairment balances for a period exceeding 90 days are considered to months after the reporting date. The Company calculates
(b) the Company has neither transferred nor retained be defaults and are classified under this stage. the 12mECL allowance based on the expectation of a
under Ind AS 109.
substantially all the risks and rewards of the asset default occurring in the 12 months following the reporting
but has transferred the control of the asset. The ECL allowance is based on the credit losses expected For financial assets for which the Company has no date. These expected 12-month default probabilities are
to arise over the life of the asset (the lifetime expected reasonable expectations of recovering either the entire applied to a EAD and multiplied by the expected LGD.
When the Company has transferred its rights to receive outstanding amount, or a proportion thereof, the gross
credit loss or LTECL), unless there has been no significant
cash flows from an asset or has entered into a pass- carrying amount of the financial asset is reduced. This is Stage 2:
increase in credit risk since origination, in which case, the
through arrangement, it evaluates if and to what extent considered a (partial) derecognition of the financial asset.
allowance is based on the 12 months’ expected credit loss When a loan has shown a significant increase in credit risk
it has retained the risks and rewards of ownership. When
(12mECL). The Company’s policies for determining if there 2.7.2 Methodology for calculating ECL since origination, the Company records an allowance for
it has neither transferred nor retained substantially all
has been a significant increase in credit risk are set out in the LTECLs. The mechanics are similar to those explained
of the risks and rewards of the asset, nor transferred The Company calculates ECL based on a probability
Note 46 (e). above, including the use of multiple scenarios, but PDs and
control of the asset, the Company continues to recognise weighted outcome of factors indicated below to measure
the transferred asset to the extent of the Company’s LGDs are estimated over the lifetime of the instrument.
The 12mECL is the portion of LTECLs that represent the expected cash shortfalls. The Company does not
continuing involvement. In that case, the Company also the ECLs that result from default events on a financial discount such shortfalls considering relatively shorter Stage 3:
recognises an associated liability. The transferred asset instrument that are possible within the 12 months after tenure of loan contracts. A cash shortfall is the difference
and the associated liability are measured on a basis that For loans considered credit-impaired, the Company
the reporting date. between the cash flows that are due to an entity in
reflects the rights and obligations that the Company recognises the lifetime expected credit losses for these
accordance with the contract and the cash flows that the
has retained. Both LTECLs and 12mECLs are calculated on either an loans. The method is similar to that for Stage 2 assets, with
entity expects to receive
individual basis or a collective basis, depending on the the PD set at 100%.
Continuing involvement that takes the form of a guarantee nature of the underlying portfolio of financial instruments. Key factors applied to determine ECL are outlined as
over the transferred asset is measured at the lower of the 2.7.3 Forward looking information
follows:
original carrying amount of the asset and the maximum Based on the above process, the Company categorizes its While estimating the expected credit loss, the Company
amount of consideration that the Company could be loans into Stage 1, Stage 2, Stage 3 as described below: Probability of default (PD) – The probability of default is
reviews macro-economic developments occurring in the
required to repay. an estimate of the likelihood of default over a given time
economy and market it operates in. On a periodic basis,
Stage 1 horizon. A default may only happen at a certain time over
the Company analyses if there is any relationship between
A financial liability is derecognized when the obligation the assessed period, if the facility has not been previously
When loans are first recognised, the Company recognises key economic trends like GDP, Inflation, Unemployment
under the liability is discharged or cancelled or expires. derecognized and is still in the portfolio.
an allowance based on 12mECLs. Stage 1 loans also rates, Benchmark rates set by Reserve Bank of India, with
When an existing financial liability is replaced by another include facilities where the credit risk has improved, and
from the same lender on substantially different terms, or

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For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated) For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated)

the estimate of PD, LGD determined by the Company Fair value is the price at the measurement date that would observable market data available over the entire at the spot rate of exchange at the reporting date. All
based in its internal data. While the internal estimates be received to sell an asset or paid to transfer a liability, in period of the instrument’s life. Such Inputs include exchange differences arising from foreign currency
of PD, LGD rates by the Company may not be always an orderly transaction between market participants at the quoted prices for similar assets or liabilities borrowings to the extent not capitalized are regarded as a
reflective of such relationships, temporary overlays are measurement date. The fair value measurement is based in active markets, quoted prices for identical cost of borrowing and presented under Finance cost.
embedded in the methodology to reflect such macro- on the presumption that the transaction to sell the asset instruments in inactive markets and observable
economic trends reasonably. or transfer the liability takes place either: inputs other than quoted prices such as interest Non–monetary items that are measured at historical
rates and yield curves, implied volatilities, and cost in a foreign currency are translated using the spot
2.7.4 Write-offs • In the principal market for the asset or liability, or credit spreads. In addition, adjustments may exchange rates as at the date of recognition.
Loans are written off in their entirety only when the be required for the condition or location of the
• In the absence of a principal market, in the most 2.10 Leasing
Company has stopped perusing the recovery. This is asset or the extent to which it relates to items
advantageous market for the asset or liability The Company assesses at contract inception whether
generally the case when the Company determines that that are comparable to the valued instrument.
the borrower does not have assets or sources of income The principal or the most advantageous market must be However, if such adjustments are based on a contract is, or contains, a lease. That is, if the contract
that could generate sufficient cash flows to repay the accessible by the Company. unobservable inputs which are significant to the conveys the right to control the use of an identified asset
amounts subject to write-offs. If the amount to be written entire measurement, the Company will classify the for a period of time in exchange for consideration.
off is greater than the accumulated loss allowance, the The fair value of an asset or a liability is measured using instruments as Level 3.
the assumptions that market participants would use Where the Company is lessee
difference is first treated as an addition to the allowance
that is then applied against the gross carrying amount. when pricing the asset or liability, assuming that market • Level 3 financial instruments − Includes one The Company applies a single recognition and
Any subsequent recoveries against such loan are credited participants act in their economic best interest. or more unobservable input where there is measurement approach for all leases, except for short-
to the Statement of profit and loss. little market activity for the asset/liability at term leases and leases of low-value assets. The Company
A fair value measurement of a non-financial asset takes the measurement date that is significant to the recognises lease liabilities to make lease payments and
2.7.5 Impairment of non-financial assets into account a market participant’s ability to generate measurement as a whole. right-of-use assets representing the right to use the
economic benefits by using the asset in its highest and underlying assets.
The Company assesses, at each reporting date, whether For assets and liabilities that are recognized in the
best use or by selling it to another market participant that
there is an indication that an asset may be impaired. If any Financial statements on a recurring basis, the Company
would use the asset in its highest and best use. • Right-of-use assets
indication exists, or when annual impairment testing for determines whether transfers have occurred between
an asset is required, the Company estimates the asset’s Accordingly, the Company uses valuation techniques The Company recognises right-of-use assets at the
levels in the hierarchy by re-assessing categorisation
recoverable amount. An asset’s recoverable amount is that are appropriate in the circumstances and for commencement date of the lease (i.e., the date the
(based on the lowest level input that is significant to the
the higher of an asset’s fair value less costs of disposal which sufficient data is available to measure fair value, underlying asset is available for use). Right-of-use assets
fair value measurement as a whole) at the end of each
and its value in use. Recoverable amount is determined maximizing the use of relevant observable inputs and are measured at cost, less any accumulated depreciation
reporting period.
for an individual asset, unless the asset does not generate minimizing the use of unobservable inputs. and accumulated impairment losses, and adjusted for any
cash inflows that are largely independent of those from The Company evaluates the levelling at each reporting remeasurement of lease liabilities. The cost of right-of-use
other assets or groups of assets. When the carrying In order to show how fair values have been derived, period on an instrument-by-instrument basis and assets includes the amount of lease liabilities recognised,
amount of an asset exceeds its recoverable amount, the financial instruments are classified based on a hierarchy of reclassifies instruments when necessary based on the initial direct costs incurred, and lease payments made
asset is considered impaired and is written down to its valuation techniques, as summarised below: facts at the end of the reporting period. at or before the commencement date less any lease
recoverable amount. incentives received. Right-of-use assets are depreciated
• Level 1 financial instruments - Those where 2.9 Foreign Currency transactions on a straight-line basis over the shorter of the lease term
In assessing value in use, the estimated future cash flows the inputs used in the valuation are unadjusted and the estimated useful lives of the assets.
2.9.1 Functional and presentation currency
are discounted to their present value using a pre-tax quoted prices from active markets for identical
discount rate that reflects current market assessments of assets or liabilities that the Company has access to The Financial statements are presented in Indian Rupees If ownership of the leased asset transfers to the Company
the time value of money and the risks specific to the asset. at the measurement date. The Company considers (INR), which are the functional currency of the Company at the end of the lease term or the cost reflects the exercise
In determining fair value less costs of disposal, recent markets as active only if there are sufficient trading and the currency of the primary economic environment in of a purchase option, depreciation is calculated using the
market transactions are taken into account. If no such activities with regards to the volume and liquidity which the Company operates. estimated useful life of the asset.
transactions can be identified, an appropriate valuation of the identical assets or liabilities and when there
are binding and exercisable price quotes available
2.9.2 Transaction and balance The right-of-use assets are also subject to impairment.
model is used.
on the balance sheet date. Transactions in foreign currencies are initially recorded in Refer to the accounting policies in note 2.7.5 Impairment
2.8 Fair value measurement the functional currency at the spot rate of exchange ruling of non-financial assets.
• Level 2 financial instruments - Those where at the date of the transaction.
The Company measures financial instruments, such as, • Lease Liabilities
the inputs that are used for valuation and are
derivatives at fair value at each balance sheet date.
significant, are derived from directly or indirectly Monetary assets and liabilities denominated in foreign At the commencement date of the lease, the Company
currencies are retranslated into the functional currency recognises lease liabilities measured at the present

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For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated) For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated)

value of lease payments to be made over the lease term. depreciation and accumulated impairment in value if any. 2.13 Intangible assets 2.14.2 Share-based payment arrangements
The lease payments include fixed payments (including Cost comprises the purchase price and any attributable
The Company’s intangible assets mainly include the The Company has formulated an Employees Stock Option
in substance fixed payments) less any lease incentives cost of bringing the asset to its working condition for
Computer Software. An intangible asset is recognized Schemes to be administered through a Trust. The scheme
receivable, variable lease payments that depend on an its intended use. Changes in the expected useful life are
only when its cost can be measured reliably and it is provides that subject to continued employment with the
index or a rate, and amounts expected to be paid under accounted for by changing the amortisation period or
probable that the expected future economic benefits that Company, the employees are granted an option to acquire
residual value guarantees. The lease payments also methodology, as appropriate, and treated as changes in
are attributable to it will flow to the Company. Intangible equity shares of the Company that may be exercised
include the exercise price of a purchase option reasonably accounting estimates.
assets acquired separately are measured on initial within the specified period.
certain to be exercised by the Company and payments
of penalties for terminating the lease, if the lease term If significant parts of an item of Property, plant and recognition at cost. The cost of equity-settled transactions is determined by
reflects the Company exercising the option to terminate. equipment have different useful lives, then they are
The Company assesses at each Balance Sheet date the fair value at the date when the grant is made using
accounted for as a separate items (major components) of
whether there is any indication that an intangible asset an appropriate valuation model. Further details are
In calculating the present value of lease payments, the Property, plant and equipment.
may be impaired. given in Note 42.
Company uses its incremental borrowing rate at the
lease commencement date because the interest rate Leasehold improvements are amortized on straight line
The useful lives of intangible assets are assessed to be That cost is recognized in employee benefits expense
implicit in the lease is not readily determinable. After basis over the lease term or the estimated useful life of the
either finite or indefinite. Intangible assets with finite over the period in which service conditions are fulfilled,
the commencement date, the amount of lease liabilities assets, whichever is lower.
lives are amortized over the useful economic life. The together with a corresponding increase in employee
is increased to reflect the accretion of interest and stock option plan reserve in other equity. The cumulative
The residual values, useful lives and methods of amortisation period and the amortisation method for an
reduced for the lease payments made. In addition, the expense is recognized for equity-settled transactions
depreciation of property, plant and equipment are intangible asset with a finite useful life are reviewed at
carrying amount of lease liabilities is remeasured if there at each reporting date until the vesting date reflects
reviewed at each financial year end and adjusted least at the end of each reporting period.
is a modification, a change in the lease term, a change the extent to which the vesting period has expired. The
prospectively, if appropriate
in the lease payments (e.g., changes to future payments Amortisation is calculated using the straight-line method expense or credit in the Statement of profit and loss for a
resulting from a change in rate used to determine such Property plant and equipment is derecognized on disposal to write down the cost of intangible assets to their residual period represents the movement in cumulative expense
lease payments) or a change in the assessment of an or when no future economic benefits are expected from values over their estimated useful lives, as follows: recognized as at the beginning and end of that period and
option to purchase the underlying asset. its use. Any gain or loss arising on derecognition of the is recognized in employee benefits expense.
asset (calculated as the difference between the net Computer software - 3-6 years
Short term lease Service conditions are not taken into account when
disposal proceeds and the carrying amount of the asset) is
Changes in the expected useful life or the expected determining the grant date fair value of awards, but the
The Company applies the short-term lease recognition recognized in other income / expense in the Statement of
pattern of consumption of future economic benefits likelihood of the conditions being met is assessed as
exemption to its short-term leases (i.e., those leases profit and loss in the year the asset is derecognised.
embodied in the asset are considered to modify the part of the Company’s best estimate of the number of
that have a lease term of 12 months or less from the
Depreciation on Property, plant and equipment provided amortisation period or method, as appropriate, and are equity instruments that will ultimately vest. No expense is
commencement date and do not contain a purchase
on written down value method at the rate arrived based treated as changes in accounting estimates. recognized for awards that do not ultimately vest because
option). Lease payments on short-term leases are
recognized as and when due. on useful life of the assets, prescribed under schedule II of service conditions have not been met.
An intangible asset is derecognized upon disposal (i.e., at
the Act, which also represents the estimate of the useful
the date the recipient obtains control) or when no future The dilutive effect of outstanding options is reflected as
2.11 Cash and Cash equivalents life of the assets by the management.
economic benefits are expected from its use. Any gain or additional share dilution in the computation of diluted
Cash and cash equivalent in the balance sheet comprise loss arising upon derecognition of the asset (calculated as
Depreciation on assets sold during the year is charged to earnings per share.
cash at banks and on hand and short-term deposits with the difference between the net disposal proceeds and the
the Statement of profit and loss up to the date of sale.
an original maturity of three months or less, which are carrying amount of the asset) is included in the Statement 2.14.3 Defined contribution plans
subject to an insignificant risk of changes in value. The Company has used the following useful lives to provide of profit and loss. when the asset is derecognized. Obligations for contributions to defined contribution
depreciation on its Property, plant and equipment. plans are expensed as the related service is provided.
For the purpose of the Statement of cash flows, cash and 2.14 Retirement and other Employee benefits
cash equivalents consist of cash and short-term deposits, Post-employment benefits in the form of provident fund
Asset category Useful life (in years) 2.14.1 Short term employee benefits
as defined above, net of outstanding bank overdrafts as , and other funds are defined contribution scheme.
Furniture & Fixture 10 Short-term employee benefits are expensed as the related
they are considered an integral part of the Company’s
Electrical fittings 10 The Company has no obligation, other than the
cash management. service is provided. A liability is recognized for the amount
contribution payable to the provident fund and pension
Computers & Printers 3 expected to be paid if the Company has a present legal or
2.12 Property, Plant and Equipment (PPE) scheme. The Company recognises contribution payable
constructive obligation to pay this amount as a result of
Office Equipment 5 to scheme as an expense, when an employee renders the
Property, plant and equipment is stated at cost excluding past service provided by the employee and the obligation
Vehicles 8 related service. If the contribution payable to the scheme
the costs of day–to–day servicing, less accumulated can be estimated reliably.

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For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated) For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated)

for service received before the balance sheet date exceeds 2.14.5 Other long-term employee benefits Current tax assets and liabilities are offset only if, Deferred tax assets and liabilities are measured at the tax
the contribution already paid, the deficit payable to the the Company: rates that are expected to apply in the year when the asset
Compensated absences are a long-term employee benefit
scheme is recognized as a liability after deducting the is realised or the liability is settled, using tax rates (and tax
and are accrued based on an actuarial valuation done as • has a legally enforceable right to set off the
contribution already paid. If the contribution already paid per projected unit credit method as at the Balance Sheet laws) that have enacted or substantively enacted at the
exceeds the contribution due for services received before recognized amounts; and reporting date.
date, carried out by an independent actuary.
the balance sheet date, then excess is recognized as an
• intends either to settle on a net basis, or to realise Deferred tax relating to items recognized outside profit
asset to the extent that the pre-payment will lead to, for Actuarial gains and losses arising during the year are
the asset and settle the liability simultaneously. or loss is recognized outside profit or loss (either in other
example, a reduction in future payment or a cash refund. immediately recognized in the Statement of profit and loss.
comprehensive income or in equity). Deferred tax items
2.17.2 Deferred tax
2.14.4 Defined benefit plans 2.15 Provisions are recognized in correlation to the underlying transaction
Deferred tax is provided using the balance sheet approach either in OCI or directly in equity.
The Company has defined benefit gratuity plan. The Provisions are recognized when the Company has a on temporary differences between the tax bases of assets
Company’s net obligation in respect of gratuity is present obligation (legal or constructive) as a result of Deferred tax assets and liabilities are offset only if:
and liabilities and their carrying amounts for financial
calculated by estimating the amount of future benefit that past events, and it is probable that an outflow of resources reporting purposes at the reporting date.
employees have earned in the current and prior periods, embodying economic benefits will be required to settle • the entity has a legally enforceable right to set off current
discounting that amount and deducting the fair value of the obligation, and a reliable estimate can be made of Deferred tax liabilities are recognized for all taxable tax assets against current tax liabilities; and
any plan assets. the amount of the obligation. When the effect of the time temporary differences, except:
value of money is material, the Company determines • the deferred tax assets and the deferred tax liabilities relate
The calculation of defined benefit obligations is performed • Where the deferred tax liability arises from the to income taxes levied by the same taxation authority on
the level of provision by discounting the expected cash
annually by a qualified actuary using the projected unit initial recognition of goodwill or of an asset or the same taxable entity.
flows at a pre-tax rate reflecting the current rates specific
credit method. When the calculation results in a potential liability in a transaction that is not a business
to the liability. When discounting is used, the increase in
asset for the Company, the recognized asset is limited to combination and, at the time of the transaction, 2.17.3 Goods and services tax /value added taxes paid
the provision due to the passage of time is recognized as
the present value of economic benefits available in the affects neither the accounting profit nor taxable on acquisition of assets or on incurring expenses
a finance cost. The expense relating to any provision is
form of any future refunds from the plan or reductions in profit or loss. Expenses and assets are recognized net of the goods and
presented in the Statement of profit and loss net of any
future contributions to the plan. To calculate the present services tax/value added taxes paid, except:
reimbursement.
value of economic benefits, consideration is given to any • In respect of taxable temporary differences
applicable minimum funding requirements. 2.16 Share issue expenses associated with investments in subsidiaries, • When the tax incurred on a purchase of assets or services is
where the timing of the reversal of the temporary not recoverable from the taxation authority, in which case,
Remeasurement of the net defined benefit liability/asset, Incremental costs that are directly attributable to the
differences can be controlled and it is probable the tax paid is recognized as part of the cost of acquisition
which comprise actuarial gains and losses, the return issue of an equity instrument (i.e. they would have been
that the temporary differences will not reverse in of the asset or as part of the expense item, as applicable
on plan assets (excluding interest) and the effect of the avoided if the instrument had not been issued) are
the foreseeable future.
asset ceiling (if any, excluding interest), are recognized deducted from equity. • When receivables and payables are stated with the
immediately in the balance sheet with a corresponding Deferred tax assets are recognized for all deductible amount of tax included
debit or credit to OCI ( other Comprehensive Income) 2.17 Taxes
temporary differences, the carry forward of unused tax
in the period in which they occur. Net interest expense 2.17.1 Current tax credits and any unused tax losses. Deferred tax assets are The net amount of tax recoverable from, or payable to,
(income) on the net defined liability (assets) is computed recognized to the extent that it is probable that taxable the taxation authority is included as part of receivables or
Current tax assets and liabilities for the current and
by applying the discount rate, used to measure the net profit will be available against which the deductible payables in the Balance sheet.
prior years are measured at the amount expected to
defined liability (asset), to the net defined liability (asset) at temporary differences, and the carry forward of unused
be recovered from, or paid to, the taxation authorities. 2.18 Earning per share
the start of the financial year after taking into account any tax credits and unused tax losses can be utilised Deferred
It is computed using tax rates and tax laws enacted or
changes as a result of contribution and benefit payments tax assets are reviewed at each reporting date and are The Company reports basic and diluted earnings per share
substantively enacted at the reporting date.
during the year. Net interest expense and other expenses reduced to the extent that it is no longer probable that in accordance with Ind AS33 on Earnings per share. Basic
related to defined benefit plans are recognized in profit or Current income tax relating to items recognized outside sufficient taxable profit will be available to allow all or part earnings per share are calculated by dividing the net profit
loss. Remeasurements are not reclassified to profit or loss profit or loss is recognized outside profit or loss (either of the deferred tax asset to be utilized. or loss for the year attributable to equity shareholders
in subsequent periods. in other comprehensive income or in equity). Current by the weighted average number of equity shares
tax items are recognized in correlation to the underlying Unrecognized deferred tax assets are reassessed at each outstanding during the period. Partly paid equity shares
When the benefits of a plan are changed or when a reporting date and recognized to the extent that it has
transaction either in OCI or directly in equity. Management are treated as a fraction of an equity share to the extent
plan is curtailed, the resulting change in benefit that become probable that future taxable profits will allow the
periodically evaluates positions taken in the tax returns that they are entitled to participate in dividends relative
relates to past service or the gain or loss on curtailment
with respect to situations in which applicable tax deferred tax asset to be recovered. to a fully paid equity share during the reporting year.
is recognized immediately in profit or loss. The Company
recognises gains and losses on the settlement of a defined regulations are subject to interpretation and establishes
benefit plan when the settlement occurs. provisions where appropriate.

