Corrigendum to LOF (Final Offer Document filed with Stock Exchanges)

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RIGHTS ISSUE OPEN

ISSUE CLOSES ON FRIDAY, APRIL 25, 2025*

CORRIGENDUM TO THE LETTER OF OFFER: NOTICE TO SHAREHOLDERS (THE "CORRIGENDUM")

FOR PRIVATE CIRCULATION TO ELIGIBLE EQUITY SHAREHOLDERS OF FUSION FINANCE LIMITED

(FORMERLY, FUSION MICRO FINANCE LIMITED) (OUR "COMPANY" OR THE "ISSUER") ONLY

This is with reference to the Letter of Offer dated March 29, 2025, filed by the Company with the Securities and Exchange Board of India ("SEBI"), BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") in relation to the Issue. Investors to note the following:

1. Paragraphs 2 and 3 as stated under the sections titled "Summary of this Letter of Offer - Intention and extent of participation by our Promoters and Promoter Group with respect to (i) their rights entitlement; and (ii) their intention to subscribe over and above their rights entitlement", "General Information - Minimum Subscription" and "Capital Structure - Intention and extent of participation by our Promoters and Promoter Group" beginning on pages 19, 68 and 71, respectively, of the Letter of Offer, are be and hereby, substituted in its entirety with the following:

1. One of our Promoters, Creation Investments Fusion LLC has confirmed that it: (i) intends to partially subscribe to its Rights Entitlements in the Issue, to at least 67.05% of its Rights Entitlement, and (ii) reserves the right to renounce its balance Rights Entitlements to other Promoters, member(s) of the Promoter Group, public shareholders of the Company, and/or any third party investor;
2. One of our Promoters, Creation Investments Fusion II, LLC has confirmed that it: (i) intends to partially subscribe to its Rights Entitlements in the Issue, to at least 53.50% of its Rights Entitlement, and (ii) reserves the right to renounce its balance Rights Entitlements to other Promoters, member(s) of the Promoter Group, public shareholders of the Company and/or any third party investor; and

The disclosure in the Letter of Offer, the Abridged Letter of Offer and other applicable materials in relation to the Issue, stands modified to the extent of aforementioned, pursuant to this Corrigendum. The above changes are to be read in conjunction with the Letter of Offer, the Abridged Letter of Offer, and other applicable materials in relation to the Issue. Accordingly, such references in the Letter of Offer, the Abridged Letter of Offer, and other applicable materials in relation to the Issue, stand updated and amended pursuant to this Corrigendum. All capitalised terms used in this Corrigendum shall, unless the context otherwise requires, have the meaning ascribed to them in the Letter of Offer.

Investors should only rely on the information included in the Letter of Offer , the Abridged Letter of Offer, the Application Form and other applicable materials in relation to the Issue, as updated pursuant to this Corrigendum, while making an investment decision to invest in the Issue

The Corrigendum will be filed with SEBI and the Stock Exchanges and shall be made available on the website of SEBI at www.sebi.gov.in, on the websites of the Stock Exchanges i.e. NSE and BSE at www.nseindia.com and www.bseindia.com, respectively, the website of the Company at www.fusionfin.com and the website of Lead Manager, i.e., IIFL Capital Services Limited (Formerly known as IIFL Securities Limited) at www.iiflcap.com.

FUSION FINANCE LIMITED (FORMERLY, FUSION MICRO FINANCE LIMITED) is proposing, subject to requisite approvals, market conditions and other considerations, to issue Equity Shares on a rights basis and in this regard has filed a Letter of Offer dated March 29, 2025 ("Letter of Offer") with the Securities and Exchange Board of India, the BSE Limited and the National Stock Exchange of India Limited. The Letter of Offer is expected to be available on the website of SEBI at www.sebi.gov.in; the website of BSE at www.bseindia.com; the website of NSE at www.nseindia.com; the website of the Company at www.fusionfin.com and the website of the Lead Manager at www.iiflcap.com. Investors should note that investment in equity shares involves a degree of risk and for details relating to the same, please see the section titled "Risk Factors" beginning on page 22 of the Letter of Offer.

The Rights Entitlement and Rights Equity Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the United States and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws. Our Company is an "investment company" (as defined in the U.S. Investment Company Act of 1940, as amended, and the related rules (the "U.S. Investment Company Act") and has not been and will not be registered under the U.S. Investment Company Act. Accordingly, the Rights Equity Shares are being offered and sold only (a) to persons in the United States and to U.S. persons (as defined in Regulation S ("Regulation S") and such persons ("U.S. Persons") under the U.S. Securities Act) who are reasonably believed to be (i) "qualified institutional buyers" (as defined in Rule 144A under the U.S. Securities Act and referred to herein as "U.S. QIBs") and (ii) "qualified purchasers" (as defined in Section 2(a)(51) of the U.S. Investment Company Act and referred to herein as "U.S. Qualified Purchasers") pursuant to Section 4(a)(2) of the U.S. Securities Act and Section 3(c)(7) of the U.S. Investment Company Act and (b) to persons outside the United States who are non-U.S. Persons in reliance on Regulation S

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