ICRA Ltd Directors Report

To,

The Members,

ICRA Limited

Your Directors have the pleasure in presenting thRs. 34th Annual Report of your Company along with the Audited Financial Statements for the Financial Year (‘year?) ended March 31, 2025.

Financial Performance

Revenue from consolidated operations for the year was RS. 49,802 lakhs, compared to RS. 44,611 lakhs in the previous year, an increase of 11.6%. The overall Operational Expense for the year was H 34,146 lakhs, against H 32,122 lakhs in the previous year. Profit after tax was RS. 17,120 lakhs, against RS. 15,224 lakhs in the previous year.

	Consolidated	Standalone
Particulars	FY2025	FY2024	FY2025	FY2024
Revenue from operations	49,802	44,611	28,672	25,124
Other income	7,741	7,497	10,205	9,096
Total income	57,543	52,108	38,877	34,220
Total expenses	34,146	32,122	19,982	19,536
Profit before tax	23,397	19,986	18,895	14,684
Total tax expense	6,277	4,762	4,076	2,368
Profit after tax	17,120	15,224	14,819	12,316
Total other comprehensive income, net of tax	(64)	(149)	(15)	(49)
Total comprehensive income for the year	17,056	15,075	14,804	12,267

Review of Operations

Ratings & ancillary services

Market and Business Overview

India continues to be a bright spot in the global uncertainty, even though its pace of economic growth eased somewhat in FY2025. The primary engines of growth of the previous year, namely, the Government?s infrastructure spend, and urban consumption showed moderation even though they continued to drive growth. Election-related activity, weather-induced disruptions and a chastened retail NBFC segment saw ebbed consumer sentiments. Geopolitical tensions kept uncertainty high leading to recessionary expectations in various key global markets.

Bank credit outstanding grew at a markedly slower pace of 10.9% in FY2025 compared witRs. 16.3% in the previous year, largely reflecting the higher risk perception towards the NBFCs and a dip in demand from the micro & small industries segment. Deposit mobilisation challenges faced by banks also stymied credit growth. Similarly, the bond issuances grew at a slower pace than that in the previous year – a rise of 7.2% in FY2025 compared to 17.2% in the previous year despite higher-rated entities preferring bonds, reflecting a year of varying risk perception as well as uneven liquidity. Commercial Papers [CPs] outstanding expanded by 14% in FY2025 compared witRs. 9.9% in FY2024 as the NBFCs and security broking companies issued more CPs to avail cheaper funds as banks turned cautious towards this segment.

The credit rating industry grew on issuances from currently rated as well as new to market entities. Your Company continued its focus, as in recent years, on the growth segments of the economy, namely, infrastructure and financial sector, and has grown well in both these segments, enhancing its market position. Your Company continues to be a preferred rating agency, particularly in the market debt segment as it is well respected for its rating accuracy and timely actions.

Your Company added several new clients, including some large entities, and has also rated several novel transactions in FY2025, with a few noteworthy ones being: y Revolving PTC transactions with additional structural features built in for the revolver period y PTC transactions with trade receivables and lease rentals as the asset class y The largest commercial office REIT y The largest hybrid renewable project by a leading IPP in the country y A leading ?Battery as a Service (BaaS)? player catering to the EV segment y Intraday bank lines for a few AMCs Your Company, in FY2025, was able to grow in terms of revenue in all the key segments, namely corporate, infrastructure and financial. Going ahead, while the focus would continue to be on infrastructure and financial segments, there would be renewed focus deepening the presence in specific corporate segments.

Macroeconomy

The pace of GDP expansion moderated in FY2025, with growth in H1 dampened by transient factors such as the Parliamentary elections and weather-related issues (heatwave in Q1, excess rains in Q2 in parts of the country). Subsequently, GDP growth improved in H2

FY2025 even as tariff-related developments brought in some uncertainty into the outlook.

The outlook for domestic consumption and Government investment remains largely intact. Rural demand is likely to be upbeat, aided by babi cash flows and above-normal reservoir levels, even as early signals suggest an above-normal monsoon. Nevertheless, well-distributed and timely monsoon rains remain the key to support farm sentiments and incomes beyond H1 CY2025. The combination of the sizeable income-tax relief in the Union Budget for FY2026, rate cuts leading to lower equated monthly instalments (EMIs), and a moderation in food inflation is expected to boost household disposable incomes and urban consumption in FY2026.

The GoI?s capex is budgeted to rise by 10.1% in FY2026, which augurs well for investment activity, especially if spending is front-loaded. Besides, the outlook for residential investment appears healthier, auguring well for construction activity.

Given the heightened uncertainty around trade policies and the associated disruption in trade and sentiment, the outlook for merchandise exports and private capex, especially in export-oriented sectors, appears muted. In

ICRA?s view, the relative tariff scenario in relation to the

US is going to continue to evolve as the year progresses. At this juncture, ICRA estimates the GDP growth to print at 6.2% in FY2026.

India?s average CPI inflation is expected to ease below

4.0% in FY2026, the mid-point of the Monetary Policy Committee?s (MPC?s) medium-term target band of 2-6%. After thRs. 50 bps rate cuts seen in 2025 so far, and the change in stance to accommodative, ICRA expects an additional 50 bps of repo reduction over the June and August 2025 policy reviews. With systemic liquidity turning into a surplus, borrowing costs would in turn ease over the course of the year.

Corporate and Infrastructure Sector

The Indian corporate sector presented a mixed picture supported by consumption activity, while investment activity was subdued. While revenue growth of India Inc was supported by improved rural demand and an increase in realisations in a few sectors during the year, the improvement in earnings for the sector was curtailed by an increase in the cost of some inputs, as well as a weakening of the H vs. the USD.

ICRA expects urban and rural demand to improve in FY2026; commodity prices are likely to display a mixed trend, given the global uncertainties whereas the INR has appreciated considerably relative to the USD, since the start of this fiscal.