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For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated) For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated)

For the purpose of calculating diluted earnings per share, Own equity instruments that are reacquired (treasury and whether the reasons are consistent with the objective judgments about the ultimate outcomes of the
the net profit or loss for the year attributable to equity shares) are recognized at cost and deducted from equity. of the business for which the asset was held. Monitoring is transactions. Payments that are expected to be incurred
shareholders and the weighted average number of shares No gain or loss is recognized in profit or loss on the part of the Company’s continuous assessment of whether after more than one year are discounted at a rate which
outstanding during the period are adjusted for the effects purchase, sale, issue or cancellation of the Company’s own the business model for which the remaining financial reflects both current interest rates and the risks specific to
of all dilutive potential equity shares. Dilutive potential equity instruments. Any difference between the carrying assets are held continues to be appropriate and if it is not that provision.
equity shares are deemed converted as of the beginning amount and the consideration, if reissued, is recognized appropriate whether there has been a change in business
of the period, unless they have been issued at a later in capital reserve. Share options exercised during the model and so a prospective change to the classification of Share Based Payment
date. In computing the dilutive earnings per share, only reporting period are satisfied with treasury shares. those assets. Estimating fair value for share-based payment transactions
potential equity shares that are dilutive and that either requires determining of the most appropriate valuation
reduces the earnings per share or increases loss per share 2.22 Significant accounting judgements, estimates and Fair value of financial instrument model, which is dependent on the terms and conditions
are included. assumptions The fair value of financial instruments is the price that of the grant. This estimate also requires determination
The preparation of financial statements requires the would be received to sell an asset or paid to transfer a of the most appropriate inputs to the valuation model
2.19 Segment reporting management to make judgments, estimates and liability in an orderly transaction in the principal (or most including the expected life of the share option, volatility
Operating segments are reported in a manner consistent assumptions that affects the reported amounts of assets, advantageous) market at the measurement date under and dividend yield and making assumptions about them.
with the internal reporting provided to the Chief Operating liabilities, revenue and expenses and the accompanying current market conditions (i.e., an exit price) regardless
Decision Maker. disclosures, , as well as the disclosure of contingent of whether that price is directly observable or estimated Defined employee benefit assets and liabilities
liabilities, at the end of the reporting period. Although using another valuation technique. When the fair values The cost of the defined benefit gratuity plan and the
The MD and CEO of the Company has been identified as these estimates are based on the management's best of financial assets and financial liabilities recorded present value of the gratuity obligation are determined
the Chief Operating Decision Maker for the Company. knowledge of current events and actions, uncertainty in the balance sheet cannot be derived from active using actuarial valuations. An actuarial valuation
about these assumptions and estimates could result in the markets, they are determined using a variety of valuation involves making various assumptions that may differ
2.20 Contingent Liabilities and Contingent Assets
outcomes requiring a material adjustment to the carrying techniques that include the use of valuation models. The from actual developments in the future. These include
A Contingent Liability a possible obligation that arises amounts of assets or liabilities affected in future periods inputs to these models are taken from observable markets the determination of the discount rate, future salary
from past events whose existence will be confirmed by the where possible, but where this is not feasible, estimation increases and mortality rates. Due to the complexities
occurrence or non-occurrence of one or more uncertain Estimates and underlying assumptions are reviewed on is required in establishing fair values. Judgements and involved in the valuation and its long-term nature, a
future events beyond the control of the Company or a an ongoing basis. Revisions to estimates are recognized estimates include considerations of liquidity and model defined benefit obligation is highly sensitive to changes in
present obligation that is not recognized because it is not prospectively. inputs related to items such as credit risk (both own and these assumptions. All assumptions are reviewed at each
probable that an outflow of resources will be required to counterparty), funding value adjustments, correlation reporting date.
settle the obligation. A contingent liability also arises in In particular, information about significant areas of
and volatility.
extremely rare cases where there is a liability that cannot estimation, uncertainty and critical judgments in applying Other estimates
be recognized because it cannot be measured reliably. accounting policies that have the most significant effect Impairment of financial asset
on the amounts recognized in the financial statements is • Useful lives of depreciable/amortizable assets  –
The Company does not recognize a contingent liability Judgment is required by management in the estimation Management reviews its estimate of the useful
but discloses its existence in the Financial statements. included in the following notes:
of the amount and timing of future cash flows when lives of depreciable/amortizable asset at each
Business model assessment determining an impairment allowance for loans and reporting date, based on expected utility of assets.
A contingent asset is a possible asset that arises from
advances. In estimating these cash flows, the Company Uncertainties in these estimates relate to technical
past events and whose existence will be confirmed only Classification and measurement of financial assets
makes judgments about the borrower’s financial situation. and economic obsolescence that may change the
by the occurrence or non-occurrence of one or more depends on the results of the SPPI and the business
These estimates are based on assumptions about a utility of assets
uncertain future events not wholly within the control model test. The Company determines the business model
number of factors such as credit quality, level of arrears
of the entity. Contingent assets are disclosed, where an at a level that reflects how groups of financial assets • Recognition of deferred tax assets  – The extent
etc. and actual results may differ, resulting in future
inflow of economic benefits are probable. The Company are managed together to achieve a particular business to which deferred tax assets can be recognized
changes to the impairment allowance.
shall not recognise a contingent asset unless the recovery objective. This assessment includes judgement reflecting is based on assessment of the probability of the
is virtually certain. all relevant evidence including how the performance of Provisions other than impairment on loan portfolio future taxable income against which the deferred
the assets is evaluated and their performance measured, tax assets can be utilized.
2.21 Treasury Shares the risks that affect the performance of the assets and how Provisions are held in respect of a range of future
obligations such as employee benefit plans and cash loss
The Company has created an Employee Benefit Trust (EBT) these are managed and how the managers of the assets 2.23 New standards, interpretations, and amendments:
are compensated. The Company monitors financial assets contingencies. Some of the provisions involve significant
for providing share-based payment to its employees. The The Ministry of Corporate Affairs (MCA) notifies new
measured at amortized cost or fair value through other judgment about the likely outcome of various events
Company uses EBT as a vehicle for distributing shares to standards or amendments to the existing standards under
comprehensive income that are derecognized prior to and estimated future cash flows. The measurement of
employees under the employee stock option schemes. Companies (Indian Accounting Standards) Rules as issued
their maturity to understand the reason for their disposal these provisions involves the exercise of management

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For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated) For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated)

from time to time. On March 31, 2023, MCA amended the amendments to Ind AS 8 to help entities distinguish 3. Cash and cash equivalents
Companies (Indian Accounting Standards) Amendment changes in accounting policies from changes in
Rules, 2023, as below: accounting estimates. The effective date for adoption of Particulars As at As at
March 31, 2023 March 31, 2022
this amendment is annual periods beginning on or after
Ind AS 1, Presentation of Financial Statements – April 1, 2023. The Company has evaluated the amendment Cash on hand 65.59 148.19
This amendment requires the entities to disclose and there is no impact on its financial statements. Balances with banks
their material accounting rather than their significant - on current accounts 7,637.05 9,365.40
accounting policies. The effective date for adoption of this Ind AS 12, Income Taxes – This amendment has narrowed - deposits with original maturity of less than 3 months* 1,800.97 600.13
amendment is annual periods beginning on or after April the scope of the initial recognition exemption so that it
Total 9,503.61 10,113.72
1, 2023. The Company has evaluated the amendment does not apply to transactions that give rise to equal and
* Short-term deposits are made for varying periods of between one day and three months, depending on the immediate cash requirements of the
and the impact of the amendment is insignificant in the offsetting temporary differences. The effective date for Company and earn interest at the respective short-term deposit rates.
financial statements. adoption of this amendment is annual periods beginning
on or after April 1, 2023. 4. Bank balance other than cash and cash equivalents
Ind AS 8, Accounting Policies, Changes in Accounting
Estimates and Errors – This amendment has introduced The Company has evaluated the amendment and there is Particulars As at As at
a definition of ‘accounting estimates’ and included no impact on its financial statements. March 31, 2023 March 31, 2022
Deposits with remaining maturity of less than 12 months
- to the extent held as margin money deposits against borrowings and guarantees 755.83 860.33
- lien Free Deposits 3.82 60.54
Deposits with remaining maturity of more than 12 months
- to the extent held as margin money deposits against borrowings and guarantees 387.01 497.60
- lien Free Deposits - 3.79
Total 1,146.66 1,422.26
Note: Fixed deposit and other balances with banks earns interest at contractual fixed rates.

5. Trade receivables (at amortised cost)

Particulars As at As at
March 31, 2023 March 31, 2022
Unsecured considered good 143.81 42.53
Less : Impairment Loss Allowance - -
Total 143.81 42.53

Trade receivables ageing schedule as on March 31, 2023

Particulars Outstanding for following periods from due date of payment* Total
Less than 6 months 1-2 years 2-3 years More than
6 months - 1 year 3 years
(i) Undisputed trade receivables – considered good 143.23 0.14 0.44 - - 143.81
(ii) Undisputed trade receivables – which have - - - - - -
significant increase in credit risk
(iii) Undisputed trade receivables – credit impaired - - - - - -
(iv) Disputed trade receivables considered good - - - - - -
(v) Disputed trade receivables – which have significant - - - - - -
increase in credit risk
(vi) Disputed trade receivables – credit impaired - - - - - -
143.23 0.14 0.44 - - 143.81

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Notes to the Financial Statements Notes to the Financial Statements

For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated) For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated)

Trade receivables ageing schedule as on March 31, 2022 Overview of the Loan Portfolio of the Company

Particulars Outstanding for following periods from due date of payment* Total The Company is primarily in the business of providing micro loans towards income generating activities with its operations spread out
in different parts of India. The table below discloses credit quality of the Company's exposures as at reporting date.
Less than 6 months 1-2 years 2-3 years More than
6 months - 1 year 3 years Gross portfolio movement for the year ended March 31, 2023
(i) Undisputed trade receivables – considered good 41.99 - - 0.38 0.16 42.53
(ii) Undisputed trade receivables – which have significant - - - - - - Particulars Stage I * Stage II Stage III Total
increase in credit risk Gross carrying value of loans as at April 1, 2022 57,890.26 1,310.91 3,584.27 62,785.44
(iii) Undisputed trade receivables – credit impaired - - - - - - New loans originated during the year, net off for repayments and 23,707.74 (647.11) 168.14 23,228.77
(iv) Disputed trade receivables considered good - - - - - - derecognised portfolio
(v) Disputed trade receivables – which have significant - - - - - - Loans written off during the year - - (2,472.01) (2,472.01)
increase in credit risk Movement between stages
(vi) Disputed trade receivables – credit impaired - - - - - - Transfer from stage I (1,554.02) 269.03 1,284.99 -
41.99 - - 0.38 0.16 42.53 Transfer from stage II 4.98 (331.33) 326.35 -
*In case of no due date of payment disclosure has been given based on the date of the transaction. Transfer from stage III 1.76 0.99 (2.75) -
Note: No trade or other receivable are due from directors and other officers of the Company either severally or jointly with any other person. Nor any Gross carrying value of loans as at March 31, 2023 80,050.72 602.49 2,888.99 83,542.20
trade or other receivable are due from firms or private companies respectively in which any director is a partner, a director or a member. Trade receivable
are non-interest bearing and generally on terms of 30 to 90 days.
Gross portfolio movement for the year ended March 31, 2022
6. Loans (at amortised cost)
Particulars Stage I * Stage II Stage III Total
Particulars As at As at
Gross carrying value of loans as at April 1, 2021 40,763.84 3,137.58 2,558.90 46,460.32
March 31, 2023 March 31, 2022
Term Loans: New loans originated during the year, net off for repayments and 19,372.32 (1,491.18) 1,378.36 19,259.51
derecognised portfolio
Joint liability loans 80,614.55 61,454.18
Loans written off during the year - - (2,934.39) (2,934.39)
MSME Loans 2,927.65 1,331.26
Total - Gross 83,542.20 62,785.44 Movement between stages
Less: Impairment loss allowance (3,126.62) (3,603.50) Transfer from stage I (2,640.41) 818.39 1,822.02 -
Total - Net 80,415.58 59,181.94 Transfer from stage II 352.08 (1,176.07) 823.99 -
(a) Secured 1,155.23 271.61 Transfer from stage III 42.43 22.19 (64.62) -
(b) Unsecured 82,386.97 62,513.83 Gross carrying value of loans as at March 31, 2022 57,890.26 1,310.91 3,584.27 62,785.44
Total - Gross 83,542.20 62,785.44 *Includes principal overdue from 1 to 30 days amounting to ₹ 44.67 million and ₹ 95.62 million as on March 31, 2023 and March 31, 2022 respectively.
Less: Impairment loss allowance (3,126.62) (3,603.50)
Reconciliation of loss allowance provision from beginning to end of reporting period:
Total - Net 80,415.58 59,181.94
(a) Public sector - - Particulars Loans Total Other financial
Stage I Stage II Stage III assets(refer
(b) Others 83,542.20 62,785.44
note 7-B)
Total - Gross 83,542.20 62,785.44
ECL allowance on April 01, 2022 597.12 452.39 2,553.99 3,603.50 11.37
Less: Impairment loss allowance (3,126.62) (3,603.50)
New assets originated during the year, netted off for 244.55 (223.35) 119.71 140.91 8.56
Total - Net 80,415.58 59,181.94 repayments and derecognised portfolio
Above amount include
Loans written off during the year (2,472.01) (2,472.01) -
(a) Loans provided in India 83,542.20 62,785.44
Movement between stages
(b) Loans provided outside India - -
Transfer from stage I (16.02) 2.77 13.25 - -
Total - Gross 83,542.20 62,785.44
Transfer from stage II 1.72 (114.34) 112.62 - -
Less: Impairment loss allowance (3,126.62) (3,603.50)
Total - Net 80,415.58 59,181.94 Transfer from stage III 1.26 0.70 (1.96) - -

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For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated) For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated)

Reconciliation of loss allowance provision from beginning to end of reporting period (contd.): 9. Deferred tax assets (net)

Particulars Loans Total Other financial Particulars As at As at

assets(refer March 31, 2023 March 31, 2022
Stage I Stage II Stage III
note 7-B) A. Deferred tax assets:
Impact on ECL on account of movement between (124.21) 122.95 1,855.48 1,854.22 - Impairment allowance for financial assets 730.50 900.39
stages/ updates to ECL model Differences of written down value of Property, plant and equipment and intangible Assets 20.56 15.29
ECL allowance on March 31, 2023 704.42 241.12 2,181.08 3,126.62 19.93 Provision for employee benefits 57.61 36.10
Financial liabilities measured at amortised cost 10.73 6.42
ECL allowance on April 01, 2021 449.56 868.23 1,535.23 2,853.02 9.36 Fair valuation of derivative financial instruments (0.35) 19.41
New assets originated during the year, netted off for 213.65 (412.64) 826.96 627.97 2.01 EIR impact on loan portfolio 181.93 111.37
repayments and derecognised portfolio
Expenses incurred on initial public offering 42.62 3.31
Loans written off during the year - - (2,934.39) (2,934.39)
Other temporary difference 10.02 5.10
Movement between stages
Total deferred tax assets 1,053.62 1,097.39
Transfer from stage I (29.12) 9.03 20.09 - -
Transfer from stage II 97.43 (325.44) 228.01 - -
B. Deferred tax liabilities
Transfer from stage III 25.46 13.31 (38.77) - -
Excess interest spread (EIS) receivable (144.87) (101.54)
Impact on ECL on account of movement between (159.86) 299.90 2,916.86 3,056.90 -
stages/ updates to ECL model Stage 3 interest income (131.29) (128.29)
ECL allowance on March 31, 2022 597.12 452.39 2,553.99 3,603.50 11.37 (276.16) (229.83)
Net deferred tax assets (A+B) 777.46 867.56
7. Other financial assets (at amortised cost)
Particulars As at As at C. Movement in Deferred tax assets (net)
March 31, 2023 March 31, 2022 Particulars As at (Charge)/credit Recognized Recognized in As at
A. Security deposits April 01, in Statement of in other other equity March 31,
Unsecured, considered goods 60.40 26.92 2022 profit and loss comprehensive for the year 2023
for year ended income for year ended March
A 60.40 26.92 March 31, 2023 ended March 31, 2023
B. Other assets 31, 2023
Excess interest spread (EIS) receivable 635.38 435.08 Assets
Advances recoverable in cash or for value to be received 293.35 58.45 Impairment allowance for financial assets 900.39 (169.89) - - 730.50
Initial public offer expenses recoverable* - 55.97 Differences of written down value of Property, 15.29 5.27 - - 20.56
plant and equipment and intangible assets
Less : Impairment loss allowance (refer note 6 for movement) (19.93) (11.37)
Provision for employee benefits 36.10 22.57 (1.06) - 57.61
B 908.80 538.13
Provisions allowable on payment basis - - - - -
Total (A+B) 969.20 565.05 Financial liabilities measured at amortised cost 6.42 4.31 - - 10.73
* During the year ended March 31, 2023, the Company has completed initial public offer (IPO) of 29,999,813 shares of face value of C 10 each at an issue
price C 368 comprising fresh issue of 1,63,04,347 and offer for sale of 1,36,95,466 by selling shareholders. The above expenses pertain to offer for sale
Fair valuation of derivative financial instruments 19.41 (19.76) - (0.35)
component in IPO which as per terms of agreement were recoverable from selling shareholders. EIR impact on term loans 111.37 70.56 - - 181.93
Expenses incurred on initial public offering 3.31 (13.97) 53.28 42.62
8. Current tax assets (net)
Other temporary difference 5.10 4.92 - - 10.02
Particulars As at As at Liabilities
March 31, 2023 March 31, 2022 EIS receivable (101.54) (43.33) - - (144.87)
Advance income tax (net) 383.57 353.61 Stage 3 interest income (128.29) (3.00) - - (131.29)
Total 383.57 353.61 Total 867.56 (142.33) (1.06) 53.28 777.46

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For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated) For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated)

Particulars As at (Charge)/credit Recognized Recognized in As at Particulars Gross carrying amount (at cost) Depreciation Net
April 01, in Statement of in Other other equity March 31, Carrying
2021 profit and loss comprehensive for the year 2022 Amount
for the year income for the ended March As at Additions Disposals As at As at For Disposals As at As at
ended March year ended 31, 2022 April 1, March April 1, the March March 31,
31, 2022 March 31, 2022 2021 31, 2022 2021 year 31, 2022 2022
Assets
Furniture and fixtures 26.83 9.44 - 36.27 12.00 4.73 - 16.73 19.54
Impairment allowance for financial assets 688.12 212.27 - - 900.39
Electrical fittings 9.11 1.04 - 10.15 4.74 1.20 - 5.94 4.21
Differences of written down value of Property, 11.87 3.42 - - 15.29
Office equipment 18.14 11.58 - 29.72 7.36 7.18 - 14.54 15.18
plant and equipment and intangible assets
Provision for employee benefits Vehicles 3.35 - - 3.35 0.40 0.92 - 1.32 2.04
35.73 1.11 (0.74) - 36.10
Provisions allowable on payment basis Computers 48.35 40.71 0.06 89.00 33.05 21.42 0.04 54.43 34.56
31.48 (31.48) - - -
Financial liabilities measured at amortised cost Leasehold 69.97 - - 69.97 15.46 8.00 - 23.46 46.51
6.08 0.34 - - 6.42
improvements
Fair valuation of derivative financial instruments - 19.41 - 19.41
Total 175.75 62.77 0.06 238.46 73.01 43.45 0.04 116.42 122.04
EIR impact on term loans 68.98 42.39 - - 111.37
Expenses incurred on initial public offering 6.63 (3.31) - 3.31 B. Capital work-in-progress
Other temporary difference 9.33 (4.23) - - 5.10 Capital work-in-progress ageing schedule as at March 31, 2023
Liabilities
Particulars Amount in Capital work-in-progress for a period of
EIS receivable (29.15) (72.39) - - (101.54)
Less than one 1-2 years 2-3 years more than 3 Total
Stage 3 interest income (63.83) (64.46) - - (128.29) year years
Total 765.24 103.06 (0.74) - 867.56 Projects-in-Progress 2.51 - - - 2.51
Projects temporarily suspended - - - - -
10. Property, plant and equipment and Capital work-in-progress
Total 2.51 - - - 2.51
A. Property, plant and equipment

Particulars Gross carrying amount (at cost) Depreciation Net Capital work-in-progress ageing schedule as at March 31, 2022
Carrying
Amount Particulars Amount in Capital work-in-progress for a period of

As at Additions Disposals As at As at For Disposals As at As at Less than one 1-2 years 2-3 years more than 3 Total
April 1, March April 1, the March March 31, year years
2022 31, 2023 2022 year 31, 2023 2023 Projects-in-Progress - - - - -
Furniture and fixtures 36.27 14.99 0.05 51.21 16.73 7.21 0.05 23.89 27.32 Projects temporarily suspended - - - - -
Electrical fittings 10.15 3.42 0.17 13.40 5.94 1.49 0.16 7.27 6.13 Total - - - - -
Office equipment 29.72 16.09 0.74 45.07 14.54 10.94 0.74 24.74 20.33
Vehicles 3.35 - - 3.35 1.32 0.70 - 2.02 1.33
Computers 89.00 38.24 1.18 126.06 54.43 33.63 1.18 86.88 39.18
Leasehold 69.97 - - 69.97 23.46 8.00 - 31.46 38.51
improvements
Total 238.46 72.74 2.14 309.06 116.42 61.97 2.13 176.26 132.80

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For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated) For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated)

11. Right of use asset 13. Other non-financial asset

Particulars Gross carrying amount (at cost) Depreciation Net Particulars As at As at
Carrying March 31, 2023 March 31, 2022
Amount Unsecured, considered good
As at Additions Disposals As at As at For Disposals As at As at Pre-paid expenses 37.24 22.18
April 1, March April 1, the March March 31, Share issue expenses* - 27.99
2022 31, 2023 2022 year 31, 2023 2023
Others 44.73 116.06
Building (refer Note 52) 83.45 19.01 - 102.46 14.28 11.60 - 25.88 76.58
Total 81.97 166.23
Total 83.45 19.01 - 102.46 14.28 11.60 - 25.88 76.58 '*During the year ended March 31, 2023, the Company has completed initial public offer (IPO) of 29,999,813 shares of face value of C10 each at an issue
price C 368 comprising fresh issue of 1,63,04,347 and offer for sale of 1,36,95,466 by selling shareholders. The share issue expenses of C 306.35 million
(C 253.19 million net of tax) pertain to fresh issue of shares during the current year are charged off to Securities premium as per the Section 52 of
Particulars Gross carrying amount (at cost) Depreciation Net Companies Act, 2013.
Carrying
Amount 14.  Derivative financial instrument
As at Additions Disposals As at As at For Disposals As at As at Derivatives not designated as hedges
April 1, March April 1, the March March 31,
2021 31, 2022 2021 year 31, 2022 2022 Particulars As at As at
March 31, 2023 March 31, 2022
Building (refer Note 52) 83.45 - - 83.45 5.26 9.02 - 14.28 69.17 A. Derivatives Financial Asset
Total 83.45 - - 83.45 5.26 9.02 - 14.28 69.17 Currency and Interest rate swaps 1.39 -
Total 1.39 -
12. Intangible assets
B. Derivatives Financial Liability
Particulars Gross carrying amount (at cost) Amortization Net Currency and Interest rate swaps - 77.11
Carrying Total - 77.11
Amount
As at Additions Disposals As at As at For Disposals As at As at The Company enters into derivatives for risk management purposes. Derivatives (i.e., currency and interest rate swaps) held for risk
April 1, March April 1, the March March 31, management purposes include hedges that are economic hedges, but the company has elected not to apply hedge accounting
2022 31, 2023 2022 year 31, 2023 2023 requirements.
Computer software 8.17 - - 8.17 7.46 0.48 - 7.94 0.23
The Company has entered into currency and interest rate swaps to hedge foreign currency risks and interest rate risks, respectively,
Total 8.17 - - 8.17 7.46 0.48 - 7.94 0.23 on external commercial borrowing (ECB) denominated in EURO as follows:
Currency Swap: The Company has a currency swap agreement whereby it has hedged the risk of changes in foreign exchange rates
Particulars Gross carrying amount (at cost) Amortization Net relating to the cash outflow arising on settlement of its ECB.
Carrying
Amount Interest rate Swap: The Company has an interest rate swap agreement whereby the Company receives a variable rate of interest of 6M
As at Additions Disposals As at As at For Disposals As at As at EURIBOR + 4.30% and pays interest at a fixed rate. The swap is being used to hedge the exposure to changes in the variable interest rate.
April 1, March April 1, the March March 31, The table below shows the fair values of derivative financial instruments recorded as assets or liabilities together with their
2021 31, 2022 2021 year 31, 2022 2022
notional amounts
Computer software 8.12 0.05 - 8.17 6.22 1.24 - 7.46 0.71
Particulars As at March 31, 2023 As at March 31, 2022
Total 8.12 0.05 - 8.17 6.22 1.24 - 7.46 0.71 Notional Fair Value - Fair Value Notional Fair Value Fair Value
amounts Assets -Liabilities amounts -Assets -Liabilities
Currency and Interest rate derivatives:
Currency and Interest rate swaps 890.42 1.39 - 890.42 - 77.11
Total 890.42 1.39 - 890.42 - 77.11

The notional amounts indicate the value of transactions outstanding at the year end and are not indicative of either the market risk or
credit risk.