Private capital expenditure (capex) was muted in FY2025. Weak domestic consumption, especially urban, muted export demand, and influx of cheap Chinese imports in some sectors, among other factors, restricted the capacity expansion plans of Indian corporates. Deleveraged corporate balance sheets, together with improving cash flows from operations, point towards favourable conditions for an upturn in the private capex cycle. The policy rate cut by the RBI during H1 CY2026 and a high probability of a further rate cut over June to August 2025 would be an additional enabler. However, the recent trade tariffs levied by the US across countries and the associated uncertainties with respect to global trade flows, as well as evolving geopolitical concerns, could delay the anticipated pick-up.

Overall, ICRA expects the private capex cycle to remain muted in view of the uncertainties around geopolitical developments and relatively subdued outlook on merchandise exports from India. Nonetheless, certain sunrise sectors such as electronics, semi-conductors and niche segments within the automotive space like electric vehicles will continue to see a scale-up in investments, in line with the various production-linked incentives (PLI) announced by the Government of India. On the infrastructure sector front, the National Infrastructure Pipeline (NIP) was launched in 2019 with ~6,835 projects with an investment of ~RS. 111 trillion. Since its launch, several projects have been added, resulting in significant increase in overall planned investments to RS. 163 trillion. About 85% of the NIP investments are concentrated in four major sectors – transport, energy, real estate and water management. Six sub-sectors under these four main sectors - roads, railways, metro, renewable energy (RE) and non-renewable energy and transmission lines, account for ~60% of the NIP investments. To meet the NIP targets, a significant ramp-up in budgetary allocations would be required in the next couple of years. This is also reflected in the increase in capex allocations by the Government of India to RS. 11.2 trillion in FY2026 BE, a growth of 10.1% from the RS. 10.2 trillion estimated in FY2025 RE, which augurs well for the sector.

While a large share of the funding will be coming from the Central and the state allocations and public-sector infrastructure NBFCs, the corporate bond market is also expected to play a modest role. Moreover, asset monetisation through InvITs is expected to gain traction and is estimated at RS. 1.2-1.5 trillion in the next three years, which will benefit both the bond market issuances as well as bank loans through refinancing.

Financial Sector

In line with the regulatory push to slow down the credit growth in certain segments such as lending to non-banking finance companies (NBFCs) and unsecured lending, to prevent overheating and potential asset quality pressures, the banking sector credit growth declined sharply to 10.9% in FY2025 from 16.3% in FY2024. With the significant moderation in bank credit flow to the aforesaid segments in FY2025, the regulator has reversed the higher risk weights on such lending to the NBFCs from April 1, 2025.

Driven by a high credit-to-deposit ratio (CD ratio) and the RBI?s intervention in the forex market, the liquidity of the banking system turned into deficit in the latter half of the financial year. To address the same, the regulator took several measures to infuse temporary as well as durable liquidity, which, coupled with the cut in policy rates, resulted in the reduction in bond yields by the end of the year. While the cut in repo rate and consequent decline in lending rates could spur demand for credit, we however, expect the bank credit growth to remain flattish in FY2026 at 10.4-11.2% as the CD ratio remains elevated. The CD ratio of banks further increased to 80.7% by March2025 from 80.2% as of March2024, which means that the headroom for credit growth will be driven by banks? ability to mobilise the incremental deposits at competitive rates. While the wholesale deposit rates have already declined, the deposit rate cuts in the retail segment have also commenced; the speed and extent of the same will influence banks? ability to reduce their lending rates.

The growth in assets under management (AUM) for the overall NBFC sector is also estimated to have moderated to around 13-15% in FY2025 from 18% in FY2024, largely driven by the slowdown in the retail NBFC credit expansion. ICRA expects the retail credit growth of

NBFCs (including housing finance companies) to ease to

16-18% in FY2025 from 25% and 21%, respectively, in FY2024 and FY2023. Asset quality concerns emerging from overleveraging in some borrower segments and the regulatory tightening, by way of increased risk weights for bank credit to NBFCs, higher risk weights on the consumption loans and a nudge from the regulator for a moderation in the credit expansion also contributed to the growth slowdown. This resulted in a significant reduction in the unsecured loan segment growth, including a decline in the microfinance book, and moderation in the growth rates in the other asset segments, on the back of a higher base of the previous year.

The subsequent removal of higher risk weight for bank credit to the NBFCs and the proposed expansion in the scope of co-lending framework shall work favourably for the sector in FY2026. Retail NBFC credit expansion in FY2026 is estimated at about 15-17%, while the infrastructure lending by the NBFCs, including other wholesale credit, is projected to grow by 10-12%, which is similar to the levels seen in the previous two fiscals. Driven by slowdown in credit flow from banks to the

NBFCs, the bond issuances from the NBFCs reached an all-time high of RS. 5.1 trillion and stood at 47% of overall bond issuances. Given the tight funding position of banks and relatively better competitive position of debt capital market vis a vis bank loans, we expect the bond issuances from the NBFCs to remain strong. With expectations of a further decline in bond yields, the domestic debt capital is likely to remain competitive for larger and better rated issuers, though tighter funding conditions domestically may prompt some large issuers to tap external commercial borrowings (ECB). Like the NBFCs, the bond issuances from banks also reached an all-time high of RS. 2.8 trillion in FY2025 as banks supplemented their resources through bonds amid elevated CD ratio and challenges in deposit mobilisation. Overall, including the bond issuances from the corporate sector, the aggregate bond issues surpassed previous highs and stood at RS. 10.9 trillion in FY2025, a growth of 7.2% over FY2024. We expect this trend to continue in FY2026, driven by faster transmission of rate cuts in debt capital markets vis a vis bank loans.

The mutual funds industry continues to witness moderation in fresh inflows across debt schemes, post the taxation changes in the Union Budget for FY2024. However, alternate investment funds (AIFs) witnessed strong inflows, which continued to drive the demand of debt capital instruments from high yield instruments and widened the issuer base in this segment. The online bond platforms continue to aid the increase in retail participation in debt capital market instruments, which otherwise was limited to public issuances of these instruments.