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15. Trade Payables (at amortised cost) Terms of Debt securities

Particulars As at As at Particulars Number of debentures Amount
March 31, 2023 March 31, 2022
(i) Total outstanding dues to micro enterprises and small enterprises * - - March 31, March 31, March 31, March 31,
(ii) Total outstanding dues of creditors other than micro enterprises and small enterprises 813.95 374.39 2023 2022 2023 2022
Total 813.95 374.39 Secured
* The Company does not have any outstanding dues and any interest payable for micro enterprises and small enterprises- refer Note 39 12.05% Secured rated listed redeemable non convertible debentures - 526 - 525.76
of face value of ₹  10,00,000 each redeemable at par at the end of
Trade payables ageing schedule as on March 31 2023 72 months (Subject to exercise of put/call option at the end of 36
months) from the date of allotment i.e. June 02, 2016 [ROI revised
Particulars Outstanding for the following from due date of payment #
from 14.15% effective from June 3, 2019]
Less than one 1-2 years 2-3 years more than 3 Total
10.70% secured rated unlisted redeemable non convertible 315 315 315.00 315.00
year years
debentures of face value of C 10,00,000 each redeemable at par at the
(i) MSME - - - - - end of 72 months (Subject to exercise of put /call option at the end
(ii) Others 813.28 0.55 0.06 0.06 813.95 of 36 months) from the date of allotment i.e. March 16, 2018 [ROI
revised from 12.94% effective from March 16, 2021]
(iii) Disputed dues – MSME - - - - -
10.70% Secured rated unlisted redeemable non convertible 315 315 315.00 315.00
(iv) Disputed dues - Others - - - - -
debentures of face value of C 10,00,000 each redeemable at par at the
813.28 0.55 0.06 0.06 813.95 end of 72 months (Subject to exercise of put /call option at the end
of 36 months) from the date of allotment i.e. March 16, 2018 [ROI
Trade payables ageing schedule as on March 31 2022 revised from 12.71% effective from March 16, 2021]
11.90% secured, rated, listed, unsubordinated, transferable, 100 100 99.96 99.71
Particulars Outstanding for the following from due date of payment #
redeemable, non convertible debentures of Face Vale of C 10,00,000
Less than one 1-2 years 2-3 years more than 3 Total each redeemable at par at the end of 36 months from the date of
year years allotment i.e. June 10, 2020
(i) MSME - - - - - 11.90% (rbi repo rate +credit spread) secured rated listed taxable 300 300 49.98 149.83
(ii) Others 374.16 0.12 0.07 0.04 374.39 transferable redeemable non convertible debentures of Face Vale of
C 10,00,000 each redeemable at par at the end of 36 months from the
(iii) Disputed dues – MSME - - - - - date of allotment i.e.June 19, 2020 [ROI revised from 11.40 effective
(iv) Disputed dues - Others - - - - - from June 19, 2022]
374.16 0.12 0.07 0.04 374.39 11.25% secured rated listed redeemable non convertible debentures 200 200 199.87 199.40
# In case where due date of payment is not specified, disclosure has been given based on the date of the transaction. of Face Vale of C 10,00,000 each redeemable at par at the end of 36
months from the date of allotment i.e. June 30, 2020
16. Debt Securities (at amortised cost) 11.50% secured rated, listed, senior taxable, transferable redeemable 200 200 199.59 198.42
Particulars As at As at non-convertible debentures of Face Vale of C 10,00,000 each
March 31, 2023 March 31, 2022 redeemable at par at the end of 36 months from the date of allotment
i.e. July 29, 2020
Non-convertible debentures (Secured by book debts)* 5,105.55 5,788.92
11.25% secured rated, listed, redeemable non-convertible debentures 250 250 249.97 249.50
Non-convertible debentures (Unsecured )** 1,182.45 2,048.84
of Face Vale of C 10,00,000 each redeemable at par at the end of 32
Total 6,288.00 7,837.76 months from the date of allotment i.e. July 31, 2020
10.40% secured rated listed senior taxable redeemable non - 500 - 124.92
Debt securities in India 6,288.00 7,837.76 convertible debentures of Face Vale of C 10,00,000 each redeemable at
Debt securities outside India - - par at the end of 18 months from the date of allotment i.e. November
Total 6,288.00 7,837.76 13, 2020
*The borrowings are secured by hypothecation of book debts and margin money deposits and fixed deposits.
** includes as at March 31, 2023 C 232.90 millions (March 31, 2022 - Nil) due to related party (refer note 43 for more details)
Information about the Company’s exposure to credit and market risks are included in Note no. 46 and 48 respectively.

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Notes to the Financial Statements Notes to the Financial Statements

For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated) For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated)

Terms of Debt securities (contd.) Terms of Debt securities (contd.)

Particulars Number of debentures Amount Particulars Number of debentures Amount

March 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31,
2023 2022 2023 2022 2023 2022 2023 2022
10.25% secured rated listed senior taxable redeemable non - 350 - 349.80 11.91% Unsecured rated listed redeemable non convertible - 350 - 349.77
convertible debentures of Face Vale of C 10,00,000 each redeemable at debenture of face value of C 10,00,000 each redeemable at par
par at the end of 18 months from the date of allotment i.e. November at the end of 72 months (subject to exercise of put/call Option at
13, 2020 the end of 36 months) from the date of allotment i.e. September
9.75% secured rated listed senior taxable redeemable non convertible - 250 - 249.87 10, 2019
debentures of Face Vale of C 10,00,000 each redeemable at par at the 11.53% Unsecured rated unlisted redeemable non convertible 750 750 749.67 749.60
end of 18 months from the date of allotment i.e. November 13, 2020 debentures of Face Vale of C 10,00,000 each redeemable at par at the
10.50% secured rated listed senior taxable redeemable non - 500 - 499.87 end of 72 months (subject to exercise of put option at the end of 12
convertible debentures of Face Vale of C 10,00,000 each redeemable at months and Put/call Option at the end of 36 months) from the date of
par at the end of 18 months from the date of allotment i.e. November allotment i.e. 02 November, 2020
13, 2020 10.50% Rated, Listed, Unsecured, Unsubordinated, Redeemable, 450 450 199.88 399.65
10.50% secured rated listed senior taxable redeemable non - 250 - 249.91 Transferable, Non-Convertible Debentures of face value of
convertible debentures of Face Vale of C 10,00,000 each redeemable at C 10,00,000/- each redeemable at par at the end of 24 Months (Subject
par at the end of 18 months from the date of allotment i.e. November to exercise of put option at the end of 12 months) from the date of
19, 2020 allotment i.e. December 21, 2021

11.25% secured rated listed taxable redeemable non convertible 500 500 499.88 499.73 11.05% Senior, unsecured rated unlisted transferable redeemable 3,500 - 232.90 -
debentures of Face Vale of C 10,00,000 each redeemable at par at the non convertible debentrues of C 100,000 each redeemable at par at
end of 36 months from the date of allotment i.e. December 23, 2020 the end of 32 months and 12 days from the date of allotment i.e. April
19, 2022
11.15% secured rated listed redeemable transferable non convertible 700 700 699.76 699.71
debentures of face value of C 10,00,000 each redeemable at par at the Total 6,288.00 7,837.76
end of 71 months and 27 Calendar Days (Subject to exercise of put/ Note: Above mentioned interest rates are net of applicable TDS
call option at the end of 35 months and 26 Calendar Days) from the
date of allotment i.e. March 10, 2021
17. Borrowings - other than debt securities (at amortised cost)
11.00% secured rated listed redeemable non convertible debentures 500 500 499.79 499.73 Particulars As at As at
of Face Vale of C 10,00,000 each redeemable at par at the end of March 31, 2023 March 31, 2022
72 months (subject to exercise of put/call Option at the end of 36 (a) Term loans
months) from the date of allotment i.e. March 18, 2021
(i) from banks 49,570.93 40,337.54
9.54% rated unlisted senior secured redeemable taxable, transferable 600 600 527.23 562.76 (ii) from other parties 9,904.02 5,769.54
non convertible debentures of Face Vale of C 10,00,000 each
redeemable at par at the end of 48 months from the date of allotment (b) Short term loans from banks - 1,343.92
i.e. March 30, 2021 (c) External commercial borrowings 891.13 843.66
10.35% Secured rated Unlisted redeemable non convertible 1,450 - 1,449.52 - Total 60,366.08 48,294.66
debenture of Face Vale of C 10,00,000 each redeemable at par at the Borrowings in India 59,474.95 47,451.00
end of 60 months (subject to exercise of put/call Option at the end of Borrowings outside India 891.13 843.66
36 months) from the date of allotment i.e. May 04, 2022
Total 60,366.08 48,294.66
Unsecured
Secured* 59,969.94 48,294.66
11.91% Unsecured Rated Listed Redeemable Non Convertible - 550 - 549.81 Unsecured 396.14 -
Debenture of Face Vale of C 10,00,000 each redeemable at par at the
Total 60,366.08 48,294.66
end of 72 Months (subject to exercise of Put/Call Option at the end of
36 months) from the Date of Allotment i.e. 15 September 2016 [ROI *The secured borrowings are secured by hypothecation of book debts, margin money deposits and fixed deposits.
revised from 13.25% effective from September, 15 2019]

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Notes to the Financial Statements

For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated)

18. Subordinated liabilities (at amortised cost) Notes to the Financial Statements
Particulars As at As at For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated)
March 31, 2023 March 31, 2022 16A, 17A and 18A Terms of Principal repayment of Debt securities/Borrowings/Subordinated liabilities as on March 31, 2023
from banks 300.00 300.00
Original Interest rate Due Within 1 Year Due Between Due Between Due Between Due Between Due Between Total
from other than banks 829.91 1,325.67 Maturity of 1 to 2 Year 2 to 3 Year 3 to 4 Year 4 to 5 Year 5 to 6 Year
loan
Total 1,129.91 1,625.67 No. of Amount No. of Amount No. of Amount No. of Amount No. of Amount No. of Amount
Install- Install- Install- Install- Install- Install-
Subordinated liabilities in form of Non-convertible debentures* 829.91 1,325.67 ments ments ments ments ments ments
Subordinated liabilities in form of term loan 300.00 300.00 Borrowings (other than debt securities)
Total 1,129.91 1,625.67 Monthly
Subordinated liabilities in India 1,129.91 1,625.67 Upto 3 Years 07.01% -07.50% 10 313.00 12 375.60 10 311.40 - - - - - - 1,000.00
08.51% - 09.00% 12 1,991.39 4 251.21 - - - - - - - - 2,242.60
Subordinated liabilities outside India - -
09.01% - 09.50% 12 3,360.64 12 1,171.66 5 74.16 - - - - - - 4,606.46
Total 1,129.91 1,625.67
09.51% - 10.00% 12 8,981.42 12 5,360.26 12 257.57 - - - - - - 14,599.25
* includes as at March 31, 2023 C 245.25 millions (March 31, 2022- C 244.47 millions) due to related party (refer note 43 for more details)
10.01% - 10.50% 12 8,254.35 12 4,170.76 9 863.55 - - - - - - 13,288.66
10.51% - 11.00% 12 2,212.80 9 1,041.73 - - - - - - - - 3,254.53
Terms of debentures Number of Amount
debentures 11.01% - 11.50% 12 960.16 6 262.16 - - - - - - - - 1,222.32

March March March March 12.51% - 13.00% 12 336.27 2 60.37 - - - - - - - - 396.64

31, 2023 31, 2022 31, 2023 31, 2022 Above 3 10.01% - 10.50% 6 83.06 - - - - - - 83.06
Years
13.85% unsecured, subordinated, rated, taxable, transferable, redeemable and non- - 500 - 499.66 10.51% - 11.00% 12 333.34 8 222.22 - - - - - - - - 555.56
convertible debentures of face value of C 1,000,000 each redeemable at par at the end of Quarterly
73 months from the date of allotment i.e. March 15, 2017 Upto 3 Years 08.51% - 09.00% 8 582.00 8 532.00 1 45.00 1,159.00
13.90% Unsecured, Subordinated Rated, Redeemable, Listed Non-convertible 300 300 299.51 298.61 09.01% - 09.50% 12 1,501.78 7 652.29 2 181.00 - - - - - - 2,335.07
Debentures of face value of C 10,00,000 each redeemable at par at the end of 66 months 09.51% - 10.00% 8 2,276.85 8 1,178.56 4 62.80 - - - - - - 3,518.21
from the date of allotment i.e. March 31, 2018 10.01% - 10.50% 12 3,662.04 11 2,501.96 1 37.50 - - - - - - 6,201.50
12.11% Unsecured Subordinated, Tier II Rated, Unlisted Taxable Redeemable Non- 30 30 285.15 282.92 10.51% - 11.00% 12 1,880.36 9 1,000.88 - - - - - - - 2,881.24
Convertible Debenture of face value of C 1,00,00,000 each redeemable at par at the end 11.01% - 11.50% 3 60.65 - - - - - - 60.65
of 66 months from the date of allotmnet i.e. March 31, 2022
Above 3 09.51% - 10.00% 4 877.50 4 440.00 4 415.00 3 240.00 - - - - 1,972.50
13.00% Unsecured, Rated, Redeemable, Transferable, Unlisted Subordinated Non- 250 250 245.25 244.48 Years
10.01% - 10.50% 1 5.42 - - - - - - 5.42
Convertible Debenture of face value of C 10,00,000 each redeemable at par at the end of
Half Yearly
63 months from the date of allotment i.e. March 31, 2022
Above 3 11.01% - 11.50% 2 80.00 2 80.00 1 20.00 - - - - - - 180.00
829.91 1,325.67 Years
11.51% - 12.00% 2 60.00 - - - - - - - - - - 60.00
Note : The Company has not defaulted in repayment of borrowing / interest during the current year and previous year with respect to Debt Securities
(Note 16) borrowings (other than debt securities) (Note 17) and subordinated liabilities (Note 18) Bullet Repayment
Upto 3 Years 8.51% - 9.00% - - - - - - - -
09.01% - 9.50% - - - - - - - -
Debt securities
Bi-Monthly
Above 3 10.01% - 10.50% 6 450.00 - - 450.00
Years

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Notes to the Financial Statements Notes to the Financial Statements

For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated) For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated)
16A, 17A and 18A Terms of Principal repayment of Debt securities/Borrowings/Subordinated liabilities as on March 31, 2023 (contd.) 16A, 17A and 18A Terms of Principal repayment of Debt securities/Borrowings/Subordinated liabilities as on March 31, 2022
Original Interest rate Due Within 1 Year Due Between Due Between Due Between Due Between Due Between Total Original Interest rate Due Within 1 Year Due Between Due Between Due Between Due Between Due Between Total
Maturity of 1 to 2 Year 2 to 3 Year 3 to 4 Year 4 to 5 Year 5 to 6 Year Maturity of 1 to 2 Year 2 to 3 Year 3 to 4 Year 4 to 5 Year 5 to 6 Year
loan loan
No. of Amount No. of Amount No. of Amount No. of Amount No. of Amount No. of Amount No. of Amount No. of Amount No. of Amount No. of Amount No. of Amount No. of Amount
Install- Install- Install- Install- Install- Install-
ments ments ments ments ments ments Install- Install- Install- Install- Install- Install-
ments ments ments ments ments ments
Quarterly
Borrowings (other than debt securities)
Upto 3 Years 10.01% - 10.50% 3 200.00 - - 200.00
Monthly
Half Yearly
Upto 3 Years 10.01% - 10.50% 2 78.00 78.00 Upto 3 Years 6.01% - 6.50% 3 57.48 - - - - - - - - - - 57.48
11.51% - 12.00% 1 50.00 - - 50.00 7.51% - 8.00% 12 180.00 9 135.00 - - - - - - - - 315.00
Above 3 10.01% - 10.50% - - - 8.01% - 8.50% 12 880.90 9 411.69 - - - - - - - - 1,292.59
Years
Yearly 8.51% - 9.00% 12 6,271.41 12 5,280.32 11 1,441.49 - - - - - - 12,993.22
Upto 3 Years 11.01% - 11.50% 1 116.67 1 116.67 - - 233.34 9.01% - 9.50% 12 5,203.40 12 3,008.69 1 49.96 - - - - - - 8,262.05
Bullet Repayment 9.51% - 10.00% 12 2,837.20 12 536.69 11 118.39 - - - - - - 3,492.29
Upto 3 Years 10.51% - 11.00% 1 1,450.00 1,450.00
10.01% - 10.50% 12 3,070.33 12 972.84 3 54.55 - - - - - - 4,097.72
11.01% - 11.50% 3 650.00 650.00
11.51% - 12.00% 3 1,800.00 1,800.00 10.51% - 11.00% 12 2,026.90 3 82.95 - - - - - - - - 2,109.85

12.01% - 12.50% 1 750.00 750.00 11.01% - 11.50% 12 655.42 1 11.67 - - - - - - - - 667.08

Above 3 11.01% - 11.50% 1 315.00 - - - - - - - - - - 315.00 11.51% - 12.00% 7 116.67 - - - - - - - - - - 116.67
Years
11.51% - 12.00% 1 315.00 - - - - - - - - - - 315.00
12.01% - 12.50% - - - - - - - - - - - - -
Vehicle
Above 3 Years 10.01% - 10.50% 12 510.22 12 411.23 8 222.22 - - - - - - 1,143.67
Upto 3 Years 7.51% - 8.00% 10 0.83 - - - - - - - - - - 0.83
12.51% - 13.00% - - - - - - - - - - -
ECB
Bullet 11.01% - 11.50% - - 1 892.75 - - - - - - - - 892.75 Quarterly
Repayment
Upto 3 Years 08.01% - 08.50% 3 75.00 4 100.00 3 75.00 250.00
Sub-Debt
8.51% - 9.00% 12 555.00 11 494.99 4 99.81 - - - - - - 1,149.80
Bullet Repayment
Above 3 12.01% - 12.50% - - - - - - - - 1 300.00 - - 300.00 9.01% - 9.50% 12 1,721.94 11 1,321.92 1 22.22 - - - - - - 3,066.09
Years
9.51% - 10.00% 12 588.14 7 240.42 3 87.50 - - - - - - 916.06
12.51% - 13.00% - - - - - - - - 1 250.00 - - 250.00
10.01% - 10.50% 8 213.89 2 53.43 - - - - - - - - 267.32
13.51% - 14.00% 1 300.00 - - - - - - - - - - 300.00
14.01% - 14.50% 1 300.00 - - - - - - - - - - 300.00 10.51% - 11.00% 4 133.29 3 62.01 - - - - - - - - 195.30
EIR Impact (173.60) 11.01% - 11.50% 3 63.75 - - - - - - - - - - 63.75
TOTAL 204 42,688.53 134 20,761.08 50 3,717.98 3 240.00 2 550.00 - - 67,783.99
11.51% - 12.00% 4 198.44 - - - - - - - - 198.44
Above 3 Years 9.01% - 9.50% 4 21.66 1 5.40 - - - - - - - - 27.06
9.51% - 10.00% 4 940.00 4 877.50 4 440.00 4 415.00 3 240.00 - - 2,912.50

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Notes to the Financial Statements Notes to the Financial Statements

For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated) For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated)
16A, 17A and 18A Terms of Principal repayment of Debt securities/Borrowings/Subordinated liabilities as on March 31, 2022 (contd.) 16A, 17A and 18A Terms of Principal repayment of Debt securities/Borrowings/Subordinated liabilities as on March 31, 2022 (contd.)