Structured Finance

The domestic securitisation market witnessed a healthy expansion of about 25%, with fresh volumes increasing to about RS. 2.4 trillion in FY2025 from RS. 1.9 trillion in FY2024. The growth was driven by the entry of new originators, including some large private sector banks that sold down their portfolio to improve their credit-to-deposit ratio, given the challenges faced in deposit growth rates. In addition, the securitisation market continues to benefit from the healthy credit demand for the NBFCs and the HFCs, the growing reliance on securitisation as a tool for fund-raising, and the increase in investor base. The growth in the unsecured asset classes, such as personal loans and microfinance loans, was, however, impacted the asset quality concerns that emerged during the year, which led to a slowdown in the disbursement levels. Among the asset classes that are securitised, vehicle loans continue to be the dominant asset class, given that large banks and NBFCs in this space have been securitising their car loans and commercial vehicle loans portfolio. Securitisation of mortgage-backed loans also witnessed healthy increase in FY2025, whereas securitisation of unsecured loans was impacted by the asset quality pressures that emerged in these asset classes. There has also been a rise in securitisation volumes originated by non-financial sector entities, where trade receivables and lease rentals are being securitised, which would help in widening and diversifying the securitisation market in the future.

The growth in the securitisation market in FY2026 would remain contingent on the large private sector banks continuing to explore securitisation to raise funds and improve their credit-to-deposit ratio. The extent of credit demand among retail borrowers along with the risk appetite of the NBFCs and the HFCs, especially in the unsecured segment, would determine the growth in their businesses, which in turn would influence the securitisation market. The securitisation volumes will continue to be supported by the requirement of banks to meet their PSL requirements. The increase in the purchase of non-PSL pooled loans is also a healthy trend that will result in healthy growth in issuances. Nonetheless, the increasing adoption of the co-lending model by the NBFCs and the HFCs would continue to challenge the growth in the securitisation market.

Further, any significant traction in the priority sector loan certificates (PSLCs) market could restrict issuance volumes in the medium to long term.

Trends in Credit Quality of ICRA-rated Companies

FY2025 marked the fourth consecutive year of improving credit profiles, with ICRA?s rating upgrades consistently outnumbering downgrades during this period by at least two to one. Although the Credit Ratio of ICRA-assigned ratings, defined as the ratio of the number of entities upgraded to that downgraded, moderated to 2.0x in FY2025 from the peak of 3.0x in FY2022, it remained healthy.

Rating actions in FY2025 were driven by: y A broader trend in deleveraging in the corporate sector, enabled by healthy profit growth amid slower capital expenditure growth y Rating upgrades in the financial sector, concentrated in H1 FY2025, attributed to increased scale and higher profitability alongside controlled credit costs y Improved risk profiles of assets/entities transitioning from project-stage to operational-stage y Continued demand buoyancy in select sectors, such as hospitality.

India Inc. has experienced an extended period of credit profile improvement, largely due to strengthening balance sheets. From a credit perspective, this has enhanced Corporate India?s ability to bear the cyclical challenges of recent periods posed by commodity price inflation, rising interest rates, and subdued demand.

Other indicators of the strength of credit profiles for

India Inc. include default rates and instances of sharp rating changes. The overall default rate of ICRA-assigned ratings has been trending down over the years (0.2% in

FY2025 against the five-year average of 0.8%), with a notable reduction in the investment grade default rate. In FY2025, ICRA?s portfolio recorded seven defaults in total, two of which were from the investment grade. Large

Rating Change Rate or LRCR, defined as the proportion of ratings downgraded or upgraded by three or more notches cumulatively, has also been trending downward over the years, highlighting a reduction in the severity of rating changes (LRCR was 0.7% in FY2025 vis-a-vis the five-year average of 1.5%).

Rating Accuracy Trends

The performance of any credit rating system is measured by metrics like default rates, stability rates and the average default position. ICRA?s robust methodologies and their consistent application over the years is reflected in the low default rates in the investment grade suggesting that ICRA?s ratings have done well to distinguish between safer and riskier credits. The default rates along the rating scale, from AAA to C, have shown ordinality, which reflects the ability at differentiating among credits across the risk spectrum. This apart, ICRA?s ratings demonstrated a healthy one-year rating stability depicted across all investment grade rating categories. A high rating stability suggests that ICRA?s rating decisions do not get influenced by the stage of the business cycle but remain strongly focused on assessing the credit worthiness of entities through the cycle. Finally, the average default position (ADP) of ICRA-assigned ratings—a measure of the tendency of a rating agency to commit type-1 and type-2 errors—remains healthy and has systematically improved over the years.

Latest short-run average default rates for long-term instruments (reflects an average of two years; computation approach as defined by SEBI)

Rating Category	1-Year Cumulative Default Rate %	2-year Cumulative Default Rate %	3-year Cumulative Default Rate %
AAA	0.0	0.0	0.0
AA	0.0	0.0	0.0
A	0.0	0.0	0.1
BBB	0.3	0.6	1.1
BB	0.8	2.6	5.4
B	2.7	5.0	7.5
C	8.8	15.3	20.5

Latest short-run average default rates for short-term instruments (reflects an average of two years; computation approach as defined by SEBI)

Rating Category	1-Year Default Rate %
A1+	0.0
A1	0.0
A2	0.0
A3	0.3
A4	2.2

Latest five-year average of one-year rating transition rates for long-term ratings (computation approach as defined by SEBI)

Rating Category	AAA	AA	A	BBB	BB	B	C	D
AAA	99.6%	0.4%	0.0%	0.0%	0.0%	0.0%	0.0%	0.0%
AA	3.7%	94.3%	2.0%	0.0%	0.0%	0.0%	0.0%	0.0%
A	0.5%	5.6%	90.8%	3.0%	0.0%	0.0%	0.0%	0.1%
BBB	0.0%	0.4%	8.8%	87.0%	3.5%	0.1%	0.0%	0.3%
BB	0.0%	0.2%	0.2%	6.6%	87.1%	2.8%	0.0%	3.2%
B	0.0%	0.0%	0.0%	0.0%	7.9%	82.8%	0.0%	9.3%
C	0.0%	0.0%	0.0%	0.0%	0.0%	22.7%	40.9%	36.4%

Industry Research

In FY2025, ICRA Research maintained comprehensive coverage on more than 60 sectors across corporate, financial, infrastructure and structured finance domains

During this period, ICRA published several high-impact reports which were appreciated by clients for their timeliness and business relevance. Some of these thematics were on topics like critical minerals, gold loan market, private capital expenditure, municipal bonds, transmission infrastructure, SME finance, impact of US tariffs, other global and geopolitical developments, interest rate outlook, and climate issues.

In FY2025, ICRAs research revenue witnessed steady growth, driven by the acquisition of new clients and a strong renewal rate, which was supported by the analytical depth and rigor of its sectoral and credit perspective reports.

ICRA ESG Ratings

Commencing business in April 2024, ICRA ESG Ratings Limited (ICRA ESG) emerged as a prominent Category-I ESG Rating Provider (ERP) under the Issuer Pays Model.

It assigned ESG ratings to five entities across diverse sectors, including cement, financial services, jewellery manufacturing, and retail. ICRA ESGs comprehensive rating rationales provided valuable insights into the rated entities ESG impact and transition progress, helping stakeholders analyse risks and assess the ESG profile.

Additionally, ICRA ESG demonstrated thought leadership in the ESG domain through its research, covering areas such as greenhouse gas emissions, sectoral analysis, health and safety trends in high-risk domestic sectors, and emerging governance practices. The company also continued its market outreach efforts to educate stakeholders about ESG and its significance.

Research & Analytics

Research & Analytics has two key verticals – Knowledge Services and Risk & Analytics (R&A). Knowledge Services caters to global clients for their research and analytical services, Whereas the R&A vertical includes revenue from bond valuation, mutual fund analytics, customized research, and risk management products and solutions. The Analytics business performance was supported by strong growth in the Risk & Analytics business (R&A includes Market data and Risk Management Services) which grew by 17% over the previous year. The largest business - Knowledge Services (KS) – did saw a robust growth in the core rating support space which was offset by the discontinuation of ESG services resulting in an overall muted growth for the vertical. The Risk Management Services grew at a faster pace aided by the addition of new clients and strong growth in D2K.

D2K?s flagship Early Warning System (EWS) and Asset Classification Products continued to see strong demand in the financial sector, further solidifying D2Ks position as a key player in the industry. The Market Data business growth was driven by Fixed Income and Mutual Fund Analytics and Customised Research. The AUM of mutual funds continued its growth momentum going up by 23% in FY2025 (vs growth of 35% in FY2024) to RS. 65.74 trillion. This was driven by a 25% growth in equity funds, while growth in Debt MF was at 20% in FY2025 (vs 6% in FY2024). Yields on 10-year G-Sec fell 47 bps YoY and traded in the range of 6.58%-7.23% during the year. The inflows into AIFs were RS. 2.20 trillion, being up 20% YoY to RS. 13.05 trillion as of Dec-24, while listed corporate bond issuances were also up 16.11% during FY2025, thereby positively impacting the business.

The trend of Gen-AI adoption and automation intensified during the year and Knowledge Services is gearing up to handle this change, we continue to partner the client in business transformation initiatives, including migration of the legacy systems and processes into new-age platforms, adopting new technologies in existing processes to drive efficiency and ensuring seamless change management workflow systems.

As a part of its effort to enter new segments in the domestic market, Knowledge Services developed ‘Infre360? – a data and analytics tool for the InviT and REIT space. Initial feedback from both issuers and investors has been encouraging. Efforts to further grow its business in new areas and new client segments, both in the global and the domestic market, will remain a key focus area for this vertical.

Market Data also won the prestigious mandate for implementation of SEBI?s guideline on ‘Prevention of Market Abuse? across all the AMCs in India. The on -premise solution was deployed and successfully implemented within a record time during the second half of the year. This comes after other such successful implementations like Stress Testing, Potential Risk Class (PRC) and Risk-o-Meter done in the past and is a further validation of our strong presence in the mutual funds space.

The year also marked a significant milestone with entry into the domestic Fixed Income Index space through an agreement with FTSE-Russell for the co-development of Fixed Income Indices for the domestic market. The domestic Fixed Income Index business is expected to show significant growth in future and this arrangement would help your company emerge as a strong player in this market. Market Data added several new clients during FY2025 - both in the domestic space and also through expansion of relationship with its global clients, even as it continued to focus on improved productivity through automation of it processes.

With Indias inclusion in JPMorgans Government Bond Index-Emerging Markets Global CORE (GBIEM Global CORE) and the Bloomberg Emerging Market Local Currency Index starting from JunRs. 2024 and January

2025 respectively, capital flows into Indian Debt Market have gone up. This is opening up new opportunities for the Market Data business, coupled with the growth in inflows into the AIF segment. These trends are expected to positively impact the business in future.

The RBI continued to strengthen regulatory supervision for banks and NBFCs during the year. Guidelines on Model Governance opened up new opportunities for the business, while the trend towards automation of credit lifecycle in banks continued to intensify. This, along with improving financial position of the banking system supported growth.

Bank credit growth, however, moderated to 12% (as of Feb 2025, vs 16.6% in FY2024) with similar trend in NBFC sector where the growth rate in AUM of NBFCs is expected to be lower at 13-15% in FY2025 (vs 17% in FY2024). However, the NBFCs continued to focus on automation and model governance initiatives, which helped growth. There is a growing need for advanced ECL computation tools from the NBFCs and ICRA Analytics continued to support the demand in this space.

During the year, ICRA Analytics entered into an agreement with Bitsight Technologies Inc, a global leader in the Cybersecurity space, to bring their proven Cyber Risk Management solutions to enterprises in India. It also partnered with its subsidiary company D2K Technologies India Private Limited (D2K) - an established provider of software solutions to banks and other financial institutions in India. D2K?s flagship EWS and Asset Classification Products demand in the market. Backed by deep domain expertise,

D2K helps financial institutions meet regulatory compliances, enhance their business processes, improve customer acquisition and retention, and build robust analytical platforms.