Original Interest rate Due Within 1 Year Due Between Due Between Due Between Due Between Due Between Total Original Interest rate Due Within 1 Year Due Between Due Between Due Between Due Between Due Between Total
Maturity of 1 to 2 Year 2 to 3 Year 3 to 4 Year 4 to 5 Year 5 to 6 Year Maturity of 1 to 2 Year 2 to 3 Year 3 to 4 Year 4 to 5 Year 5 to 6 Year
loan loan
No. of Amount No. of Amount No. of Amount No. of Amount No. of Amount No. of Amount No. of Amount No. of Amount No. of Amount No. of Amount No. of Amount No. of Amount
Install- Install- Install- Install- Install- Install- Install- Install- Install- Install- Install- Install-
ments ments ments ments ments ments ments ments ments ments ments ments
Half Yearly Upto 3 Years 7.51% - 8.00% 12 1.03 10 0.85 1.88
Upto 3 Years 07.01% - 07.50% 2 1,500.00 1,500.00 ECB
9.51% - 10.00% 2 268.75 - - - - - - - - - - 268.75 Bullet 10.51% - 11.00% - - - - 1 846.60 - - - - - - 846.60
Repayment
10.51% - 11.00% 1 325.00 - - - - - - - - - - 325.00
Sub-Debt
Above 3 Years 10.51% - 11.00% 2 16.00 - - - - - - - - - - 16.00
Bullet Repayment
11.01% - 11.50% 2 475.00 2 80.00 2 80.00 1 20.00 - - - - 655.00
12.01% - 12.50% - - - - - - - - - - 1 300.00 300.00
11.51% - 12.00% 2 60.00 2 60.00 - - - - - - - - 120.00
12.51% - 13.00% - - - - - - - - - - 1 250.00 250.00
Bullet Repayment
Above 3 Years 13.51% - 14.00% 1 500.00 1 300.00 - - - - - - 800.00
Upto 3 Years 8.51% - 9.00% 2 1,075.00 - - - - - - - - - - 1,075.00
14.01% - 14.50% - - 1 300.00 - - - - 300.00
Debt securities
EIR Impact (139.06)
Bi-Monthly
TOTAL 223 33,978.80 153 18,705.61 58 3,987.75 5 435.00 3 240.00 2 550.00 57,758.09
Above 3 Years 10.01% - 10.50% - - - - 6 450.00 - - - - - - 450.00
Quarterly - -
Upto 3 Years 10.01% - 10.50% 4 525.00 - - - - - - - - - - 525.00
Half Year
Upto 3 Years 11.01% - 11.50% 2 100.00 1 50.00 - - - - - - - - 150.00
Above 3 Years 10.01% - 10.50% 2 36.00 2 78.00 - - - - - - - - 114.00
Bullet Repayment
Upto 3 Years 9.51% - 10.00% 1 250.00
10.01% - 10.50% 1 1,100.00 - - - - - - - - - - 250.00
10.51% - 11.00% - - - - - - - - 1,100.00
11.01% - 11.50% - - 3 650.00 - - - - - - - - 650.00
11.51% - 12.00% - - 3 1,800.00 - - - - - - 1,800.00
12.01% - 12.50% 1 750.00 - - - - - - - - 750.00
12.51% - 13.00% 1 350.00 - - - - - - - - - - 350.00
Above 3 Years 11.01% - 11.50% - - 1 315.00 - - - - - - - - 315.00
11.51% - 12.00% - - 1 315.00 - - - - - - - - 315.00
12.51% - 13.00% 2 1,076.00 - - - - - - - - - - 1,076.00
Vehicle

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Notes to the Financial Statements Notes to the Financial Statements

For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated) For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated)

19. Other financial liabilities (at amortised cost) 23. Share Capital
Particulars As at As at Particulars As at As at
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Payable towards assigned portfolio 1,085.61 603.58 Authorised share capital
Interest accrued but not due on borrowings 284.77 256.85 Equity shares
Lease Liabilities 93.89 81.82 March 31, 2023: 10,50,00,000 (March 31, 2022 : 10,50,00,000) equity shares of C 10 each 1,050.00 1,050.00
Other payable 112.69 194.27 1,050.00 1,050.00
Total 1,576.96 1,136.52
24. Equity Share capital
20. Current tax liabilities (net) Particulars As at As at
Particulars As at As at March 31, 2023 March 31, 2022
March 31, 2023 March 31, 2022 Issued, subscribed and paid-up
Provision for tax (net) 7.12 1.04 Equity shares
Total 7.12 1.04 Fully paid up
March 31, 2023: 100,630,735 (March 31, 2022 : 8,43,26,388) equity shares of ₹ 10 each fully 1,006.31 843.26
21. Provisions paid up
Less: treasury shares (2.85) (15.66)
Particulars As at As at
March 31, 2023 March 31, 2022 Total 1,003.46 827.60
Provision for gratuity (refer note 38) 12.87 3.53
a. The reconciliation of the number of equity shares outstanding as at the beginning and the end of the reporting period is set
Provision for compensated absence (refer note 38) 56.34 46.52
out below:
Provision for other contingencies* 41.09 21.63
Total 110.30 71.68 Particulars As at March 31, 2023 As at March 31, 2022
*includes Cash Loss, Employee Contingency & LTA. Number of shares Amount Number of shares Amount
Equity shares
Movement of provision for other contingencies
At the commencement of the year
Particulars For the year ended For the year ended Fully paid up 8,43,26,388 843.26 8,03,83,716 803.84
March 31, 2023 March 31, 2022
Partly paid up - - 39,42,672 3.94
Carrying Value as at beginning of the year (a) 21.63 38.25
Movement during the year - - - -
Additional provisions made during the year (b) 38.17 6.36
Amount used during the year (c) 8.71 11.55 Conversion of partly paid up into fully paid up - - 39,42,672 39.42
Unused amount reversed during the year (d) 10.00 11.43 Conversion of partly paid up into fully paid up - - (39,42,672) (3.94)
Carrying Value as at end of the year (a+b-c-d) 41.09 21.63 Issued during the year (fully paid up) (Refer Note 24 1,63,04,347 163.05 - -
g)
22. Other non-financial liabilities At the end of the year (A) 10,06,30,735 1,006.31 8,43,26,388 843.26
Treasury shares
Particulars As at As at
March 31, 2023 March 31, 2022 At the commencement of the year (15,65,985) (15.66) (17,40,626) (17.41)
Statutory dues payable 105.85 86.48 Issued for cash on exercise of share options 12,80,719 12.81 1,74,641 1.75
Others 18.01 20.00 At the end of the year (B) (2,85,266) (2.85) (15,65,985) (15.66)
Total 123.86 106.48 At the end of the year (A+B) 10,03,45,469 1,003.46 8,27,60,403 827.60

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Notes to the Financial Statements Notes to the Financial Statements

For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated) For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated)

b Rights, preferences and restrictions attached to equity shares : Pursuant to IPO, shares of Company were listed on National Stock exchange (NSE) and BSE Limited (BSE) on November 15, 2022.
The Company has single class of equity shares having a par value of C 10 per equity share. Accordingly, all equity shares rank The Company had received an amount of C 5,693.65 million (net off share issue expenses C 306.35 million) from proceeds of fresh
equally with regard to dividends and share in the Company's residual assets. The equity shares are entitled to receive dividend issue of equity shares. The Company had utilised entire proceeds of C 5,693.65 million (in addition, the interest of C 40.36 million
as declared from time to time. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive earned on fixed deposit made out of IPO proceeds) towards augmenting the capital base of the Company and to fund the growth
the residual assets of the Company, remaining after distribution of all preferential amounts in proportion to the number of equity and expansion of the Company during the year.
shares held. The share issue expenses of ₹ 306.35 million (₹ 253.19 million net of tax) pertain to fresh issue of shares during the current year are
c Particulars of equity shareholder holding more than 5% equity shares: charged off to Securities premium as per the Section 52 of Companies Act, 2013. (Refer Note 25)

Name of the shareholder As at March 31, 2023 As at March 31, 2022 25. Other equity
Number of shares % of Number of shares % of Particulars As at As at
Holding Holding March 31, 2023 March 31, 2022
Devesh Sachdev - Managing Director & Chief 49,02,414 4.87% 55,53,414 6.59% Statutory reserve
Executive Officer Balance as at the beginning of the year 453.84 410.33
Oikocredit, Ecumenical Development Co-operative - - 66,06,375 7.83% Add: Amount transferred from retained earnings 774.29 43.51
Society U.A., Netherlands Balance as at the end of the year 1,228.13 453.84
Creation Investments Fusion II ,LLC, Chicago, U.S.A. 99,54,529 9.89% 99,54,529 11.80% Securities premium
Creation Investments Fusion,LLC, Chicago, U.S.A. 1,39,21,043 13.83% 1,53,21,043 18.17% Balance as at the beginning of the year 10,708.77 10,091.67
Honey Rose Investment Ltd, Mauritius 3,96,22,730 39.37% 4,10,22,730 48.65% Add: On issue of shares (Refer Note 24 g) 5,836.96 606.02
Total 6,84,00,716 67.97% 7,84,58,091 93.04% Add: Exercise of share options 123.91 11.08
Less : Amount utilised towards share issue expenses (Refer Note 24 g) (253.19) -
d Shares held by promoters at the end of the year: Balance as at the end of the year 16,416.45 10,708.77
Name of the Promoter As at March 31, 2023 As at March 31, 2022 Treasury Shares #
Number of % of % Change Number of % of % Change Balance as at the beginning of the year (126.70) (138.14)
shares Holding during the shares Holding during year Add: Exercise of share options 85.66 11.44
year Balance as at the end of the year (41.04) (126.70)
Promoter Retained earnings
Devesh Sachdev 49,02,414 4.87% -11.72% 55,53,414 6.59% 0.00% Balance as at the beginning of the year 1,412.06 1,234.29
Creation Investments Fusion II, LLC 99,54,529 9.89% 0.00% 99,54,529 11.80% 0.00% Add: Profit for the year 3,871.45 217.55
Creation Investments Fusion,LLC 1,39,21,043 13.83% -9.14% 1,53,21,043 18.17% 0.00% Add: Stock options lapsed 11.33 3.73
Honey Rose Investment Ltd 3,96,22,730 39.37% -3.41% 4,10,22,730 48.65% 0.00% Less : Amount transferred to statutory reserve (774.29) (43.51)
Balance as at the end of the year 4,520.55 1,412.06
e Particulars of shares reserved for issue under employee stock options Employee stock option plan reserve
Balance as at the beginning of the year 95.15 68.46
Particulars Number of shares
Add: Share based compensation 67.22 39.24
As at March, 2023 As at March, 2022
Add: Exercise of stock options (71.32) (8.82)
Under Employee Stock Option Plans* 23,52,454 13,52,454
Less: Lapse of stock options (11.33) (3.73)
* a) With reference to the amendment agreement dated December 17, 2019 to the Shareholder's agreement dated September 10, 2018, the
Company will institute an employee stock option plan, pursuant to which it will grant and allot 1,352,454 equity shares of the Company to Balance as at the end of the year 79.72 95.15
certain identified employees. Other comprehensive income
b) With reference to the special resolution passed by the shareholders dated March 26,2023, the Company will institute an employee stock
option plan, pursuant to which it will grant and allot 1,000,000 equity shares of the Company to certain identified employees.
Remeasurement of defined benefit plans (gain/(loss))
Balance as at the beginning of the year 8.79 6.57
f No share was allotted without payment being received in cash during the year ended March 31, 2023 and year ended March 31, 2022 Other comprehensive income for the year 3.13 2.22
Balance as at the end of the year 11.92 8.79
g During the year ended March 31, 2023, the Company has completed initial public offer (IPO) of 29,999,813 shares of face value
of ₹ 10 each at an issue price ₹ 368 comprising fresh issue of 1,63,04,347 and offer for sale of 1,36,95,466 by selling shareholders. Total other equity 22,215.73 12,551.91

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For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated) For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated)

Nature and purpose of other reserve : 28. Net gain on fair value changes
# Treasury shares excludes amount adjusted from equity share capital. Particulars For the year ended For the year ended
Statutory reserve March 31, 2023 March 31, 2022
The said reserve has been created under section 45-IC of Reserve Bank of India Act, 1934. As per the said section, every Non-banking - On trading portfolio
financial Company shall create a reserve fund and transfer a sum of not less than 20% of net profit every period before declaration Net gain on sale of mutual fund investment 253.81 247.65
of dividend. - Others - -
Total 253.81 247.65
Securities premium
Fair value changes :
Securities premium is used to record the premium received on issue of shares. It is utilised in accordance with the provisions of the - Realised 253.81 247.65
Companies Act, 2013. - Unrealised - -
Treasury Shares Total 253.81 247.65

Treasury shares represents shares held by ESOP trust. The Company treats ESOP trust as its extension and shares held by ESOP trust are
29. Net gain on derecognition of financial instruments under amortised cost category
treated as treasury shares. Treasury share amount excluding amount adjusted from equity share capital are recognized under this head.
Exercise price received on equity share issued in excess of face value of share capital against share option exercised are adjusted from Particulars For the year ended For the year ended
treasury shares. March 31, 2023 March 31, 2022
Gain on derecognition of financial instruments (refer note 45) 968.58 607.95
Retained Earnings
Total 968.58 607.95
Retained earnings are the profits/(loss) that the Company has earned/incurred till date, less any transfers to statutory reserve, dividends
or other distributions paid to shareholders. Retained earnings is a free reserve available to the Company and eligible for distribution to 30. Other income
shareholders, in case where it is having positive balance representing net earnings till date.
Particulars For the year ended For the year ended
Employee stock option plan reserve March 31, 2023 March 31, 2022
The said amount is used to recognise the grant date fair value of options issued to employees by the Company. Market support income 376.35 426.87
Recovery of loans written off 179.93 69.74
Remeasurement of defined benefit plans Miscellaneous income 24.19 4.23
Remeasurements of defined benefit plans represents the following as per Ind AS 19, Employee Benefits: Total 580.47 500.84
(a) actuarial gains and losses on defined benefit obligations
31. Finance cost
(b) the return on plan assets, excluding amounts included in net interest on the net defined benefit liability (asset); and
(c) any change in the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability (asset) Particulars For the year ended For the year ended
March 31, 2023 March 31, 2022
26. Interest Income On financial liabilities measured at amortized cost
Particulars For the year ended For the year ended Interest on debt securities 818.19 1,050.91
March 31, 2023 March 31, 2022 Interest on borrowings (other than debt securities) 5,379.60 3,702.50
On financial asset measured at amortized cost Interest on subordinated liabilities 221.59 155.06
Interest income on loan portfolio 15,899.88 10,566.31 Interest on lease liability 10.18 8.88
Interest on deposits with banks 101.15 76.88 Other interest expense
Total 16,001.03 10,643.19 Net (gain)/loss on fair value of derivative contracts measured at fair value through (78.50) 77.11
profit or loss
27. Fees and commission income Net (gain)/loss on foreign currency transaction and translation on external 46.16 (43.81)
commercial borrowing
Particulars For the year ended For the year ended Other Finance Cost 30.55 8.99
March 31, 2023 March 31, 2022
Total 6,427.77 4,959.64
Facilitation fees 195.81 13.86
Total 195.81 13.86

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For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated) For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated)

32. Impairment on financial instruments # Details of corporate social responsibility expenditure

Particulars For the year ended For the year ended Particulars For the year ended For the year ended
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
On financial assets measured at amortised cost a) Gross amount required to be spent by the Company for respective financial year 9.91 15.60
Impairment on loan portfolio 1,995.13 3,684.92 b) Amount approved by the board to be spent during the year 15.50 15.60
Other financial assets 8.56 2.01 c ) Amount spent during the year :
Total i) construction/acquisition of any asset - -
2,003.69 3,686.93
ii) on purposes other than (i) above 15.50 15.60
33. Employee benefit expenses (iii) (Shortfall) / Excess at the end of the year 5.59 -
(iv) Total of previous years shortfall - -
Particulars For the year ended For the year ended (v) Details of related party transactions - -
March 31, 2023 March 31, 2022
(vi) Where a provision is made with respect to a liability incurred by entering into a contractual obligation, the movements in
Salaries, wages and bonus 2,888.13 2,063.86 the provision during the year should be shown separately.
Contribution to provident and other funds* 192.49 169.61 (vii) Reason for shortfall:
Share based compensation expense 67.22 39.24 As statutory required, the Company evaluates any shortfall at end of respective financial year, there was no shortfall for financial
Staff welfare expenses 107.40 57.95 year 2022-23 at year ended March 31, 2023.
Total 3,255.24 2,330.66
For the year ending March 31, 2023 and March 31, 2022, the Company has spent in below project as per schedule VII of the
*Contribution to provident fund for March 31, 2023 : Nil (March 31, 2022 : C 1.71 million) received under the scheme “Pradhan Mantri Rojgar Protsahan
Yojana”. Companies Act, 2013
Particulars For the year ended For the year ended
34. Other expenses March 31, 2023 March 31, 2022
Particulars For the year ended For the year ended Nature of CSR activities:
March 31, 2023 March 31, 2022 a) abolishing poverty, malnourishment and hunger, improvising health care which 6.34 4.84
Rent (refer note 52) 188.28 147.33 includes preventive health care and sanitation and making available safe drinking
water.
Travelling and conveyance 189.07 118.33
b) improvement in education which includes special education and employment 4.28 3.32
Legal and professional fees* 93.12 46.82
strengthening vocation skills among children, women, elderly and the differently-
Rates and taxes 91.23 52.97 abled and livelihood enhancement projects.
Office maintenance 161.30 114.71 c) Safeguarding environmental sustainability, ecological balance, protection of flora 1.56 1.17
Water and electricity 42.33 29.82 and fauna, animal welfare, agroforestry, conservation of natural resources and
Staff recruitment and training 17.11 7.35 maintaining a quality of soil, air and water which also includes a contribution for
Insurance 32.83 23.92 rejuvenation of river Ganga.
Corporate social responsibility # 15.50 15.60 d) Training to stimulate rural sports, nationally recognized sports, Paralympic sports 1.44 1.00
and Olympic sports.
Software support service 99.08 69.49
e) Disaster management, including relief, rehabilitation and reconstruction activities. 1.88 5.27
Business promotion 2.71 0.87
Total 15.50 15.60
Lodging and boarding 25.14 23.99
Cash management services 81.14 48.85
Credit bureaue expenses 29.36 11.85
Membership fees 7.00 6.34
Miscellaneous expenses 43.91 20.05
Total 1,119.11 738.29
Includes payment to auditors*
Audit fees 8.50 7.20
Certification and other services 1.90 0.50
Out of pocket expenses 0.38 0.06
Total 10.78 7.76

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For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated) For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated)

35. Income Tax 36. Earning per share *

a. Income tax expense in the statement of profit and loss consist of: Particulars For the year ended For the year ended
March 31, 2023 March 31, 2022
Particulars For the year ended For the year ended
March 31, 2023 March 31, 2022 a) Basic earning per share
Current income tax: Profit for the year before Other comprehensive income as per the Statement of 3,871.45 217.55
profit and loss
Income tax 1,106.06 129.77
Profit after tax for calculation of basic EPS and diluted EPS 3,871.45 217.55
Deferred tax:
Weighted average number of equity shares outstanding at the year ended 89.42 81.50
Attributable to-
b) Diluted earning per share
Origination and reversal of temporary differences 142.33 (103.06)
Profit for the year before Other comprehensive income as per Statement of profit 3,871.45 217.55
Income tax expense reported in the statement of profit or loss 1,248.39 26.71 and loss
Income tax recognised in other comprehensive income Weighted average number of equity shares outstanding during the year - basic 89.42 81.50
Deferred tax arising on remeasurement gains on defined benefit plan 1.06 0.74 Add: Weighted average number of potential equity shares on account of employee 0.34 0.92
Total income tax expense 1,249.45 27.45 stock options
Weighted average number of equity shares outstanding at the year ended - 89.76 82.42
Income tax recognised in other comprehensive income diluted
Particulars For the year ended March 31, 2023 For the year ended March 31, 2022 Earning per share
Before tax Tax expense Net of tax Before tax Tax expense Net of tax Basic - par value of C 10 each 43.29 2.67
Remeasurement of the net defined 4.19 (1.06) 3.13 2.96 (0.74) 2.22 Diluted - par value of C 10 each 43.13 2.64
benefit liability/asset
Total 4.19 (1.06) 3.13 2.96 (0.74) 2.22
37. Segment reporting
Note : The Company has elected to exercise the option permitted under section 115BAA of the Income Tax Act. 1961 as introduced by Taxation The Managing Director(MD) and Chief Executive Officer(CEO) of the Company takes decision in respect of allocation of resources and
Laws (Amendment) Ordinance 2019 assesses the performance basis the report/ information provided by functional heads and are thus considered to be Chief Operating
Decision Maker (CODM).
b. Reconciliation of total tax charge
The tax charge shown in the statement of profit and loss differs from the tax charge that would apply if all profits had been The Company operates under the principal business segment viz. "micro financing activities " in India. The CODM views and monitors
charged at India corporate tax rate. A reconciliation between the tax expense and the accounting profit multiplied by India’s the operating results of its single business segment for the purpose of making decisions about resource allocation and performance
domestic tax rate for the year ended March 31,2023 and March 31, 2022 is as follows: assessment. Accordingly, there are no separate reportable segments in accordance with the requirements of Ind AS 108 ‘Operating
segment’ and hence, there are no additional disclosures to be provided. There are no individual customer contributing more than
Particulars For the year ended March 31, 2023 For the year ended March 31, 2022 10% of Company's total revenue. There are no operation outside India and hence there is no external revenue or assets which require
disclosure.
Enacted tax rate Amount Enacted tax rate Amount
Accounting profit before tax 25.17% 5,119.84 25.17% 244.26
Computed tax expense 1,288.56 61.48

Effect of:
Non-deductible expenses 0.41% 20.82 5.65% 13.80
Deduction under chapter VI-A -1.19% (60.99) -19.99% (48.82)
Others 0.00% - 0.10% 0.25
Effective tax rate/income tax expense 24.38% 1,248.39 10.93% 26.71
reported in the Statement of profit and loss

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For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated) For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated)

38. Employee benefit plan Amount recognized in the other comprehensive income:
The Company operates the following post-employment plans - Particulars For the year ended For the year ended
March 31, 2023 March 31, 2022
i. Defined contribution plan
Actuarial gain/(loss) recognized during the year 4.20 2.96
The Company makes contribution, determined as a specified percentage of employees salaries, in respect of qualified employees
towards provident fund and other funds which are defined contribution plans. The Company has no obligation other than this to 4.20 2.96
make the specified contribution. The contribution is charged to the Statement of profit and loss as they accrue. (a) Funding
The scheme is fully funded with Kotak Gratuity Group Plan. The funding requirements are based on the gratuity fund’s actuarial
Particulars For the year ended For the year ended measurement framework set out in the funding policies of the plan. Employees do not contribute to the plan.
March 31, 2023 March 31, 2022
Contribution to provident funds* 155.33 117.67 Expected contribution to gratuity plan for next year is as on March 31 2023 is C 48.69 million and C 35.74 million for March 31, 2022.
Contribution to employee state insurance 34.78 26.96
(b) Reconciliation of the net defined benefit (asset) / liability
National pension scheme 1.57 1.31
Labour welfare fund 0.82 0.56 The following table shows a reconciliation from the opening balances to the closing balances for net defined benefit (asset)
liability and its components:
Total 192.50 146.50
*Contribution to provident fund for March 31, 2023 : Nil (March 31, 2022 : C 1.71 million) received under the scheme “Pradhan Mantri Rojgar Particulars As at March 31, 2023 As at March 31, 2022
Protsahan Yojana”. Defined Fair Net defined Defined Fair Net defined
benefit value benefit benefit value benefit
ii. Defined benefit plan obligation of plan (asset)/ obligation of plan (asset)/
Gratuity assets liability assets liability
The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service is eligible for Balance at the beginning of the year 94.83 91.10 3.73 70.57 65.19 5.38
gratuity on cessation of employment and it is computed at 15 days salary (last drawn salary) for each completed year of service Included in profit or loss -
as per The Payment of Gratuity Act, 1972 as amended from time to time. The scheme is funded with an insurance Company in the Current service cost 30.97 - 30.97 25.77 - 25.77
form of a qualifying insurance policy.
Interest cost (income) 5.78 5.55 0.23 3.98 3.68 0.30
The most recent actuarial valuation of plan assets and the present value of the defined benefit obligation for gratuity were carried Total 36.75 5.55 31.20 29.75 3.68 26.07
out as at March 31, 2023. The present value of the defined benefit obligations and the related current service cost and past year Included in Other comprehensive income
service cost, were measured using the projected unit credit method.
Remeasurements loss (gain)
The following tables summarized the components of net benefit expenses recognized in the statement of profit and loss and the - Actuarial loss (gain) arising from: -
funded status and amounts recognized in the balance sheet for the gratuity plan. - demographic assumptions (7.74) - (7.74) - - -
Particulars As at As at - financial assumptions 5.12 - 5.12 (2.35) - (2.35)
March 31, 2023 March 31, 2022 - experience adjustment (4.70) - (4.71) 0.37 - 0.37
Present value of obligation 118.17 94.83 -Return on plan assets excluding interest - (3.13) 3.13 - 0.98 (0.98)
Fair value of plan assets 105.10 91.10 income
Net defined benefit liability/(asset) * 13.07 3.73 Total (7.32) (3.13) (4.20) (1.98) 0.98 (2.96)
Other
* The amount disclosed in note 21 for the year ended March 31, 2023 and March 31, 2022 include C 0.2 million, advanced to gratuity trust for bank
account opening. Contribution paid by the employer - 11.62 (11.62) - 21.35 (21.35)
Amount recognized in the statement of profit and loss is as under: Benefits paid (6.09) (0.05) (6.04) (3.51) (0.10) (3.41)
Total (6.09) 11.57 (17.66) (3.51) 21.25 (24.76)
Particulars For the year ended For the year ended
March 31, 2023 March 31, 2022 Balance at the end of the year 118.17 105.10 13.07 94.83 91.10 3.73
Current service cost 30.97 25.77
Net interest cost/(income) on the net defined benefit liability/(asset) 0.23 0.30
Expenses recognized in the statement of profit and loss 31.20 26.07

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(c) Major categories of plan assets (as percentage of total plan assets): (g) Description of risk exposures

Particulars As at As at Valuations are based on certain assumptions, which are dynamic in nature and vary over time. As such the Company is
March 31, 2023 March 31, 2022 exposed to various risks as follows -
Investment with Kotak gratuity group plan 100% 100% Interest rate risk : The plan exposes the Company to the risk of fall in interest rate. A fall in interest rate will result in an increase in
the ultimate cost of providing the above benefit and will thus result in an increase in the value of liablity
On an annual basis, an asset-liability matching study is done by the Company whereby the Company contributes the net increase
in the actuarial liability to the plan manager (insurer) in order to manage the liability risk. Liquidity Risk: This is the risk that the Company is not able to meet the short-term gratuity payouts. This may arise due to non
availabilty of enough cash / cash equivalent to meet the liabilities or holding of illiquid assets not being sold in time
(d) Actuarial assumptions
Principal actuarial assumptions at the reporting date (expressed as weighted averages): Salary increases : The present value of the defined benefit plan is calculated with the assumption of salary increase rate of plan
participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary
Particulars As at March 31, 2023 As at March 31, 2022 used to determine the present value of obligation will have a bearing on the plan's liability.
Discount rate 7.25% 6.10%
Investment risk : The present value of defined benefit plan liability is calculated using a discount rate which is determined by
Future long term salary growth 12.00% 10.00%
reference to the prevailing market yields of Indian government securities as at the balance sheet date for the estimated term of
Withdrawal rate: 26.00% 22.00% the obligation.
Retirement age (in year) 60.00 60.00
Expected rate of return on plan assets 7.25% 6.10% Demographic Risk: The Company has used certain mortality and attrition assumptions in valuation of the liability. The Company
is exposed to the risk of actual experience turning out to be worse compared to the assumption.
Mortality 100% of IALM 2012-14 100% of IALM 2012-14
Discount rate : Reduction in discount rate in subsequent valuations can increase the plan’s liability.
(e) Sensitivity analysis of significant assumptions
The following table present a sensitivity analysis to one of the relevant actuarial assumption, holding other assumptions constant, Mortality & disability : Actual deaths & disability cases proving lower or higher than assumed in the valuation can impact the
showing how the defined benefit obligation would have been affected by changes in the relevant actuarial assumptions that were liabilities.
reasonably possible at the reporting date.
Withdrawals : Actual withdrawals proving higher or lower than assumed withdrawals and change of withdrawal rates at
Particulars As at March 31, 2023 As at March 31, 2022 subsequent valuations can impact plan’s liability.
Impact on defined Impact on defined Expected rate of return on plan assets: This is based on the expectation of the average long term rate of return expected on
benefit obligation benefit obligation
investments of the fund during the estimated term of the obligations.
Increase Decrease Increase Decrease
Discount rate (1.00% movement) 113.04 123.75 89.95 100.21 iii Compensated absences

Salary growth rate (1.00% movement) 123.46 113.21 99.96 90.07 The Company provides compensated absences benefits to the employees of the Company which can be carried forward to future
periods. Amount recognised in the Statement of profit and loss for compensated absences is as under-
Attrition rate (1.00% movement) 116.53 119.92 93.33 96.43
Mortality rate (10.00% movement) 118.16 118.19 94.82 94.84 Particulars For the year ended For the year ended
March 31, 2023 March 31, 2022
(f) Expected maturity analysis of the defined benefit plans in future years Amount recognised in statement of profit and loss 27.54 21.38
Particulars As at As at
March 31, 2023 March 31, 2022 Amount recognized in the balance sheet: As at As at
1 year 21.44 13.15 March 31, 2023 March 31, 2022
Between 2-5 years 75.29 54.10 Present value of obligation as at the end 56.34 46.52
Between 6-10 years 48.75 39.96
iv The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and post-employment benefits
Over 10 years 27.71 31.66 received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which
Total 173.19 138.87 the Code will come into effect has not been notified and the final rules/interpretation have not yet been issued. The Company will
assess the impact of the Code when it comes into effect and will record any related impact in the year the Code becomes effective.
As at March 31, 2023, the weighted-average duration of the defined benefit obligation was 4 years (March 31, 2022 - 5 years).

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39. Amount payable to micro small and medium enterprises 41. Reconciliation of liabilities arising from financing activities
The Ministry of Micro Small and Medium Enterprises has issued an office memorandum dated August 26, 2008 which recommends that The changes in the Company's liabilities arising from financing activities can be classified as follows :
the Micro and Small Enterprises should mention in their correspondence with its customers the 'entrepreneurs memorandum number'
Particulars Debt Borrowings Subordinated Total
as allotted after filling of the memorandum. Accordingly, the disclosure in respect of the amount payable to such enterprises as at March
securities (other liabilities
31, 2023 has been made in the financial statements (refer note 15) based on information received and available with the Company.
than debt
securities)
40. Maturity analysis of assets and liabilities
Cash flows:
The table below shows an analysis of assets and liabilities analysed according to when they are expected to be recovered or settled.
With regard to loans and advances to customers, the Company uses the same basis of expected repayment behaviour as used for April 1, 2022 7,837.76 48,294.66 1,625.67 57,758.09
estimating the EIR. Issued debt reflect the contractual coupon amortisations. Repayment (3,353.66) (38,082.04) (500.00) (41,935.70)
Proceeds 1,800.00 50,150.00 - 51,950.00
Particulars As at March 31, 2023 As at March 31, 2022
Non Cash:
Within 12 After 12 Total Within 12 After 12 Total
Amortisation of upfront fees 3.90 (42.70) 4.24 (34.56)
months months months months
Exchange differences (net) 46.16 - 46.16
Assets
Cash and cash equivalents 9,503.61 - 9,503.61 10,113.72 - 10,113.72 March 31, 2023 6,288.00 60,366.08 1,129.91 67,783.99
Bank balance other than cash and cash equivalents 759.65 387.01 1,146.66 920.87 501.39 1,422.26 Cash flows:
Trade receivables 143.81 - 143.81 42.53 - 42.53 April 1, 2021 9,904.50 33,250.79 1,167.21 44,322.50
Loans 50,409.08 30,006.50 80,415.58 36,339.32 22,842.62 59,181.94 Repayment (2,531.01) (25,905.28) (70.00) (28,506.29)
Other financial assets 923.46 45.74 969.20 549.71 15.34 565.05 Proceeds 450.00 41,043.00 550.00 42,043.00
Derivative financial instrument -7.77 9.16 1.39 Non Cash: -
Non-financial assets
Amortisation of upfront fees 14.27 (50.04) (21.54) (57.31)
Current tax assets (net) - 383.57 383.57 - 353.61 353.61
Exchange differences (net) (43.81) - (43.81)
Deferred tax assets (net) - 777.46 777.46 - 867.56 867.56
March 31, 2022 7,837.76 48,294.66 1,625.67 57,758.09
Property, plant and equipment - 132.80 132.80 - 122.04 122.04
Capital work-in-progress 2.51 - 2.51 - - 42. Share based compensation
Right of use asset - 76.58 76.58 - 69.17 69.17
A. Description of share-based payment arrangements
Intangible assets - 0.23 0.23 - 0.71 0.71
i. Share option programme (equity settled)
Other non financial assets 81.92 0.05 81.97 165.69 0.54 166.23
Total Assets 61,816.27 31,819.10 93,635.37 48,131.84 24,772.97 72,904.82 The Company has granted stock options to certain employees of the Company under the 'Employee Stock Option Scheme 2014'
Liabilities (Scheme 2014) and 'Employee Stock Option Scheme 2016' (Scheme 2016). The key terms and conditions related to the grant of
the stock options are as follows:
Financial liabilities
Derivative financial instrument - - - 29.70 47.41 77.11 a) The ESOP Scheme 2014 was effective from June 30, 2014 and has been wind up on 26th March 2023 with the approval of the
Trade payables 813.95 - 813.95 374.39 - 374.39 members by passing special resolution and the balance equity shares were transferred in the ESOP 2023 scheme. The ESOP
Debt securities 2,323.05 3,964.95 6,288.00 3,234.82 4,602.94 7,837.76 Scheme 2016 is effective form January 16, 2017 and is administered through a ESOP Trust (Fusion Employees Benefit Trust). The
Borrowings (other than debt securities) 37,616.98 22,749.10 60,366.08 29,867.97 18,426.69 48,294.66 ESOP Scheme 2023 has been approved by the members by passing special resolution dated 26th March 2023 and is administrated
Subordinated liabilities 599.51 530.40 1,129.91 499.66 1,126.01 1,625.67 through a ESOP Trust (Fusion Employees Benefit Trust).
Other financial liabilities 1,490.97 85.99 1,576.96 1,061.56 74.96 1,136.52 b) The scheme provides that, subject to continued employment with the Company, the employees are granted an option to acquire
Non-financial liabilities equity shares of the Company that may be exercised within a specified period.
Current tax liabilities (net) 7.12 - 7.12 1.04 - 1.04
Provisions 57.81 52.49 110.30 31.76 39.92 71.68 c) The Company has formed Fusion ESOP Trust on September 27, 2014 to issue ESOPs to employees of the Company as per the
respective scheme. The Company has given interest and collateral free loan to the ESOP trust, to provide financial assistance to
Other non-financial liabilities 123.86 - 123.86 106.48 - 106.48
purchase equity shares of the Company under such schemes. The Trust in turn allots the shares to employees on exercise of their
Total Liabilities 43,033.25 27,382.93 70,416.18 35,207.38 24,317.93 59,525.31
right against cash consideration.
Net Assets 18,783.02 4,436.17 23,219.19 12,924.46 455.04 13,379.51

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Notes to the Financial Statements Notes to the Financial Statements

For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated) For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated)

d) As on March 31, 2023, the ESOP trust have 2,85,266 equity shares, (March 31, 2022 - 15,65,985). The ESOP Trust does not have C Share options outstanding at the end of the year have the following contractual expiry date and exercise options (contd.)
any transaction other than those mentioned above, hence it is treated as an integral part of the Company and accordingly gets
consolidated with the books of the Company. As at March 31, 2023, the Company has reduced the shares allotted to ESOP Trust Grant date Number of Expiry date Exercise price Number of options outstanding
amounting C 2.85 million (March 31, 2022 - C 15.66 million) from the share capital and C 41.04 million (March 31, 2022 - C 126.70 options As at As at
million) from the share premium. These are shown as treasury shares. March 31, 2023 March 31, 2022
Tranche 2 85,475 March 31, 2027 37.99 - 58,560
e) The eligible employees shall exercise their option to acquire the shares of the Company within a period of eight periods from the
end of vesting period. The plan shall be administered, supervised and implemented by the board. Tranche 3 85,475 March 30, 2028 37.99 - 67,693
Tranche 4 85,475 March 30, 2029 37.99 - 73,700
These options shall vest on graded basis as follows:

Time period Percentage Vesting condition March 31, 2018 3,30,540

On completion of 1 year 25% Service Tranche 1 82,635 March 31, 2027 64.08 1,061 42,658
On completion of 2 years 25% Service Tranche 2 82,635 March 30, 2028 64.08 1,060 44,002
On completion of 3 years 25% Service Tranche 3 82,635 March 30, 2029 64.08 1,061 46,323
On completion of 4 years 25% Service Tranche 4 82,635 March 30, 2030 64.08 1,059 50,198
March 31, 2019 4,34,720
B Reconciliation of outstanding share options
Tranche 1 1,08,680 March 31, 2028 110.00 - 56,093
Set out below is a summary of options granted under the plan
Tranche 2 1,08,680 March 31, 2029 110.00 - 56,092
Particulars March 31, 2023 March 31, 2022 Tranche 3 1,08,680 March 31, 2030 110.00 - 72,055
Number of Average Number of Average Tranche 4 1,08,680 March 31, 2031 110.00 - 85,063
share options exercise price share options exercise price
September 30, 2019 5,46,180
per share per share
Tranche 1 1,36,545 September 30, 2028 154.04 1,501 1,07,781
Outstanding options at the beginning of the year 23,49,107 199.07 20,70,558 156.57
Tranche 2 1,36,545 September 30, 2029 154.04 1,499 1,12,010
Add: Granted during the year 5,76,250 339.48 5,18,500 327.50
Tranche 3 1,36,545 September 30, 2030 154.04 3,626 1,29,910
Less: Lapsed/forfeited during the year 1,68,034 300.01 65,310 165.12
Tranche 4 1,36,545 September 30, 2031 154.04 1,24,819 1,29,910
Less: Exercised during the year 12,80,719 125.85 1,74,641 89.28
November 8, 2019 31,790
Outstanding options at the end of the year 14,76,604 305.89 23,49,107 199.07
Tranche 1 7,948 November 8, 2028 154.04 - 3,611
Options exercisable at the end of the year 2,01,635 9,96,477
Tranche 2 7,948 November 8, 2029 154.04 - 5,848
The weighted average share price at the date of exercise for share options exercised during the year ended March 31, 2023 was
Tranche 3 7,948 November 8, 2030 154.04 2,560 6,898
C 167.48 (March 31, 2022 - C 129.07).
Tranche 4 7,948 November 8, 2031 154.04 5,848 6,898
C Share options outstanding at the end of the year have the following contractual expiry date and exercise options
February 18, 2020 13,000
Grant date Number of Expiry date Exercise price Number of options outstanding Tranche 1 3,250 February 18, 2029 290.48 1,050 2,200
options As at As at Tranche 2 3,250 February 18, 2030 290.48 1,050 2,200
March 31, 2023 March 31, 2022
Tranche 3 3,250 February 18, 2031 290.48 1,050 2,200
March 31, 2016 2,17,000
Tranche 4 3,250 February 19, 2032 290.48 1,050 2,200
Tranche 1 54,250 March 31, 2025 27.08 - 10,250
Tranche 2 54,250 March 31, 2026 27.08 - 10,250
August 19, 2020 1,62,000
Tranche 3 54,250 March 31, 2027 27.08 - 10,250
Tranche 1 40,500 August 19, 2029 290.48 1,750 39,125
Tranche 4 54,250 March 30, 2028 27.08 - 20,000
Tranche 2 40,500 August 19, 2030 290.48 1,750 39,500
March 31, 2017 3,41,900
Tranche 3 40,500 August 19, 2031 290.48 36,500 39,500
Tranche 1 85,475 March 31, 2026 37.99 - 45,133
Tranche 4 40,500 August 19, 2032 290.48 36,500 39,500

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Notes to the Financial Statements Notes to the Financial Statements

For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated) For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated)

C Share options outstanding at the end of the year have the following contractual expiry date and exercise options (contd.) D. Measurement of fair values
i. Equity-settled share-based payment arrangements
Grant date Number of Expiry date Exercise price Number of options outstanding
options The fair value of employee share options has been measured using Black-Scholes model. The weighted average fair value of
As at As at
March 31, 2023 March 31, 2022 each option granted during the financial year 2022-23 was ranged between 108.13-143.55 (during the Previous Year 2021-22 was
ranged between 116.48 - 154.35).
November 9, 2020 67,500
Tranche 1 16,875 November 9, 2029 290.48 2,000 16,875 The fair value of options and the inputs used in the measurement of the grant date fair values of the equity-settled share based
Tranche 2 16,875 November 9, 2030 290.48 9,500 16,875 payment plans are as follows:

Tranche 3 16,875 November 9, 2031 290.48 16,875 16,875 Grant date Expiry date Historical Exercise Share Risk free Fair value
Tranche 4 16,875 November 9, 2032 290.48 16,875 16,875 volatility price price rate of option

February 5, 2021 3,55,000 March 31, 2016

Tranche 1 88,750 February 5, 2030 290.48 24,625 86,375 Tranche 1 March 31, 2025 45.00% 27.08 51.90 7.18% 30.69
Tranche 2 88,750 February 5, 2031 290.48 51,935 86,375 Tranche 2 March 31, 2026 45.00% 27.08 51.90 7.32% 32.84
Tranche 3 88,750 February 5, 2032 290.48 76,000 86,375 Tranche 3 March 31, 2027 45.00% 27.08 51.90 7.43% 34.74
Tranche 4 88,750 February 5, 2033 290.48 76,000 86,375 Tranche 4 March 30, 2028 45.00% 27.08 51.90 7.51% 36.42
February 14, 2022 5,18,500 March 31, 2017
Tranche 1 1,29,625 February 14, 2031 327.50 93,500 1,29,625 Tranche 1 March 31, 2026 45.00% 37.99 80.40 6.45% 51.16
Tranche 2 1,29,625 February 14, 2032 327.50 1,11,750 1,29,625 Tranche 2 March 31, 2027 45.00% 37.99 80.40 6.62% 53.92
Tranche 3 1,29,625 February 14, 2033 327.50 1,11,750 1,29,625 Tranche 3 March 30, 2028 45.00% 37.99 80.40 6.77% 56.41
Tranche 4 1,29,625 February 14, 2034 327.50 1,11,750 1,29,625 Tranche 4 March 30, 2029 45.00% 37.99 80.40 6.88% 58.65
October 13, 2022 5,76,250 March 31, 2018
Tranche 1 1,44,062 October 13, 2031 339.48 1,37,313 - Tranche 1 March 31, 2027 45.00% 64.08 82.30 6.94% 38.69
Tranche 2 1,44,063 October 13, 2032 339.48 1,37,313 - Tranche 2 March 30, 2028 45.00% 64.08 82.30 7.13% 43.26
Tranche 3 1,44,062 October 13, 2033 339.48 1,37,313 - Tranche 3 March 30, 2029 45.00% 64.08 82.30 7.28% 47.22
Tranche 4 1,44,063 October 13, 2034 339.48 1,37,313 - Tranche 4 March 30, 2030 45.00% 64.08 82.30 7.40% 50.68
Outstanding options at the end of the year 14,76,604 23,49,107 March 31, 2019
Weighted average remaining contractual life of options outstanding at the end of the 9.39 years 8.39 years Tranche 1 March 31, 2028 46.30% 110.00 111.10 7.01% 56.07
year Tranche 2 March 31, 2029 46.30% 110.00 111.10 7.12% 61.43
Tranche 3 March 31, 2030 46.30% 110.00 111.10 7.22% 66.18
Tranche 4 March 31, 2031 46.30% 110.00 111.10 7.30% 70.42
September 30, 2019
Tranche 1 September 30, 2028 45.00% 154.04 111.10 6.31% 42.37
Tranche 2 September 30, 2029 45.00% 154.04 111.10 6.46% 48.42
Tranche 3 September 30, 2030 45.00% 154.04 111.10 6.59% 53.90
Tranche 4 September 30, 2031 45.00% 154.04 111.10 6.70% 58.86
November 8, 2019
Tranche 1 November 8, 2028 45.00% 154.04 213.60 6.25% 124.09
Tranche 2 November 8, 2029 45.00% 154.04 213.60 6.43% 132.58
Tranche 3 November 8, 2030 45.00% 154.04 213.60 6.59% 140.16
Tranche 4 November 8, 2031 45.00% 154.04 213.60 6.71% 146.93