ICRA Analytics? order book strengthened considerably during the year, supported by significant wins from new and existing clients. The stabilisation of its upgraded products like IRS 3.0, development of new products like Infre360, addition of new business lines in ESG, the traction being built up in Customised Research and also its entry into the Fixed Income Index market will further support growth in the coming years.

ICRA Analytics continued to demonstrate a strong process and compliance orientation and its

ISO27001:2013 and ISO9001:2015 certifications were renewed during the year.

Automation Initiatives at ICRA

ICRA has leveraged its technology infrastructure to re-engineer existing business processes through digital transformation. This strategic initiative has enabled ICRA to provide cutting-edge analysis and insights to its customers, enhancing the overall quality and reliability of its services. One of the key advancements at ICRA has been the adoption of next-generation technologies, such as Generative AI. This has brought in efficiency, accuracy, and compliance into its core processes. By integrating

Generative AI, ICRA has been able to offer deeper business and economic insights across various industry sectors, providing its customers with a comprehensive understanding of market dynamics and trends.

Franchise Development

Your Company continued to undertake robust outreach and franchise building initiatives during the year, including organising 28 webinars on relevant themes for several sectors like NBFC, Macroeconomy and State Government Finances, Data Centres, Renewable Energy etc., which witnessed widespread participation by Industry and Financial Institutions/Intermediaries. Apart from these, there were several physical events organised, which included the flagship - Moodys & ICRA

India Credit Conference in Mumbai and the Sustainability Event in Delhi. ICRA also organised several closed-door discussions with select audiences on Securitisation, Commercial Real Estate, NBFCs, Auto Components and Specialty Chemicals across locations like Mumbai, Bangalore and Chennai. These events attracted participation from multiple stakeholders, including senior decision-makers from mutual fund entities, banks, NBFCs and corporates. These initiatives fostered strong engagement with both investors and clients and further growing strengthened ICRAs reputation as a thought leader in the industry.

Your Company maintained its position as a sought-after knowledge partner for various industry forums and its analysts contributed as speakers/panellists in marquee industry events as sector experts, cementing its position in thought leadership. Further, a strong media presence was maintained through regular participation in prominent business TV shows, write-ups in premier dailies and online media and further strengthened the media outreach by conducting regular media specific events on key sectors and the overall economy.

Your Company also institutionalised its investor connect with regular interactions with marquee investors and intermediaries, including prominent private equity institutions, pension funds, sovereign wealth funds and asset management companies to further strengthen the franchise building efforts.

Change in Nature of Business

During FY2025, there was no change in the nature of your Company?s business. The credit rating agencies (CRAs) are not allowed to carry out any non-rating activity, except only those that are specifically permitted by SEBI or any of the specified financial sector regulators.

Subsidiary Companies (including step-down subsidiaries)

At the beginning of the year 2024-25, your Company had five subsidiaries, including one step-down subsidiary. There are no associates and/or joint ventures, as defined under the Companies Act, 2013 (the ‘Act?).

During the year 2024-25, ICRA ESG Ratings Limited (Formerly known as Pragati Development Consulting Services Limited) got approval for the change in name with effect from JunRs. 13, 2024.

There has been no material change in the nature of the business of the Company & its subsidiaries during the year 2024-25. As of March 31, 2025, your Company had the following subsidiaries, including the step-down subsidiary:

S. No. Name of Subsidiary Companies	Category	Country of Incorporation
1. ICRA Analytics Limited	Subsidiary	India
2. ICRA ESG Ratings Limited (Formerly known as Pragati Development Consulting Services Limited)	Subsidiary	India
3. D2K Technologies India Private Limited	Step-down subsidiary	India
4. ICRA Lanka Limited*	Subsidiary	Sri Lanka
5. ICRA Nepal Limited	Subsidiary	Nepal

Highlights of performance of subsidiary companies and their contribution to the overall performance of the Company during the year 2024-25 are provided in the Management Discussion and Analysis Report, which forms a part of the Annual Report.

The consolidated financial statements of Group ICRA, consisting of ICRA Limited, its subsidiaries, including step-down subsidiary, for the year 2024-25, which form a part of the Annual Report, are attached. The Auditors?

Report on the consolidated financial statements is also attached. In compliance with the relevant provisions of the Act, a statement containing the salient features of the financial statements in Form AOC-1 as per Rules. 5 of the Companies (Accounts) Rules, 2014, of the said subsidiaries, is annexed to the consolidated financial statements, prepared in accordance with the prescribed accounting standards.

As required under the provisions of Section 136 (1) of the Act, the financial statements, including consolidated financial statements and other documents required to be attached thereto, have been uploaded on the Company?s website, www.icra.in. Further, your Company has also uploaded on its website the audited financial statements of each subsidiary company.

Branches of the Company

Your Company operates its business from its offices in

New Delhi, Gurugram, Mumbai, Navi Mumbai, Kolkata, Chennai, Ahmedabad, Bengaluru, Hyderabad, and Pune.

Board Meetings Held During the Year

During the year, six (6) meetings of the Board of Directors of your Company were held, on May 15, 2024, May 23, 2024, July 23, 2024, October 25, 2024, February 10, 2025 and March19, 2025. The details regarding the attendance of Directors at the Board meetings are furnished in the Corporate Governance Report attached as Annexure-II to this Report.

Human Resources

Our human resources (HR) function has a strategic approach to nurturing and supporting employees and ensuring a positive workplace environment. During the year, the HR team continued to uphold the Company?s talent management strategy aligned to its business strategy focused on building future leaders.

A fundamental belief of our management philosophy is to invest in our employees and enable them to develop mutually beneficial skills and capabilities. With this objective, an Organisation Training Matrix was implemented across levels and functions.

The HR team also focused on enhancing employee engagement and satisfaction through various initiatives. These included regular feedback sessions, recognition programs, and wellness activities aimed at promoting a healthy work-life balance.

Overall, our HR initiatives have contributed significantly to the company?s performance and growth, ensuring that we have a motivated and skilled workforce ready to meet future challenges.