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Notes to the Financial Statements Notes to the Financial Statements

For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated) For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated)

Grant date Expiry date Historical Exercise Share Risk free Fair value 43. Related party disclosure
volatility price price rate of option i. Names of the related party and nature of relationship:-
February 18, 2020
Description of relationship Designation As at March 31, 2023 As at March 31, 2022
Tranche 1 February 18, 2029 45.00% 290.48 213.60 6.08% 82.04
Key Management Managing Director and Devesh Sachdev Devesh Sachdev
Tranche 2 February 18, 2030 45.00% 290.48 213.60 6.23% 93.50 Personnel Chief Executive Officer
Tranche 3 February 18, 2031 45.00% 290.48 213.60 6.35% 103.81 Chief Financial Officer Gaurav Maheshwari Gaurav Maheshwari
Tranche 4 February 18, 2032 45.00% 290.48 213.60 6.44% 113.13 Company Secretary and Deepak Madaan Deepak Madaan
August 19, 2020 Compliance Officer
Tranche 1 August 19, 2029 49.60% 290.48 185.20 5.52% 68.68 Directors Independent Director* Ms. Namrata Kaul Ms. Namrata Kaul
Tranche 2 August 19, 2030 49.60% 290.48 185.20 5.77% 79.33 Mr. Pankaj Vaish Mr. Pankaj Vaish
Tranche 3 August 19, 2031 49.60% 290.48 185.20 5.97% 88.91 Ms. Ratna Dharashree Ms. Ratna Dharashree
Vishwanathan Vishwanathan
Tranche 4 August 19, 2032 49.60% 290.48 185.20 6.12% 97.52
Mr. Shobinder Duggal
November 9, 2020
Nominee Director Mr. Narendra Ostawal Mr. Narendra Ostawal
Tranche 1 November 9, 2029 52.70% 290.48 193.80 5.31% 78.61
Mr. Kenneth Dan Vander Weele Mr. Kenneth Dan Vander Weele
Tranche 2 November 9, 2030 52.70% 290.48 193.80 5.58% 89.76
Entities exercising Shareholder Creation Investments Fusion, LLC, Creation Investments Fusion, LLC,
Tranche 3 November 9, 2031 52.70% 290.48 193.80 5.81% 99.74
significant influence over Chicago, U.S.A. Chicago, U.S.A.
Tranche 4 November 9, 2032 52.70% 290.48 193.80 5.99% 108.67 the Company Creation Investments Fusion II, Creation Investments Fusion II,
February 5, 2021 LLC, Chicago, U.S.A. LLC, Chicago, U.S.A.
Tranche 1 February 5, 2030 52.70% 290.48 193.80 5.63% 79.47 Honey Rose Investment Ltd Honey Rose Investment Ltd
Tranche 2 February 5, 2031 52.70% 290.48 193.80 5.89% 90.68 Entities under Common Controlling interest Vivriti Capital Private Limited Vivriti Capital Private Limited
Tranche 3 February 5, 2032 52.70% 290.48 193.80 6.10% 100.69 Vivriti Asset Management Private -
Tranche 4 February 5, 2033 52.70% 290.48 193.80 6.27% 109.64 Limited
February 14, 2022 Post Employment benefits Gratuity Trust Fusion Micro Finance Private Fusion Micro Finance Private
plan Limited Employees Group Limited Employees Group
Tranche 1 February 14, 2031 54.50% 327.50 250.10 5.98% 116.48
Gratuity Trust Fund Gratuity Trust Fund
Tranche 2 February 14, 2032 54.50% 327.50 250.10 6.29% 130.74 * Key management personnel are those individuals who have the authority and responsibility for planning and exercising power to directly or
Tranche 3 February 14, 2033 54.50% 327.50 250.10 6.54% 143.29 indirectly control the activities of the Company and its employees. The Company considers the members of the Board of Directors which include
independent directors and Executive Committee to be key management personnel for the purposes of Ind AS 24 Related Party Disclosures.
Tranche 4 February 14, 2034 54.50% 327.50 250.10 6.72% 154.35 * Ms. Namrata Kaul was re-appointed as an Independent Director w.e.f Feburary 18, 2023 for a second term of five consecutive years.
October 13, 2022
Tranche 1 October 13, 2031 54.20% 339.48 236.60 7.34% 108.13
Tranche 2 October 13, 2032 54.20% 339.48 236.60 7.38% 121.54
Tranche 3 October 13, 2033 54.20% 339.48 236.60 7.39% 133.25
Tranche 4 October 13, 2034 54.20% 339.48 236.60 7.39% 143.55
Expected volatility is a measure of the amount by which a price is expected to fluctuate during a period. The measure of volatility used in option
pricing models is the annualised standard deviation of the continuously compounded rates of return on the share over a period of time. Expected
volatility approximates historical volatility.

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Notes to the Financial Statements Notes to the Financial Statements

For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated) For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated)

ii. Summary of related party transactions during the year 44. Financial instruments - fair value and risk management
Name of the related party Nature of transaction For the year ended For the year ended A. Financial instruments by category
March 31, 2023 March 31, 2022 The following table shows the carrying amounts and fair values of financial assets and financial liabilities.
Mr. Devesh Sachdev Managerial remuneration 45.63 37.50
Amount received against partly - 641.51 Particulars As at March 31, 2023
paid up shares Carrying value at Fair value
Mr. Gaurav Maheshwari Remuneration 11.98 8.39 Amortised cost
Mr. Deepak Madaan Remuneration 7.82 4.50 At amortised cost
Ms. Ratna Dharashree Vishwanathan Sitting fees 1.47 1.26 Financial assets:
Mr. Shobinder Duggal Sitting fees - 0.43 Cash and cash equivalents 9,503.61 9,503.61
Ms. Namrata Kaul Sitting fees 1.56 1.45 Bank balances other than cash and cash equivalents 1,146.66 1,146.66
Mr. Pankaj Vaish Sitting fees 1.37 0.75 Trade receivables 143.81 143.81
Reimbursement of travelling 0.23 0.03 Loans 80,415.58 81,794.91
expenses Other financial assets 969.20 969.20
Fusion Micro Finance Private Limited Investment 11.62 21.35 92,178.86 93,558.19
Employees Group Gratuity Trust Fund
At fair value through profit or loss
Vivriti Asset Management Private Limited Proceeds from debt securities 350.00 -
Derivative financial instrument 1.39 1.39
Vivriti Asset Management Private Limited Repayment to Debt Securities 116.67 -
1.39 1.39
Vivriti Asset Management Private Limited Interest payment 33.76 -
92,180.25 93,559.58
Vivriti Capital Private Limited Proceeds from subordinated debt - 250.00
Financial liabilities:
Vivriti Capital Private Limited Loan Processing Fees - 3.75
Trade payables 813.95 813.95
Vivriti Capital Private Limited Interest payment 32.50 -
Debt securities 6,288.00 6,482.19

The amount payable to related parties: Borrowings (other than debt securities) 60,366.08 60,753.57
Subordinated liabilities 1,129.91 1,214.34
Name of the related party Nature of transaction As at As at
Other financial liabilities 1,576.96 1,576.96
March 31, 2023 March 31, 2022
70,174.90 70,841.00
Vivriti Capital Private Limited Subordinated debt 245.25 244.47
Vivriti Asset Management Private Limited Non-convertible debentures 232.90 -
Vivriti Asset Management Private Limited Non-convertible debentures- 0.07 - Particulars As at March 31, 2022
Interest Accrued but not Due Carrying value at Fair value
Terms and conditions Amortised cost
All transactions with these related parties are priced on an arm’s length basis and at normal commercial terms. At amortised cost
As the provision for gratuity, leave compensation and share based compensation is made for the Company as a whole, the amount pertaining to
the Key Management Personnel is not specifically identified and hence is not included above. The above remuneration details are in the nature of Financial assets:
short term benefits . Cash and cash equivalents 10,113.72 10,113.72
Bank balances other than cash and cash equivalents 1,422.26 1,422.26
Trade receivables 42.53 42.53
Loans 59,181.94 60,225.94
Other financial assets 565.05 565.05
71,325.50 72,369.50

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Notes to the Financial Statements Notes to the Financial Statements

For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated) For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated)

Particulars As at March 31, 2022 As at March 31, 2022 Carrying Level 1 Level 2 Level 3 Total
Carrying value at Fair value value
Amortised cost Financial assets:
Financial liabilities: Loans 59,181.94 - - 60,225.94 60,225.94
Trade payables 374.39 374.39 59,181.94 - - 60,225.94 60,225.94
Debt securities 7,837.76 8,076.25 Financial liabilities:
Borrowings (other than debt securities) 48,294.66 48,416.68 Debt securities 7,837.76 - 8,076.25 - 8,076.25
Subordinated liabilities 1,625.67 1,785.96 Borrowings (other than debt securities) 48,294.66 - 48,416.68 - 48,416.68
Other financial liabilities 1,136.52 1,136.52 Subordinated liabilities 1,625.67 - 1,785.96 - 1,785.96
59,269.00 59,789.80 57,758.09 - 58,278.89 - 58,278.89
At fair value through profit or loss
The management assessed that carrying value of financial assets (other than loan and investments) and financial liabilities (other
Derivative financial instrument 77.11 77.11
than debt securities, borrowings (other than debt securities) and subordinated liabilities) approximate their fair value largely due
77.11 77.11 to short term maturities of these instruments.
59,346.11 59,866.91
C. Valuation framework
B. Fair value hierarchy of assets and liabilities The Managing Director(MD) and Chief Executive Officer(CEO) of the Company takes decision in respect of allocation of resources
B.1 Financial assets and liabilities measured at fair value - recurring fair value measurements and assesses the performance basis the report/ information provided by functional heads and are thus considered to be Chief
Operating Decision Maker (CODM).
As at March 31, 2023 Carrying Level 1 Level 2 Level 3 Total
value The Company operates under the principal business segment viz. "micro financing activities " in India. The CODM views and
Financial assets: monitors the operating results of its single business segment for the purpose of making decisions about resource allocation
Derivative financial instrument 1.39 - 1.39 1.39 and performance assessment. Accordingly, there are no separate reportable segments in accordance with the requirements of
Ind AS 108 ‘Operating segment’ and hence, there are no additional disclosures to be provided. There are no individual customer
1.39 - 1.39 - 1.39 contributing more than 10% of Company's total revenue. There are no operation outside India and hence there is no external
revenue or assets which require disclosure.
As at March 31, 2022 Carrying Level 1 Level 2 Level 3 Total
Level 1: Inputs that are quoted market prices (unadjusted) in active markets for identical assets or liabilities.
value
Financial liabilities: Level 2 : The fair value of financial instruments that are not traded in active markets is determined using valuation techniques
Derivative financial instrument 77.11 - 77.11 - 77.11 which maximize the use of observable market data either directly or indirectly, such as quoted prices for similar assets and
liabilities in active markets, for substantially the full term of the financial instrument but do not qualify as Level 1 inputs. If all
77.11 - 77.11 - 77.11
significant inputs required to fair value an instrument are observable the instrument is included in level 2.
B.2 Financial assets and liabilities which are measured at amortised cost for which fair values are disclosed Level 3 : If one or more of the significant inputs is not based in observable market data, the instruments is included in level 3. That
As at March 31, 2023 Carrying Level 1 Level 2 Level 3 Total is, Level 3 inputs incorporate market participants’ assumptions about risk and the risk premium required by market participants in
value order to bear that risk. The Company develops Level 3 inputs based on the best information available in the circumstances.
Financial assets: Valuation techniques include net present value and discounted cash flow models. Assumptions and inputs used in valuation
Loans 80,415.58 - 81,794.91 81,794.91 techniques include risk-free and benchmark interest rates, credit spreads and other premium used in estimating discount rates
80,415.58 - - 81,794.91 81,794.91 and expected price volatilities and correlations.
Financial liabilities: The objective of valuation techniques is to arrive at a fair value measurement that reflects the price that would be received to sell
Debt securities 6,288.00 - 6,482.19 6,482.19 the asset or paid to transfer the liability in an orderly transaction between market participants at the measurement date.
Borrowings (other than debt securities) 60,366.08 - 60,753.57 60,753.57
The fair values of loans and receivables are estimated by discounted cash flow models that incorporate assumptions for credit
Subordinated liabilities 1,129.91 - 1,214.34 1,214.34 risks, probability of default and loss given default estimates. The Company uses historical experience and other information used
67,783.99 - 68,450.10 - 68,450.10

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Notes to the Financial Statements Notes to the Financial Statements

For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated) For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated)

in its collective impairment models. The credit risk is applied as a top-side adjustment based on the collective impairment model 46. Financial risk management
incorporating probability of defaults and loss given defaults. The significant unobservable input is the discount rate determined
Risk is an integral part of the Company's business and sound risk management is critical to the success. As a financial intermediary,
using the cost of lending of the company.
the Company is exposed to risks that are particular to its lending and the environment within which it operates and primarily includes
The fair values of the Company’s fixed rate interest-bearing debt securities, borrowings and subordinated liabilities are determined credit, liquidity and market risks. The Company has a risk management policy which covers risks associated with the financial assets and
by applying discount rate that reflects the issuer’s borrowing rate as at the end of the reporting period. For variable rate interest- liabilities. The risk management policy is approved by the board of directors.
bearing debt securities, borrowings and subordinated liabilities, carrying value represent best estimate of their fair value as these
The Company has identified and implemented comprehensive policies and procedure to assess, monitor and manage risk through-
are subject to changes in underlying interest rate indices as and when the changes happen.
out Company. The risk management process is continuously reviewed, improved and adopted in the context of changing risk scenario
The Company has entered into derivative financial instruments with counterparty being a financial institution with investment and the agility of the risk management process is monitored and reviewed for its appropriateness in the changing risk landscape. The
grade credit ratings. Currency and Interest rate swaps are valued using valuation techniques, which employs the use of market process of continuous evaluation of risks includes stock of the risk landscape on an event driven basis.
observable inputs. The most frequently applied valuation techniques include forward pricing and swap models, using present
The Company has an elaborate process for risk management. Major risks identified by the businesses and functions are systematically
value calculations. The models incorporate various inputs including the credit quality of counterparties, foreign exchange spot
addressed through mitigating actions on a continuing basis.
and forward rates, yield curves of the respective currencies, currency basis spreads between the respective currencies and interest
rate curves. As at March 31, 2023, the mark-to-market value of derivative liability position is net of a credit valuation adjustment Risk management framework
attributable to derivative counterparty default risk. The Company’s board of directors has overall responsibility for the establishment and oversight of the Company’s risk management
45. Transfers of financial assets framework. The board of directors has established the risk management committee, which is responsible for developing and monitoring
the Company’s risk management policies. The committee reports regularly to the board of directors on its activities.
Assignment transactions:
The Company generally enters into assignment deals, as a source of finance. As per the terms of deal, the derecognition criteria as Efficient and timely management of risks involved in the Company's activities is critical for the financial soundness and profitability of
per Ind AS 109 is being met as substantially all the risks and rewards relating to assets being transferred to the buyer , hence the the Company. Risk management involves the identifying, measuring, monitoring and managing of risks on a regular basis. The objective
assets have been derecognised. of risk management is to increase shareholders' value and achieve a return on equity that is commensurate with the risks assumed. To
achieve this objective, the Company employs leading risk management practices and recruits skilled and experienced people.
The management evaluates the impact of the assignment transactions done during the year for its business model. Based on the
future business plan, the Company's business model remains to hold the assets for collecting contractual cash flows. The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate
risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to
The table below summarises the carrying amount of the derecognized financial assets and the gain on derecognition during the year reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards and
procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and
Particulars Carrying amount Gain from obligations.
of derecognized derecognition
financial assets The Company’s audit committee oversees how management monitors compliance with the Company’s risk management policies and
Assignment procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The audit
committee is assisted in its oversight role by internal audit that undertakes both regular and ad hoc reviews of risk management
For the year ended March 31, 2023 12,264.36 968.58
controls and procedures, the results of which are reported to the audit committee.
For the year ended March 31, 2022 6,934.54 607.95
A. Credit risk
Since the Company transferred the above financial asset in a transfer that qualified for derecognition in its entirety, therefore the
All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience
whole of the interest spread (over the expected life of the asset) is recognized at its present value on the date of derecognition
and supervision. It is the Company’s policy that no trading in derivatives for speculative purposes may be undertaken. Credit risk
itself as interest strip receivable and correspondingly recognised as gain on derecognition of financial asset.
arising from derivative financial instruments is, at any time, limited to those with positive fair values, as recorded on the balance
sheet. As per risk management policy of the Company, it only deals with counterparties, which has good credit rating/ worthiness
given by external rating agencies or based on Company's internal assessment. The Board of Directors reviews and agrees policies
for managing each of these risks, which are summarised below:

Credit risk is the risk of loss that may occur from defaults by our borrowers under our loan agreements. In order to address credit
risk, we have stringent credit assessment policies for client selection. Measures such as verifying client details and usage of credit
bureau data to get information on past credit behaviour also supplement the efforts for containing credit risk. We also follow a
systematic methodology in the opening of new branches, which takes into account factors such as the demand for credit in the
area; income and market potential; and socio-economic and law and order risks in the proposed area. Further, our client due
diligence procedures encompass various layers of checks, designed to assess the quality of the proposed group and to confirm
that they meet our criteria.

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Notes to the Financial Statements Notes to the Financial Statements

For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated) For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated)

The Company is a rural focused NBFC-MFI with a geographically diversified presence in India and offer income generation loans e) Expected credit loss on Loans
under the joint liability group model, predominantly to women from low-income households in Rural Areas. Further, as we focus The Company measures the amount of ECL on a financial instrument in a way that reflects an unbiased and probability-weighted
on providing micro-loans in rural areas, our results of operations are affected by the performance and the future growth potential amount. The Company considers its historical loss experience and adjusts the same for current observable data. The key inputs
of microfinance in rural India. Our clients typically have limited sources of income, savings and credit histories and our loans are into the measurement of ECL are the probability of default, loss given default and exposure at default. These parameters are
typically provided free of collateral. Such clients generally do not have a high level of financial resilience, and, as a result, they can derived from the internal assessment of the historical data. In addition, the Company uses reasonable and supportable information
be adversely affected by declining economic conditions and natural calamities. In addition, we rely on non-traditional guarantee on future economic conditions including macroeconomic factors such as interest rates, gross domestic product, inflation and
mechanisms rather than tangible assets as collateral, which may not be effective in recovering the value of our loans. expected direction of the economic cycle. Since incorporating these forward looking information increases the judgment as to
The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, how the changes in these macroeconomic factor will affect ECL, the methodology and assumptions are reviewed regularly.
management also considers the factors that may influence the credit risk of its customer base, including the default risk associated The Company has applied a three-stage approach to measure expected credit losses (ECL) on loans. Assets migrate through
with the industry. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated following three stages based on the changes in credit quality since initial recognition:
future cash flows of the financial asset have occurred. Evidence that a financial asset is credit-impaired includes the following
observable data: i) Stage 1: 12- months ECL: For exposures where there is no significant increase in credit risk since initial recognition and that are
not credit-impaired upon origination, the portion of the lifetime ECL associated with the probability of default events occurring
• significant financial difficulty of the borrower or issuer; within the next 12- months is recognized.
• a breach of contract such as a default or past due event;
ii) Stage 2: Lifetime ECL, not credit-impaired: For credit exposures where there has been a significant increase in credit risk since
The Company believes that the Micro finance loans (MFI) have shared risk characteristics (i.e. homogeneous) across various states initial recognition but are not credit-impaired, a lifetime ECL is recognized.
in India. Similarly, the MSME loans are considered to have shared risk characteristics. Accordingly, the Company believes that these
product categories are the best measure of credit risk concentration. Refer note 6 for the product wise loan balances. iii) Stage 3: Lifetime ECL, credit-impaired: Financial assets are assessed as credit impaired upon occurrence of one or more events
that have a detrimental impact on the estimated future cash flows of that asset. For financial assets that have become credit-
(a) Probability of default (PD) impaired, a lifetime ECL is recognized and interest revenue is calculated by applying the effective interest rate to the amortised cost.
PD describes the probability of a loan to eventually falling into stage 3. PD percentage is calculated for entire loan portfolio and is
determined by using available historical observations. At each reporting date, the Company assesses whether there has been a significant increase in credit risk of its financial assets
PD for stage 1: is derived as percentage of all loans in stage 1 moving into stage 3 in 12-months' time. since initial recognition by comparing the risk of default occurring over the expected life of the asset. In determining whether
PD for stage 2: is derived as percentage of all loans in stage 2 moving into stage 3 in the maximum lifetime of the loans under credit risk has increased significantly since initial recognition, the Company uses information that is relevant and available without
observation. undue cost or effort. This includes the Company’s internal assessment and forward-looking information to assess deterioration in
PD for stage 3: is derived as 100% considering that the default occurs as soon as the loan becomes overdue for 90 days which credit quality of a financial asset.
matches the definition of stage 3.
Expected credit loss on other financial assets
Macroeconomic information (such as regulatory changes, market interest rate or inflation) is incorporated as part of the internal The Company assesses whether the credit risk on a financial asset has increased significantly on collective basis. For the purpose
assessment . In general, it is presumed that credit risk has significantly increased since initial recognition if the payments are more of collective evaluation of impairment, financial assets are grouped on the basis of shared credit risk characteristics, taking
than 30 days past due. into account accounting instrument type, credit risk ratings, date of initial recognition, remaining term to maturity, industry,
geographical location of the borrower, collateral type, and other relevant factors.
(b) Exposure at default (EAD)
EAD is the sum of outstanding principal and the interest amount accrued but not received on each loan as at reporting date. The Company monitors changes in credit risk by tracking published external credit ratings. In order to determine whether
published ratings remain up to date and to assess whether there has been a significant increase in credit risk at the reporting date
(c) Loss given default (LGD) that has not been reflected in published ratings, the Company supplements this by reviewing changes in government bond yields
The Company determines its recovery rates by analysing the recovery trends over different periods of time after a loan is considered together with available press and regulatory information about issuers.
credit impaired. Recovery rate is the total of discounted value of all the recoveries on the credit impaired loan account divided by 47. Liquidity risk
the outstanding of the loan account after its first default. LGD = 1 - (Recovery rate).
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that
(d) Significant increase in credit risk are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, that it will have
The Company continuously monitors all assets subject to ECL. In order to determine whether an instrument or a portfolio of sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable
instruments is subject to 12 months ECL or life time ECL, the Company assesses whether there has been a significant increase in losses or risking damage to the Company's reputation.
credit risk since initial recognition. Regardless of the change in credit grades, if contractual payments are more than 30 days past The maturity schedule for all financial liabilities and assets are regularly reviewed and monitored. Company has assets liability
due, the credit risk is deemed to have increased significantly since initial recognition. management (ALM) policy and ALM Committee to review and monitor liquidity risk and ensure the compliance with the prescribed
regulatory requirement. Monitoring liquidity risk involves categorizing all assets and liabilities into different maturity profiles and

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Notes to the Financial Statements Notes to the Financial Statements

For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated) For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated)

evaluating them for any mismatches in any particular maturities, particularly in the short-term. The ALM Policy prescribes the detailed 48. Market risk
guidelines for managing the liquidity risk.
Market risk is the risk that the fair value or future cash flows of financial instruments will fluctuate due to changes in market variables
The following are the contractual maturities of financial liabilities at the reporting date. The amount are gross and undiscounted, and such as interest rates, credit, liquidity etc. The Company is exposed to three type's of market risks as follows:
include contractual interest payments and exclude the impact of netting agreements.
(i) Interest rate risk

As at March 31 , 2023 Contractual cash flows Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest
rates. We are subject to interest rate risk, principally because we lend to clients at fixed interest rates and for periods that may differ
Up to 1 1 to 2 2 to 3 3 to 6 6 months 1 to 3 3 to 5 Over 5 Total
month months months months to 1 year years years years from our funding sources, while our borrowings are at both fixed and variable interest rates for different periods.

Financial liabilities We assess and manage our interest rate risk by managing our assets and liabilities. Our Assets Liability Management Committee
Borrowings (other than 3,425.06 4,035.86 3,991.92 11,326.76 19,327.69 23,691.86 253.71 - 66,052.86 evaluates asset liability management, and ensures that all significant mismatches, if any, are being managed appropriately. The
debt securities) Company has board approved Asset Liability Management (ALM) policy for managing interest rate risk and policy for determining
Debt securities 269.28 130.89 451.48 409.10 3,660.77 2,292.18 - - 7,213.70 the interest rate to be charged on the loan given.
Subordinated liabilities 12.47 12.89 12.93 338.13 341.91 137.66 644.94 - 1,500.93 The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings. For this,
Other financial liabilities 1,352.95 96.67 22.17 15.96 4.64 22.58 31.29 30.70 1,576.96 during period ended March 31, 2023, the company has external commercial borrowings on which the company has entered an
Trade payables 693.95 - 120.00 - - - - - 813.95 interest rate swap agreement whereby the company receives a variable rate of interest of 6M EURIBOR + 4.30% and pays interest
at a fixed rate.
Total undiscounted 5,753.71 4,276.31 4,598.50 12,089.95 23,335.01 26,144.28 929.94 30.70 77,158.40
financial liabilities The following table demonstrates the sensitivity to a reasonably possible change in the interest rates on the portion of
borrowings affected. With all other variables held constant, the profit before tax is affected through the impact on floating rate
As at March 31 , 2022 Contractual cash flows borrowings, as follows:
Up to 1 1 to 2 2 to 3 3 to 6 6 months 1 to 3 3 to 5 Over 5 Total
month months months months to 1 year years years years Finance Cost March 31, 2023 March 31, 2022
Financial liabilities 0.50 % Increase 181.26 105.54
Borrowings (other than 3,291.78 2,551.42 3,152.18 10,223.29 13,953.08 18,901.56 736.27 - 52,809.58 0.50 % Decrease (181.26) (105.54)
debt securities)
(ii) Price Risk
Debt securities 22.00 2,124.91 146.05 1,176.72 627.89 4,874.21 - - 8,971.78
The Company's exposure to price risk is not material and it is primarily on account of investment of temporary treasury surplus
Subordinated liabilities 12.82 12.79 30.18 56.52 610.93 790.67 137.66 576.27 2,227.84
in the highly liquid debt funds for very short durations. The Company has a board approved policy of investing its surplus funds
Derivative financial 27.11 0.25 0.24 0.72 1.39 47.41 - - 77.12 in highly rated debt mutual funds and other instruments having insignificant price risk, not being equity funds/ risk bearing
instrument
instruments. As of March 31, 2023 and March 31, 2022, the company does not have any exposure to mutual funds.
Other financial liabilities 1,058.09 148.24 16.48 29.68 - - - - 1,252.49
Trade payables 124.06 52.53 - - - - - - 176.59 (iii) Foreign currency risk

Total undiscounted 4,535.86 4,890.14 3,345.13 11,486.93 15,193.29 24,613.85 873.93 576.27 65,515.40 The Company is exposed to foreign exchange risk arising from foreign currency transactions. Foreign exchange risk arises from
financial liabilities recognized assets and liabilities denominated in a currency that is not the functional currency of the Company.To mitigate the Company’s
exposure to foreign currency risk, non-rupee cash flows are monitored and derivative contracts are entered into in accordance
with the Company’s risk management policies. Currency risk is the risk that the value of a financial instrument will fluctuate due to
changes in foreign exchange rates. Foreign currency risk arises majorly on account of foreign currency borrowings. The Company
manages its foreign currency risk by entering into cross currency swaps and forward contract. When a derivative is entered in to for the
purpose of being as hedge, the Company negotiates the terms of those derivatives to match with the terms of the hedge exposure.
For hedges of forecasted transactions, the derivatives cover the period of exposure from the point the cash flows of the transactions
are forecasted up to the point of settlement of the resulting receivable or payable that is denominated in the foreign currency.
The Company hedges its exposure to fluctuations on the translation into INR of its foreign currency transactions by using foreign
currency swaps and forwards. At March 31, 2023, the Company hedged 100% (March 31, 2022: 100%), for entire term of borrowing,
of its expected interest and principle repayments on External commercial borrowings. This foreign currency risk is hedged by
using foreign currency forward contracts.(refer note 2.3.2)

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Notes to the Financial Statements Notes to the Financial Statements

For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated) For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated)

Details of borrowings denominated in foreign currency and derivatives (i.e., currency and interest rate swaps) held for risk management 50. Contingent Liabilities, commitments and contingent assets
purposes as economic hedges:
A Contingent liabilities
Foreign currency in millions
There are no Contingent liabilities as at March 31, 2023 and March 31, 2022.
Particulars As at March 31, As at March 31,
B Commitments
2023 2022
Euro Euro As at March 31, As at March 31,
Borrowings 2023 2022

External commercial borrowings 10.00 10.00 Capital commitments [Estimated amount of contracts remaining to be executed
on capital account not provided for (net of advances) :
Less: Currency and Interest rate swaps 10.00 10.00
Tangible 1.31 -
Unhedged External commercial borrowings - -
Intangible - -
49. Capital Management Risk Total 1.31 -
The Company's objective for capital management is to maximize shareholder's value, safeguard business continuity, meet the regulatory C Contingent assets
requirement and support the growth of the Company. The Company determines the capital requirement based on annual operating
plans and long-term and other strategic investment plans. The funding requirements are met through borrowings, retained earnings There are no contingent assets as at March 31, 2023 and March 31, 2022.
and operating cash flow generated. D The Company has reviewed all litigations having an impact on the financial position, where applicable, has adequately provided
As an NBFC-MFI, the RBI requires us to maintain a minimum capital to risk weighted assets ratio ("CRAR") consisting of Tier I and Tier II for where provision are required . As on March 31, 2023, the Company does not have any material litigation pending with Income
capital of 15% of our aggregate risk weighted assets. Further, the total of our Tier II capital cannot exceed 100% of our Tier I capital at tax authorities, Goods and service authorities and other statutory authorities in the ordinary course of business requiring any
any point of time. (refer note 53) The Capital management process of the Company ensures to maintain to healthy CRAR at all the time. provision to be provided in books of accounts.

The Company has a board approved policy on resource planning which states that the resource planning of the Company shall be E The Company did not have any long term contract including derivative contract for which there were any material foreseeable losses.
based on the Asset Liability Management (ALM) requirement. The policy of the Company on resource planning will also cover the
51. Revenue from contracts with customers
objectives of the regulatory requirement. The policy prescribes the sources of funds, threshold for mix from various sources, tenure
manner of raising the funds etc. Particulars For the year ended For the year ended
March 31, 2023 March 31, 2022
For the purpose of the Company's capital management, capital includes equity share capital and other equity. Debt includes terms (a) Type of services
loans from banks, NBFC and debentures net of cash and cash equivalents and bank balances other than cash and cash equivalents. The Facilitation fees (refer note 27) 195.81 13.86
Company monitors capital on the basis of the following gearing ratio.
Income from market support services (refer note 30) 376.35 426.87
Gearing Ratio: Total 572.16 440.73
(b) Geographical markets
Particulars As at March 31, As at March 31, India 572.16 440.73
2023 2022
Outside India - -
Net Debt* 57,418.49 46,478.96 Total 572.16 440.73
Total equity 23,219.19 13,379.51 (c) Timing of revenue recognition
Net debt to equity ratio 2.47 3.47 Service transferred at a point in time 572.16 440.73
* Net Debt includes debt securities + borrowings other than debt securities + Subordinated liabilities + interest accrued - cash and cash equivalents - Services transferred over time - -
bank balances other than cash and cash equivalents.
Total 572.16 440.73

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Notes to the Financial Statements Notes to the Financial Statements

For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated) For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated)

Particulars As at As at The following are the amounts recognized in statement of profit or loss:
March 31, 2023 March 31, 2022 Particulars For the year ended For the year ended
(d) Trade receivables March 31, 2023 March 31, 2022
Facilitation fees 36.04 6.42 Depreciation expense of Right of use asset ( refer note 11) 9.02
11.60
Market support services 107.78 34.92
Interest expense on lease liability (refer note 31) 10.18 8.88
Total 143.81 41.34
Total amount recognized in profit or loss 21.78 17.90
52. Leases Total cash outflow for leases for the year March 31, 2023 and March 31, 2022 were C 205.41 millions, C 159.02 millions respectively.
Company as a lessee
The effective interest rate for lease liabilities is 10.72%, 10.35% & 10.53% with maturity between September 2020 - November 2029 ,
The Company has its office at Gurugram (corporate office) and Naraina (registered office) under lease arrangement. The between May 2022 - May 2028 and between November 2022 - November 2029 respectively.
corporate office lease has been obtained on a non-cancellable lease term of 3 years which is extendable up to 9 years with an
escalation clause at a 3 years interval. Further, the extended part of the corporate office has been obtained on a non-cancellable 53. Additional information required by Reserve Bank of India Master Direction DNBR. PD. 008/03.10.119/2016-17
lease term of 3 years which is extendable up to 7 years with an escalation clause at a 3 years interval which is co-terminus a. Capital to risk assets ratio ('CRAR')
with original corporate office lease. The registered office lease has obtained on a non-cancellable lease term of 3 years which
is extendable up to 6 years with an escalation clauses at a 3 years interval.The company's obligations under its leases are Particulars As at As at
secured by the lessor’s title to the leased assets. The company is restricted from assigning and subleasing the leased assets. March 31, 2023 March 31, 2022
The Company has branch offices on lease for which 'short term lease' recognition exemption is applied. Accordingly, lease rentals of CRAR (%) 27.94% 21.94%
C 188.28 millions for year ended March 31, 2023 (C 139.65 millions for the year ended March 31, 2022 ) on such short term leases has CRAR- Tier I (%) 26.59% 19.93%
been directly charged to Statement of profit and loss.
CRAR- Tier II (%) 1.35% 2.01%
Set out below are the carrying amounts of Right of use asset recognized and the movements during the year (Refer note 11): Amount of subordinated debt raised as Tier-II capital 1,129.91 1,625.67

Particulars Right of use asset Amount raised by issue of Perpetual Debt Instruments - -

As at April 1, 2022 69.17 b. Exposures

Addition 19.01 i) The Company has no direct and indirect exposure to real estate sector.
Depreciation 11.60
ii) The Company has no exposure to capital market.
As at March 31, 2023 76.58
As at April 1, 2021 78.19 c. Assets liability management:
Addition - Maturity pattern of certain items of assets and liabilities as on March 31, 2023
Depreciation 9.02
Particulars 1-7 days 8-14 15-30 1 to 2 2 to 3 3 to 6 6 months 1 to 3 3 to 5 Over 5 Total
As at March 31, 2022 69.17 days days months months months to 1 year years years years
Set out below are the carrying amounts of lease liabilities and the movements during the year: (Refer note 19) Borrowings 419.45 721.13 1,864.77 3,543.11 3,957.30 10,691.76 19,342.03 23,575.09 3,669.35 - 67,783.99
As at April 1, 2022 81.82 (Note 1)
Addition 19.01 Loans & 1,088.11 1,115.88 2,348.56 4,612.27 4,436.09 13,152.40 24,258.51 29,781.04 406.27 161.99 81,361.12
Advances
Accretion of interest 10.19 (Note 2)
Payments (17.13)
Maturity pattern of certain items of assets and liabilities as on March 31, 2022
As at March 31, 2023 93.89
As at April 1, 2021 84.63 Particulars 1-7 days 8-14 15-30 1 to 2 2 to 3 3 to 6 6 months 1 to 3 3 to 5 Over 5 Total
Addition - days days months months months to 1 year years years years

Accretion of interest 8.88 Borrowings 159.23 994.02 1,639.17 3,685.30 3,435.82 10,379.30 13,309.61 21,004.20 2,624.04 527.40 57,758.09
(Note 1)
Payments (11.69)
Loans & 895.56 896.66 1,921.19 3,211.44 3,222.85 9,613.07 17,282.14 23,034.38 87.30 66.86 60,231.45
As at March 31, 2022 81.82 Advances
(Note 2)

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For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated) For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated)

Note 1 - Borrowings exclude accrued interest f. Disclosure of Complaints

Note 2 - Net of provision towards non-performing loans and advances
Particulars No. of Complaints
d. Information on instances of fraud :
March 31, 2023 March 31, 2022
Instances of fraud reported during the year ended March 31, 2023
No. of complaints pending at the beginning of the year 21 14
Nature of fraud No. of cases Amount of fraud Recovery* Amount provided No. of complaints received during the year 1886 1214
Cash Embezzlement 604 20.96 7.40 13.56 No. of complaints redressed during the year 1846 1207
*includes recoveries in respect of frauds reported in earlier years No. of complaints pending at the end of the year 61 21

Instances of fraud reported during the year ended March 31, 2022 g. Concentration of Advances, Exposures and NPAs
Nature of fraud No. of cases Amount of fraud Recovery* Amount provided Particulars As at As at
Cash Embezzlement 435 12.67 5.96 6.71 March 31, 2023 March 31, 2022

*includes recoveries in respect of frauds reported in earlier years Concentration of Advances

Total advances to twenty largest borrowers* 24.32 19.97
e. Ratings assigned by credit rating agencies and migration of ratings during the year:
(%) of advances to twenty largest borrowers to total advances 0.03% 0.03%
Particulars Amount Credit Rating Date of Valid up to Current Rating Previous Rating Concentration of Exposures
Agency Rating
Total exposure to twenty largest borrowers* 24.32 19.97
Bank Loan Rating 15,000.00 Credit Analysis & 28-Dec-22 See Note 1 CARE A ; Stable CARE A-;
(%) of exposures to twenty largest borrowers to total exposure 0.03% 0.03%
Research Ltd. Stable
Concentration of NPAs
Bank Loan Rating 49,700.00 CRISIL Limited 31-Mar-23 See Note 1 CRISIL A ; (Stable) CRISIL A- ; (Stable)
Total exposure to top four NPA accounts 2.15 1.85
Non - Convertible 6,245.00 ICRA Limited 27-Jan-23 See Note 1 [ICRA] A ; (Stable) [ICRA]A-(Stable)
Debenture * Does not include interest accrued

Non - Convertible 600.00 Credit Analysis & 5-May-21 31-Mar-25 CARE A (CE) ; CARE A (CE); Stable h. Sector wise NPAs*
Debenture Research Ltd. Stable
Particulars % of NPA to total advances
Non - Convertible 400.00 ICRA Limited 27-Jan-23 See Note 1 ICRA PP-MLD A; - in that sector
Debenture (MLD) Stable
As at As at
Subordinate Debt 300.00 Credit Analysis & 28-Dec-22 See Note 1 CARE A ; (Stable) CARE A- (Stable) March 31, 2023 March 31, 2022
(NCD) Research Ltd.
Agriculture & allied activities # 2.48% 3.82%
Subordinate Debt 550.00 ICRA Limited 27-Jan-23 See Note 1 [ICRA] A ; (Stable) [ICRA]A-(Stable)
(NCD) MSME 4.57% 8.03%

Subordinate Debt 300.00 CRISIL Limited 31-Mar-23 See Note 1 CRISIL A ; (Stable) CRISIL A -:(Stable) Corporate borrowers NA NA
(Term Loan) Services 7.07% 10.64%
Organization N.A CARE Advisory 7-Mar-22 1-May-24 MFI 1 (One) MFI 1 (One) Unsecured personal loans NA NA
Grading Research and Auto loans NA NA
Training Ltd.
* interest accrued on loans have not been considered for above calculation
Note 1: Rating is subject to annual surveillance till final repayment/redemption of rated facilities.
# including manufacturing & production, trade & retail, CS and others.
*Bank of Baroda NCD of C 500.00 million has dual rating (1) ICRA A - Stable (2) CRISIL A - Stable

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Notes to the Financial Statements Notes to the Financial Statements

For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated) For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated)

i. Movement of NPA's j(a). Public disclosure on liquidity risk management

Particulars March 31, 2023 March 31, 2022 (i). Funding concentration based on significant counterparty *(both deposits and borrowings)

i) Net NPA to net advances percentage 0.88% 1.74% Number of significant counterparties Amount % of Total Deposits % of Total Liabilities
ii) Movement of NPAs (Gross) March 31, 2023 26 56,992.04 - 80.94%
a) Opening balance 3,584.25 2,558.90 March 31, 2022 26 46,487.13 - 78.10%
b) Additions during the year 1,776.75 3,959.74 (ii). Top 20 large deposits - Not applicable
c) Reduction during the year (write off ) (2,472.01) (2,934.39)
The Company being a Systemically Important Non-Deposit taking Non-Banking Financial Company registered with Reserve Bank of
d) Closing balance 2,888.99 3,584.25 India does not accept public deposits.
iii) Movement of net NPAs
(iii). Top 10 borrowings (amount in millions and % of total borrowings)
a) Opening balance 1,030.28 1,023.68
b) Additions during the year (322.35) 6.60 March 31, 2023 March 31, 2022
c) Reduction during the year - - Amount % of Total Borrowings Amount % of Total Borrowings
d) Closing balance 707.93 1,030.28 37,585.28 55.45% 31,495.69 54.53%
iv) Movement of provisions for NPAs (excluding provisions on standard assets)
(iv). Funding concentration based on significant instrument/product*
a) Opening balance 2,553.99 1535.23
b) Provision made during the year 2,099.10 3953.15 Name of the instrument/product March 31, 2023 March 31, 2022
c) Write off/ write back of excess provisions (2,472.01) (2,934.39) Amount % of Total Amount % of Total
Borrowings Borrowings
d) Closing balance 2,181.08 2,553.99
Term loans from Banks 50,462.06 71.66% 42,525.11 71.44%
j. Investments Subordinate Debts 1,129.91 1.60% 1,625.67 2.73%
Particulars March 31, 2023 March 31, 2022 Non Convertible Debentures 6,288.00 8.93% 7,837.76 13.17%
Term Loans from Others Parties (NBFC and FIs) 9,904.02 14.06% 5,769.55 9.69%
1. Value of Investments
(i) Gross value of investments (v). Stock Ratios
(a) In India - -
Particulars March 31, 2023 March 31, 2022
(b) Outside India - -
As a % of As a % As a % of As a % of As a % As a % of
(ii) Provision for depreciation - - total public of total total assets total public of total total assets
(a) In India - - funds* liabilities* funds* liabilities*
(b) Outside India - - Commercial papers - - - - - -
(iii) Net value of investments - - Non Convertible Debenture (Original - - - - - -
Maturity of less than one year)
(a) In India - -
Other short-term liabilities 63.49% 61.11% 45.96% 60.96% 59.15% 48.29%
(b) Outside India - -
2. Movement of provisions held towards depreciation on investments (vi). Institutional set-up for liquidity risk management
Opening balance - -
The Board of Directors has the overall responsibility for establishing the risk management framework for the Company. The Board in
Add: Provisions made during the year - - turn has established an ALM Committee (ALCO) for evaluating, monitoring and reviewing liquidity and interest rate risks arising in the
Less: Write-off/write-back of excess provisions during the year - - Company on both sides of the Balance sheet. The Board based on recommendations from the ALCO has prescribed policies and the risk
Closing balance - - limits for the management of liquidity risk.