Employees Stock Option Scheme (ESOS)

The members of your Company in the Annual General Meeting ("AGM") held on August 9, 2018, by passing a special resolution, adopted a new scheme called the Employees Stock Option SchemRs. 2018 (‘ESOS 2018?), under which an aggregate of 39,993 stock options were proposed to be granted. Permanent employees (excluding promoters and Independent Directors) of your Company and its subsidiaries are eligible to participate in the ESOS 2018.

The company has received a certificate from the

Secretarial Auditors of your Company certifying that the schemes are implemented in accordance with the Securities and Exchange Board of India (Share-Based

Employee Benefits and Sweat Equity) Regulations,

2021, and the resolutions passed by the members of the Company. The certificate will be made available in electronic mode to the members of the Company for inspection at the AGM.

The disclosures in terms of Regulation 14 of the SEBI

(Share-Based Employee Benefits and Sweat Equity)

Regulations, 2021 read with SEBI Circular no. CIR/CFD/ POLICY CELL/2/2015, dated JunRs. 16, 2015, are available on the Company?s website; the web-link for the same is: https://www.icra.in/InvestorRelation/ ShowCorporateGovernanceFile?Id=27

Particulars of Employees

The disclosure under the provisions of Section 197(12) of the Act, regarding the ratio of the remuneration of each Director to the median employee?s remuneration and such other details as specified in Rules. 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Directors? Report (Annexure I). A statement showing the names of the top 10 employees in terms of remuneration drawn and other particulars of the employees drawing remuneration in excess of the limits set out in Rules. 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as well as the names and other particulars of every employee covered under the rule, are available at the registered office of the

Company, and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished without any fee.

With regard to the provisions of Section 136(1) of the Act, the Directors? Report, excluding the information provided in compliance with Rules. 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is being sent to the members of the Company. The said information would be available for inspection, by members, at the registered office of the

Company or through electronic mode, during business hours on working days up to the date of thRs. 34th AGM of the Company. Any member interested in obtaining a copy thereof may write in this regard to the Company Secretary of the Company.

Annual Return

In terms of Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the Company?s website at https://www.icra.in/InvestorRelationShowAnnualReturn File?Id=762

Corporate Governance

The report of the Board of Directors of your Company on Corporate Governance is presented as a separate section (Annexure II) titled Corporate Governance Report, which forms a part of the Annual Report.

The composition of the Board, the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee, the Corporate Social Responsibility Committee, the Risk Management Committee and other committees of the Board, the number of meetings of the Board and committees of the Board, and other matters are presented in the Corporate Governance Report.

The certificate of the Statutory Auditors of your Company regarding compliance with the Corporate Governance requirements as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations?) is annexed to the Directors? Report.

Your Company has obtained a certificate from a practising company secretary that none of the Directors on the Board of your Company have been debarred or disqualified from being appointed or are continuing as directors of companies by the SEBI/Ministry of Corporate

Affairs or any such statutory authority.

Management Discussion & Analysis

The Management Discussion and Analysis is annexed to the Annual Report (Annexure III).

Insider Trading Regulations

The Board of Directors of the Company has adopted the Code of Conduct for prevention of insider trading. The Board of Directors of the Company has also adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, the policy for determination of legitimate purposes, and policy for enquiry in case of the leak of unpublished price sensitive information in compliance with the SEBI?s Regulations for Prohibition of Insider Trading, and the same have been uploaded on the Company?s website.

Material Changes and Commitments

No material changes and commitments that would affect the financial position of the Company have occurred between the end of the financial year to which the attached financial statements relate and the date of this report.

Share Capital

As on March 31, 2025, the Company?s issued, subscribed and paid-up equity share capital stood at RS. 965.12 lakhs divided into 96,51,231 equity shares of RS. 10/- each.

Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Expenditure

As your Company is not involved in any manufacturing activity, the particulars relating to conservation of energy and technology absorption, as mentioned in the Companies (Accounts) Rules, 2014, are not applicable to it. However, emphasis is placed on the employing techniques that result in the conservation of energy. Details on the foreign exchange earnings and expenditure of your Company appear in the notes to the financial statements.

Directors and Key Managerial Personnel

During the financial year 2024-25, there was a change in the composition of the Board of Directors. Mr. Arun Duggal, Ms. Radhika Vijay Haribhakti and Ms. Ranjana Agarwal ceased to be Independent Directors of the Company, consequent to completion of second consecutive term of appointment.

The Board places on record its appreciation for the valuable contributions made by Mr. Duggal, Ms. Agarwal, and Ms. Haribhakti to the Board of your Company. Mr. Palamadai Sundarajan Jayakumar and Mr. Pradip Kanakia have been appointed as Independent Directors, for a term of five (5) consecutive years with effect from

November 1, 2024, to October 31, 2029 (both days inclusive). Additionally, Ms. Anuranjita Kumar has been appointed as an Independent Director, for a term of five (5) consecutive years with effect from December 1, 2024, to November 30, 2029 (both days inclusive).

Further, Mr. Michael Foley has resigned as Non-Executive and Non-Independent Director of your Company (inclusive of all membership in any and all Committees of the Board), effective August 1, 2024.

Mr. Brian Joseph Cahill has been appointed as Non-Executive and Non-Independent Director on the Board of your Company, with effect from August 1, 2024.

Mr. Ramnath Krishnan, Managing Director & CEO of the Company and CEO of ICRA Group, has been reappointed and designated as "Managing Director & Group CEO", for a period of three (3) years, effective from October

23, 2024.

Further, pursuant to the provisions of Section 152 of the Act, and the Articles of Association of your Company, Mr. Stephen Arthur Long is due to retire by rotation, and being eligible, has offered himself for reappointment, subject to approval by the Members of the Company at the forthcoming AGM.

The profile of Mr. Long is presented in the Notice of the

34th AGM, as required under the Act, secretarial standards issued by the Institute of Company Secretaries of India on general meetings and the Listing Regulations.

Except for Mr. Pradip Kanakia, who is serving as a Non-Executive Chairman and Independent Director on the Board of ICRA Analytics, an unlisted material subsidiary of the Company, and who receives remuneration by way of commission, no other Directors are in receipt of any remuneration or commission from any of the subsidiaries of the Company.

During the financial year 2024-25, there was no change in the key managerial personnel of the Company.

Independent Directors? Declaration

Pursuant to the provisions of Section 149(7) of the Act read with Schedule IV of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of Act along with rules made thereunder and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company. In terms of Regulation 25(8) of the Listing Regulations, the

Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the management. The following Non-Executive Directors of the Company are independent in terms of Section 149(6) of the Act and the Listing Regulations:

1. Mr. Palamadai Sundararajan Jayakumar

2. Mr. Pradip Kanakia

3. Ms. Anuranjita Kumar

Further, in terms of Section 150 of the Act read with Rule

6 of the Companies (Appointment and Qualification of

Directors) Rules, 2014, Independent Directors of the

Company have confirmed that they have registered themselves with the databank maintained by the Indian

Institute of Corporate Affairs (IICA) and have passed the proficiency test or avail the exemption from that, as applicable.

Directors? Responsibility Statement

As required under the provisions contained in Section

134 of the Act, your Directors hereby confirm that:

(i) in the preparation of the Annual Accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures from the same; (ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that year; (iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 2013, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities; (iv) the Directors had prepared the Annual Accounts on a going concern basis;

(v) the Directors had laid down the internal financial controls followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Remuneration Policy

The Board of Directors of your Company, based on the recommendation of the Nomination and Remuneration Committee, has devised a Remuneration Policy, the details of which are mentioned in the Corporate Governance Report annexed to this Report.

Policy on Directors? Appointment

The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skill and experience that are required of the members of the Board. The members of the Board should possess the expertise, skills and experience needed to manage and guide the Company in the right direction and to create value for all stakeholders. The Board needs to consist of eminent persons of proven competency and integrity with an established track record. Besides having financial literacy, experience, leadership qualities and the ability to think strategically, the members are required to have a significant degree of commitment to the Company and should devote adequate time in preparing for the Board meeting and attending the same. The members of the Board of Directors are required to possess the education, expertise, skills and experience in various sectors and industries needed to manage and guide the Company. The members are also required to look at strategic planning and policy formulations.

The members of the Board should not be related to any executive or independent director of the Company or any of its subsidiaries. They are not expected to hold any executive or independent positions in any entity that is in direct competition with the Company. Board members are expected to attend and participate in the meetings of the Board and its committees, as relevant. They are also expected to ensure that their other commitments do not interfere with the responsibilities they have by virtue of being a member of the Board of the Company. While reappointing Directors on the Board and committees of the Board, the contribution and attendance record of the concerned Director shall be considered in respect of such reappointment. Each Independent Director shall hold office as a member of the Board for a maximum term as per the provisions of the Act and the rules made thereunder, in this regard from time to time, and in accordance with the provisions of the Listing Regulations. The appointment of the Directors shall be formalised through a letter of appointment.

The Executive Directors, with the prior approval of the Board, may serve on the Board of any other entity if there is no conflict of interest with the Company?s business.

Board and Directors? Performance Evaluation

The Board of Directors of the Company, based on the recommendations of the Nomination and Remuneration committees, has formulated a Board and Directors? Performance Evaluation Policy, thereby setting out the performance evaluation criteria for the Board and its Committees and each Directors? performance, including the Chairman of the Company.

Your Company?s Board had undertaken a formal performance evaluation in a comprehensive and structured manner as a part of the strengthening exercise. Based on the recommendations of the

Nomination and Remuneration Committee, the Board has adopted a process of receiving anonymous feedback and discussing the same at the meeting to ensure the Directors? collective participation and meaningful discussion over the performance of the Board, its committees, individual Directors and Chairperson of the Board.

Your Company?s Board believes that trust in the evaluation process and its confidentiality is critical for the success of the evaluation exercise, therefore, the Board encourages fair and transparent evaluations and maintains anonymity of those providing the feedback. During the evaluation process, various suggestions were made by individual Board members to further enhance the effectiveness of your Company?s Board. The results of the feedback were discussed with the Board and its respective committee members.

The Board of Directors of the Company believes that the effectiveness of its governance framework can continue to be improved through periodic evaluation of the functioning of the Board as a whole, its committees and individual directors? performance evaluation.

The Board of Directors acknowledges that Independent Directors on the Board have integrity and possess expertise and experience, including proficiency.

Auditors

M/s. B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 101248W/W-100022) ("BSR") were appointed as the Statutory Auditors of your Company for a consecutive period of five (5) years at thRs. 28 th AGM to hold rd AGM. Subsequently, in compliance with Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014 (as amended) and on the recommendation of the Audit Committee, Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No. 117365W) ("Deloitte") has been appointed by the Board of Directors as the Statutory Auditors of the Company, in place of retiring auditors BSR, for a period of five (5) years, to hold from the conclusion of thRs. 33rd AGM till the conclusion of thRs. 38th AGM.

The Report given by the Statutory Auditors on the Standalone Financial Statements of the Company and the Consolidated Financial Statements of the Company for the financial year ended March 31, 2025, forms a part of this Annual Report. There have been no qualification, reservation, adverse remarks or disclaimers given by the Statutory Auditors in their Report, which calls for any explanation.

The disclosures relating to fees paid/payable to the Statutory Auditors have been made in the Corporate Governance Report annexed to this Report.

Comments on Auditors? Report

The notes to the financial statements referred to in the

Auditors? Report are self-explanatory and do not call for any further comments.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the year under review.

Secretarial Audit

The Board of Directors of the Company has appointed M/s. Chandrasekaran Associates, Company Secretaries, as the Secretarial Auditor of the Company for the financial year 2024-25 in terms of Section 204 of the Act and Regulation 24A of the Listing Regulations. The Secretarial

Audit Report for financial year 2024-25 has been annexed to this Report (Annexure IV). The Secretarial Audit

Report does not contain any qualifications, reservation, disclaimer or adverse remark.

M/s. Chandrasekaran Associates, Company Secretaries, is also a Secretarial Auditor of a material subsidiary of the Company, ICRA Analytics. The Secretarial Audit Report as received from them for financial year 2024-25, is also annexed to this Report (Annexure IV-A).