ALCO Committee is responsible for managing the risks arising out of Asset Liability mismatches consistent with the regulatory
requirements and internal risk tolerances established by the Board. Amongst other responsibilities, ALCO has been empowered to

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Notes to the Financial Statements Notes to the Financial Statements

For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated) For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated)

decide the funding mix for the company in light of the future business strategy and prevailing market conditions. ALCO committee is Particulars As at As at
conducted at least once in a quarter and the ALCO minutes are reviewed by the Board from time to time. March 31, 2023 March 31, 2022
*Notes 1. Number of Special Purpose Vehicles (SPVs) sponsored by the Company for - -
1. A "significant counterparty" is defined as a single counterparty or group of connected or affiliated counterparties accounting in aggregate for more securitisation transactions
than 1% of the NBFC-NDSI's, NBFC-Ds total liabilities and 10% for other non-deposit taking NBFC.
2. Total amount of securitised assets as per books of the SPVs sponsored by the - -
2. A "significant instrument/product" is defined as a single instrument/ product of group of similar instruments/products which in aggregate amount
to more than 1% of the NBFC-NDSI's, NBFC-Ds total liabilities and 10% for other non-deposit taking NBFC's. Company#
3. Total Liabilities has been computed as sum of all liabilities (Balance sheet figure) less equities and reserve/surplus. 3. Total amount of exposures retained by the Company to comply with Minimum
4. "Public Funds" shall include funds raised either directly or indirectly through public deposits, commercial paper, debentures, inter-corporate Retention Rate (MRR) as on the date of balance sheet
deposits and bank finance but exclude funds raised by issue of instruments compulsory convertible into equity shares with in a period not
exceeding 10 years from the date of issue as defined in Regulatory Framework For Core Investment Companies issued vie Notification No. DNBS (PD) a) Off-balance sheet exposures
CC.No206/03.10.001/2010-11 dated January 5th, 2011.
* First loss - -
5. The amount stated in this disclosure is based on the audited financial statements for the year ended March 31, 2023.
* Others - -
k. Details of assignment transactions: b) On-balance sheet exposures
Particulars No. of Complaints * First loss (Cash collateral) - -

March 31, 2023 March 31, 2022 * First loss (Micro finance loans) - -
* Others - -
Total no. of loans assigned 5,22,157 3,05,690.00
4. Amount of exposures to securitization transactions other than MRR
Aggregate book value of loan assigned 12,264.36 6,934.54
a) Off-balance sheet exposures
Sale consideration received for loan assigned 12,264.36 6,934.54
i) Exposure to own securitizations
Aggregate gain / (loss) over net book value - -
* First loss - -
l. Disclosure related to securitization * loss - -

Particulars March 31, 2023 March 31, 2022 ii) Exposure to third party securitizations

Total no. of loans securitized - - * First loss - -

Aggregate book value of loan securitized - - * Others - -

Aggregate book value of loan securitized (including MRR) - - b) On-balance sheet exposures

Sale consideration received for loan securitized - - * First loss - -

Credit enhancements provided and outstanding (Gross): * Others - -

Principal subordination - - ii) Exposure to third party securitizations

Cash collateral - - * First loss - -

Outstanding value of loan securitized during the year - - * Others - -

m. Provisions and contingencies (shown under expenditure in statement of profit and loss)

Particulars March 31, 2023 March 31, 2022

Provision for non-performing loan portfolio 2,099.10 3,953.15
Provision for standard portfolio (103.97) (268.28)
Provision for Income Tax (net) 1,248.39 26.71
Provision for cash loss 16.30 (11.43)
Provision for gratuity 27.01 23.11
Provision for leave benefits 27.54 21.38
Provision for LTA 0.36 0.36
Provision for Employee Contingency 21.50 6.00

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Notes to the Financial Statements Notes to the Financial Statements

For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated) For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated)

n. Prudential floor for impairment loss *The provision required as per IRACP norms has been calculated on the aggregate loan portfolio after derecognizing the securitised assets (net of
MRR) which meets the de-recognition criteria under the previous GAAP.
Assets classification under Asset Gross Loss Net carrying Provision Difference #
This also includes additional 10% provision on restructured loans as per the requirement of RBI circular RBI/2021-22/31 DOR.STR.
RBI norms March 31 2023 classification carrying allowance amount required as between REC.11/21.04.048/2021-22 dated May 05, 2021
under Ind AS amount as as required per IRACP Ind AS 109
per Ind AS under Ind norms* provision and o. Details of penalties imposed by RBI and other regulators
AS IRACP No penalty has been imposed by RBI and other regulators on the Company during the year ended March 31, 2023 and
(I) (II) (III) (IV) (V) = (III) - (IV) (VI)# (VII) = (IV - VI) March 31, 2022.
Performing assets
Standard assets Stage I 80,050.72 704.42 79,346.30 784.98 (80.56) p. Details of unsecured advances
Stage II 602.49 241.12 361.37 5.86 235.26 The Company has not given any unsecured advances against intangible securities such as charge over the rights, licenses,
Subtotal (A) 80,653.21 945.54 79,707.67 790.84 154.70 authority, etc. during the year ended March 31, 2023 and March 31, 2022.
Non-performing assets
q. Details of non-performing financial assets purchased / sold
Sub-standard Stage III 2,888.99 2,181.08 707.91 1,085.53 1,095.55
Doubtful Stage III - - - - - The Company has not purchased / sold any non-performing financial assets during the year ended March 31, 2023 and
Up to 1 year Stage III - - - - - March 31, 2022.
1 to 3 years Stage III - - - - -
r. Details of Single Borrower Limit (SGL) / Group Borrower Limit (GBL) exceeded by the NBFC:
More than 3 years Stage III - - - - -
Loss assets Stage III - - - - - The Company has not exceeded the prudential exposures limits during the year ended March 31, 2023 and March 31, 2022.
Subtotal (B) 2,888.99 2,181.08 707.91 1,085.53 1,095.55
s. Draw down from reserves
Total Stage I 80,050.72 704.42 79,346.30 784.98 (80.56)
There has been no draw down from reserves for the year ended March 31, 2023 and March 31, 2022.
Stage II 602.49 241.12 361.37 5.86 235.26
Stage III 2,888.99 2,181.08 707.91 1,085.53 1,095.55 t. Derivatives
Total 83,542.20 3,126.62 80,415.58 1,876.37 1,250.25
Currency and interest rate swap

Assets classification under Asset Gross Loss Net carrying Provision Difference Particulars March 31, 2023 March 31, 2022
RBI norms March 31 2022 classification carrying allowance amount required as between Notional Principal of swap agreements 890.42 890.42
under Ind AS amount as as required per IRACP Ind AS 109
per Ind AS under Ind norms* provision and Loss/(profit) which would be incurred if counterparties failed to fulfil their obligations (1.39) 77.11
AS IRACP under the agreement
(I) (II) (III) (IV) (V) = (III) - (IV) (VI)# (VII) = (IV - VI) Collateral required by the applicable NBFC upon entering into swaps - -
Performing assets Concentration of credit risk arising from swap - -
Standard assets Stage I 57,890.26 597.12 57,293.14 590.64 6.48 Fair value of the swap book (1.39) 77.11
Stage II 1,310.91 452.39 858.52 27.50 424.89
Subtotal (A) 59,201.17 1,049.51 58,151.66 618.14 431.37 u. The Company has no loans outstanding as at March 31, 2023 and March 31, 2022 that are secured against gold.
Non-performing assets - v. Details of registration with financial and other regulators
Sub-standard Stage III 3,584.27 2,553.99 1,030.28 585.47 1,968.52
Doubtful Stage III - - - - - Regulator Registration number Date of registration
Up to 1 year Stage III - - - - - Ministry of Corporate Affairs L65100DL1994PLC061287 September 5, 1994
1 to 3 years Stage III - - - - - Reserve Bank of India B-14.02857 May 19, 2010
More than 3 years Stage III - - - - -
Loss assets Stage III - - - - -
Subtotal (B) 3,584.27 2,553.99 1,030.28 585.47 1,968.52
Total Stage I 57,890.26 597.12 57,293.14 590.64 6.48
Stage II 1,310.91 452.39 858.52 27.50 424.89
Stage III 3,584.27 2,553.99 1,030.28 585.47 1,968.52
Total 62,785.44 3,603.50 59,181.94 1,203.61 2,399.89

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Notes to the Financial Statements Notes to the Financial Statements

For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated) For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated)

w. Disclosure of Liquidity risk management as per RBI/2019-20/88 DOR.NBFC (PD) CC. No.102/03.10.001/2019-20 Particulars For the quarter ended For the quarter ended
The requirements of the above circular with respect to the Liquidity Coverage Ratio ("LCR") have become applicable to the December 31, 2022 December 31, 2021
Company with effect from the year ended March 31, 2021. Total Total weighted Total Total weighted
unweighted value (average) unweighted value (average)
Particulars For the quarter ended For the quarter ended value (average) value (average)
March 31, 2023 March 31, 2022
High Quality Liquid Assets
Total Total weighted Total Total weighted
unweighted Value (average) unweighted value (average) 1 Total High Quality Liquid Assets (HQLA) - 5,527.89 - 4,459.02
value (average) value (average) Cash Outflows
High Quality Liquid Assets 2 Deposits (for deposit taking companies) - - - -
1 Total High Quality Liquid Assets (HQLA) - 4,668.92 - 4,974.25 3 Unsecured wholesale funding - - - -
Cash Outflows 4 Secured wholesale funding - - - -
2 Deposits (for deposit taking companies) - - - - 5 Additional requirements, of which - - - -
3 Unsecured wholesale funding - - - - (i) Outflows related to derivative exposures - - - -
4 Secured wholesale funding - - - - and other collateral requirements
5 Additional requirements, of which - - - - (ii) Outflows related to loss of funding on - - - -
debt products
(i) Outflows related to derivative exposures - - - -
and other collateral requirements (iii) Credit and liquidity facilities - - - -
(ii) Outflows related to loss of funding on debt - - - - 6 Other contractual funding obligations 5,135.64 5,905.99 3,681.20 4,233.38
products 7 Other contingent funding obligations - - - -
(iii) Credit and liquidity facilities - - - - 8 Total cash outflows 5,135.64 5,905.99 3,681.20 4,233.38
6 Other contractual funding obligations 5,347.08 6,149.15 4,329.83 4,979.30 Cash Inflows
7 Other contingent funding obligations - - 9 Secured lending - - - -
8 Total cash outflows 5,347.08 6,149.15 4,329.83 4,979.30 10 Inflows from fully performing exposures - - - -
Cash Inflows 11 Other cash inflows 9,811.18 7,358.39 4,956.34 3,717.25
9 Secured lending - - - - 12 Total cash inflows 9,811.18 7,358.39 4,956.34 3,717.25
10 Inflows from fully performing exposures - - - - Total Adjusted Value Total Adjusted Value
11 Other cash inflows 8,069.78 6,052.33 5,139.42 3,854.56 13 Total HQLA 5,527.89 4,459.02
12 Total cash inflows 8,069.78 6,052.33 5,139.42 3,854.56 14 Total net cash outflows 1,476.50 1,058.35
Total Adjusted Value Total Adjusted Value 15 Liquidity Coverage ratio (%) 374.39% 421.32%
13 Total HQLA 4,668.92 4,974.25 Following assets formed part of HQLA
14 Total net cash outflows 1,537.29 1,244.83 Assets
15 Liquidity Coverage ratio (%) 303.71% 399.59% Cash on hand 113.68 119.97
Following assets formed part of HQLA Balances with banks – Current Accounts 5,414.22 4,339.05
Assets Total 5,527.89 4,459.02
Cash on hand 126.50 129.41
Balances with banks – Current Accounts 4,542.42 4,844.85
Total 4,668.92 4,974.26

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Notes to the Financial Statements Notes to the Financial Statements

For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated) For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated)

Particulars For the quarter ended For the quarter ended Particulars For the quarter ended For the quarter ended
September 31, 2022 September 31, 2021 June 31, 2022 June 31, 2021
Total Total weighted Total Total weighted Total Total weighted Total Total weighted
unweighted value (average) unweighted value (average) unweighted value (average) unweighted value (average)
value (average) value (average) value (average) value (average)
High Quality Liquid Assets High Quality Liquid Assets
1 Total High Quality Liquid Assets (HQLA) - 3,955.83 - 3,632.50 1 Total High Quality Liquid Assets (HQLA) - 3,240.86 - 3,979.39
Cash Outflows Cash Outflows
2 Deposits (for deposit taking companies) - - - - 2 Deposits (for deposit taking companies) - - - -
3 Unsecured wholesale funding - - - - 3 Unsecured wholesale funding - - - -
4 Secured wholesale funding - - - - 4 Secured wholesale funding - - - -
5 Additional requirements, of which - - - - 5 Additional requirements, of which - - - -
(i) Outflows related to derivative exposures - - - - (i) Outflows related to derivative exposures - - - -
and other collateral requirements and other collateral requirements
(ii) Outflows related to loss of funding on - - - - (ii) Outflows related to loss of funding on - - - -
debt products debt products
(iii) Credit and liquidity facilities - - - - (iii) Credit and liquidity facilities - - - -
6 Other contractual funding obligations 4,167.99 4,793.19 2,905.07 3,340.83 6 Other contractual funding obligations 4,198.76 4,828.57 2,973.63 3,419.67
7 Other contingent funding obligations - - - - 7 Other contingent funding obligations - - - -
8 Total cash outflows 4,167.99 4,793.19 2,905.07 3,340.83 8 Total cash outflows 4,198.76 4,828.57 2,973.63 3,419.67
Cash Inflows Cash Inflows
9 Secured lending - - - - 9 Secured lending - - - -
10 Inflows from fully performing exposures - - - - 10 Inflows from fully performing exposures - - - -
11 Other cash inflows 6,014.26 4,510.69 3,559.74 2,669.80 11 Other cash inflows 5,824.09 4,368.07 6,968.98 5,226.74
12 Total cash inflows 6,014.26 4,510.69 3,559.74 2,669.80 12 Total cash inflows 5,824.09 4,368.07 6,968.98 5,226.74
Total Adjusted Value Total Adjusted Value Total Adjusted Value Total Adjusted Value
13 Total HQLA 3,955.83 3,632.50 13 Total HQLA 3,240.86 3,979.39
14 Total net cash outflows 1,198.30 835.21 14 Total net cash outflows 1,207.14 854.92
15 Liquidity Coverage ratio (%) 330.12% 434.92% 15 Liquidity Coverage ratio (%) 268.47% 465.47%
Following assets formed part of HQLA Following assets formed part of HQLA
Assets Assets
Cash on hand 139.58 126.41 Cash on hand 141.95 110.95
Balances with banks – Current Accounts 3,816.25 3,506.09 Balances with banks – Current Accounts 3,098.91 3,868.44
Total 3,955.83 3,632.50 Total 3,240.86 3,979.39

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Notes to the Financial Statements Notes to the Financial Statements

For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated) For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated)

x. Schedule to the Balance Sheet of a Non-Banking Financial Company as required under Master Direction - Non-Banking S.No Particulars As at As at
Financial Company- Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) March 31, 2023 March 31, 2022
Directions, 2016, as amended:
Amount Amount
S.No Particulars As at March 31, 2023 As at March 31, 2022 outstanding outstanding

Amount Amount Amount Amount 2 Unquoted

outstanding overdue outstanding overdue (i) Shares
Liabilities side (A) Equity - -
1. Loans and advances availed by the (B) Preference - -
company inclusive of interest accrued
(ii) Debentures and Bonds - -
thereon but not paid:
(iii) Units of Mutual Funds - -
a Debentures : Secured 5,201.16 - 5,870.52 -
(iv) Government Securities - -
Debentures : Unsecured 2,051.17 - 3,418.27 -
(v) Others (Please specify) - Commercial Paper - -
(other than falling within the meaning
of public deposits*) 3 Long Term Investments - -
b Deferred Credits 1 Quoted
c Term Loans* 60,816.43 - 48,726.16 - (i) Shares - -
d Inter corporate loans and borrowings (A) Equity - -
e Commercial Paper (B) Preference - -
f Public Deposit (ii) Debentures and Bonds - -
g Other loans (lease liability) 93.89 81.82 (iii) Units of Mutual Funds - -
(iv) Government Securities - -

S.No Particulars As at As at (v) Others (Please specify)

March 31, 2023 March 31, 2022
Amount Amount 2 Unquoted - -
outstanding outstanding (i) Shares - -
Asset Side (A) Equity - -
2. Break-up of Loans and Advances including bills receivables : (B) Preference - -
a Secured** 1,155.23 271.61 (ii) Debentures and Bonds - -
b Unsecured 82,386.97 62,513.83 (iii) Units of Mutual Funds - -
Current Investments (iv) Government Securities - -
1 Quoted (v) Others (Please specify) - Pass through certificate, Units of debt fund and - -
security receipts#
(i) Shares - -
(A) Equity - -
(B) Preference - -
(ii) Debentures and Bonds - -
(iii) Units of Mutual Funds - -
(iv) Government Securities - -
(v) Others (Please specify) - -

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For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated) For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated)

4. Borrower group-wise classification of assets financed as in (2):& (3) 54. (i) Details of resolution plan implemented under the Resolution Framework for COVID-19-related stress as per RBI circular dated
August 6, 2020 (Resolution Framework 1.0) are not applicable as the Company has not restructured any loan accounts under
S.No Category As at March 31, 2023 As at March 31, 2022
resolution framework 1.0.
Amount net of provision Amount net of provision
Secured Unsecured Total Secured Unsecured Total (ii) Details of resolution plan implemented under the RBI Resolution Framework - 2.0: Resolution are given below: -

a. Subsidiaries - - -
S.No Description JLG Loans MSME Loans
b. Companies in the same group - - -
A Exposure to accounts classified as standard consequent to implementation of 375.69 4.56
c. other related parties - - - resolution plan- Position as at the end of previous half year i.e., September 30, 2022
Other then related parties 1,143.89 79,271.69 80,415.58 271.61 58,910.33 59,181.94 B of (A), aggregate debt that slipped into NPA during the half year ended March 31, 2023 26.12 2.97
Total 1,143.89 79,271.69 80,415.58 271.61 58,910.33 59,181.94 C of (A), amount written-off during the half year ended March 31, 2023 165.73 0.40
D of (A), amount paid by the borrowers during the half year ended March 31, 2023. * 61.02 0.22
5. Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and E Exposure to accounts classified as Standard consequent to implementation of 148.94 3.94
unquoted) resolution plan- Position as at the end of this half year i.e., March 31, 2023

S.No Category As at March 31, 2023 As at March 31, 2022 * Amount paid by the borrower during the year is net of additions in the exposure on account of interest accrual.
Market Value Book value (net of Market Value Book value (net of 55. As per Regulation 54 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 ('Listing Regulations'),
provisions) provisions)
as on March 31, 2023, all Secured Non-convertible debenture of the Company are secured by exclusive first charge by way
Total Total
of hypothecation against the principal amount outstanding and accrued coupon on debenture. Further, the Company has
a. Subsidiaries - - - - maintained security cover being minimum of 100% of principal outstanding and accrued coupon thereon or as stated in the
b. Companies in the same group - - - - Information Memorandum of non-convertible debentures at all times.
c. other related parties - - - - 56. Details of loans transferred/acquired during the year ended March 31, 2023 and year ended March 31, 2022, under RBI Master
Other then related parties - - - - Direction on Transfer of Loan Exposures dated September 24, 2021, are given below:
Total - - - -
(i) Details of loans not in default transferred through assignment:
6. Other information Particulars For the year ended For the year ended
March 31, 2023 March 31, 2022
S.No Particulars As at March 31, As at March 31,
2023 2022 Aggregate amount of loans (including retention) 13,765.85 7,852.18
Sale Consideration of loans (excluding retention) 12,264.36 6,934.54
Amount Amount
Weighted average in maturity ( in months) 16.23 16.80
Gross Non Performing Assets
Weighted average holding period (in months) 8.41 7.57
a. Related parties - - Retention of beneficial economic interest by the originator 10.71% 11.62%
b. Other than related parties (refer note 6) 2,888.99 3,584.27 Tangible security cover 112.04% 112.42%
Rated wise distribution of rated loans Not applicable Not applicable
Net Non Performing Assets
a. Related parties - - (ii) The Company has not transferred any non-performing assets (NPAs).
(iii) The Company has not acquired any loans through assignment.
b. Other than related parties (Note 3-9) 707.91 1,030.28
(iv) The Company has not acquired any stressed loan.

57. 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 lend or invest in party identified by or on
behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party(s) (Funding Party) with
the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by
or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries.

236 1 CORPORATE 62 MANAGEMENT 136 FINANCIAL

237
FUSION MICRO FINANCE LIMITED AGAINST
ANNUAL REPORT 2022-23 ALL ODDS OVERVIEW REPORTS REPORTS
 Notes
Financial Reports

Notes to the Financial Statements

For the year ended March 31, 2023 (All amounts are in C millions unless otherwise stated)

58. Analytical Ratios

Numerator Denominator As at As at % variance Reason for Variance
March 31, March 31,
2023 2022
a) Capital to risk-weighted Total Capital Risk weighted 27.94% 21.94% 27.30% Share Capital has been
assets ratio (CRAR) assets raised during the year
(b) Tier I CRAR Tier -I capital Risk weighted 26.59% 19.93% 33.39% Share Capital has been
assets raised during the year
(c) Tier II CRAR Tier -II capital Risk weighted 1.35% 2.01% -33.00% Share Capital has been
assets raised during the year
(d) Liquidity Coverage High Quality Total net cash 303.71% 399.59% -23.99% -
Ratio Liquid Assets outflows
Notes to above :
Total risk-weighted assets represents the weighted average of funded and non-funded items after applying the risk weights as assigned by the RBI.
Tier I capital means owned funds as reduced by investment in shares of other NBFCs and in shares, debentures, bonds, outstanding loans and advances,
including hire purchase and lease finance made to and deposits with subsidiaries and companies in the same group exceeding, in aggregate, 10% of
the owned fund.
Tier II capital includes preference share capital, revaluation reserves, general provisions and loss reserves, hybrid debt capital instruments and subordinate
debts to the extent the aggregate does not exceed Tier I capital.
High Quality Liquid Assets (HQLA)” means liquid assets that can be readily sold or immediately converted into cash at little or no loss of value or used as
collateral to obtain funds in a range of stress scenarios."
Total net cash outflows is defined as the total expected cash outflows minus total expected cash inflows for the subsequent 30 calendar days

59. With regard to the new amendments under “Division III of Schedule III” under “Part II – Statement of Profit and Loss - General
Instructions for preparation of Statement of Profit and Loss” :-
(i) The Company do not have any Benami property, where any proceeding has been initiated or pending against the company
for holding any Benami property.
(ii) The Company do not have any transactions with companies struck off.
(iii) The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(iv) The Company have not traded or invested in Crypto currency or virtual currency during the financial year.
(v) The Company have not any such transactions which is not recorded in the books of accounts that has been surrendered or
disclosed as income during the year in the tax assessments under the Income Tax Act, 1961."

60. The figures for the previous year have been regrouped/rearranged wherever necessary to conform to current period presentation.

for and on behalf of the Board of Directors of

Fusion Micro Finance Limited
CIN  : L65100DL1994PLC061287
Sd/- Sd/-
Devesh Sachdev Ratna Dharashree Vishwanathan
MD and CEO Director
DIN : 02547111 DIN : 07278291
Sd/- Sd/-
Deepak Madaan Gaurav Maheshwari
Company Secretary and Compliance Officer Chief Financial Officer
M. No. A24811 M. No. 403832
Place: Gurugram
Date : May 22, 2023

238
FUSION MICRO FINANCE LIMITED
ANNUAL REPORT 2022-23
Notes
Plot No. 86, Institutional sector 32
Gurgaon, Haryana - 1222001

www.fusionmicrofinance.com