Further, in terms of the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulation, 2024, the Board of Directors has appointed M/s. Chandrasekaran Associates, Company Secretaries, as the Secretarial Auditor of the Company for a term of five (5) consecutive financial years commencing from

April 1, 2025, till March 31, 2030, as recommended by the Audit Committee, subject to approval of the members of the Company at the ensuing AGM.

Transfer to Reserves

Your Company proposes not to transfer any amount to the General Reserve on declaration of dividend.

Dividend

The Board of Directors recommends for approval of the members at the forthcoming AGM, payment of dividend of RS. 60 per equity share of face value of RS. 10 each for the financial year ended March 31, 2025. If the members approve the dividend at the ensuing AGM, the dividend shall be paid to: (i) all those members whose names appear in the Register of Members as on July 25, 2025 (Record Date); and (ii) all those Members whose names appear as beneficial owners as per the details furnished by the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) on the close of business hours as on that date.

Dividend Distribution Policy

Your Company has formulated a Dividend Distribution Policy ("the Policy") pursuant to Regulation 43A of the Listing Regulations. The objective of the Policy is to maintain stability in the dividend pay-out of the Company, subject to the applicable laws, and to ensure a regular dividend income for the members and long-term capital appreciation for all stakeholders of the Company.

Your Company would ensure to strike the right balance between the quantum of dividend paid and the amount of profits retained in the business for various purposes. The

Board of Directors refers to this Policy while declaring/ recommending dividends on behalf of the Company. Through this Policy, the Company would try to maintain a consistent approach to dividend pay-out plans, subject to the applicable laws. The Policy has been uploaded on the website of your Company at: https://www.icra.in/RegulatoryDisclosure/ShowCode PolicyReport?id=7&regulatoryDisclosureReportId=647

Transfer to Investor Education and Protection Fund

The Company sends reminder letters to all members whose dividends are unclaimed to ensure that they receive their rightful dues. Your Company has also uploaded on its website, www.icra.in , information regarding unpaid/unclaimed dividend amounts lying with your Company.

During 2024-25, the unclaimed dividend amount of RS. 1,62,648 towards the unpaid dividend account of the

Company for the financial year 2016-17 was transferred to the Investor Education and Protection Fund ("IEPF"). The said amount had remained unclaimed for seven (7) years, despite reminder letters having been sent to each of the members concerned.

Pursuant to Section 124(6) of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and its amendments, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more, shall be transferred by the Company in the demat account of Investor Education and Protection Fund Authority ("the Authority") within a period of 30 days of such shares becoming due to be transferred

60 to the IEPF, as per the procedure mentioned in the said Rules. Accordingly, your Company has transferred 97 equity shares to the demat account of the Authority in accordance with the provisions of the Act and rules made thereunder. All benefits accruing on such shares viz. bonus shares, split, consolidation, fraction shares etc., except any right issue, shall also be credited to such a demat account.

Members may note that unclaimed dividend and shares transferred to the demat account of the Authority can be claimed back by them from the Authority by following the procedure mentioned in the said Rules.

Risk Management Policy

Your Company has formulated a risk management policy. The policy is a formal acknowledgement of the commitment of your Company to risk management. The aim of the policy is not to have the risk eliminated completely from the Company?s activities, but rather to ensure that every effort is made by the Company to manage risks appropriately to maximise potential opportunities and minimise the adverse effects of risk.

The Board and the Risk Management Committee monitor and review the risk management plan. At present, in the opinion of the Board of Directors, there are no risks which may threaten the existence of the Company.

Risks and concerns are discussed in Section D of the Management Discussion and Analysis Report.

Internal Control System and their Adequacy

Your Company has an internal control system, commensurate with its size, nature of its business and complexities of its operations. The Board of Directors of your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of your

Company?s business. The Board of Directors of your Company has laid down Internal Financial Controls to provide reasonable assurance with regard to recording and providing reliable financial and operational information, adherence to the Company?s policies, safeguarding of assets and prevention and detection of frauds and errors, the accuracy and completeness of accounting records and timely preparation of reliable information. The Board and the Audit Committee regularly evaluate internal financial controls.

Corporate Social Responsibility

Your Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Act. The CSR policy has been devised on the basis of the recommendations made by the CSR Committee. The composition of the CSR

Committee, the CSR policy of the Company, details about the development and implementation of the policy and initiatives taken by the Company during the year as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, have been annexed to this report (Annexure V).

Business Responsibility and Sustainability Report

Your Company, in accordance with the provisions of Regulation 34(2)(f) of the Listing Regulations has prepared a Business Responsibility and Sustainability Report for the year 2024-25 (BRSR). The BRSR is an effective compliance and communication tool for a company?s non-financial disclosures and is the next step in mandatory Environmental, Social and Governance (ESG) reporting in India. The BRSR describes the initiatives taken by your Company from the ESG perspective and has been annexed to this report (Annexure VI) and forms a part of the Director?s Report.

Particulars of Contracts or Arrangements with Related Parties

Your Company has entered into contracts or arrangements with its related parties. The related-party transactions are disclosed in the financial statements for the year ended March 31, 2025. Considering the amendments to definition of the related parties effective from April 1, 2022, under the Listing Regulations, transactions between the unlisted material subsidiary of the Company, ICRA Analytics, and Moody?s Corporation

(including its affiliates) ("Moody?s entities") for providing data outsourcing, research and IT support services, were approved by the members of the Company as per the Listing Regulations, as the transaction(s) exceeds 10% of the annual consolidated turnover of previous financial year. The said transactions are in the ordinary course of business of the concerned subsidiary and at an arm?s length basis. Except for this transaction, there have been no material-related party transactions as per Section 188(1) of the Act and as per Regulation 23 of the Listing Regulations. The required disclosures of information in Form AOC-2 in terms of Section 188 of the Act read with Rules. 8(2) of the Companies (Accounts) Rules, 2014, are annexed to this report (Annexure VII).

Policy on Prohibition, Prevention and Redressal of Sexual Harassment

Your Company has formulated a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of

Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013. The Company has constituted an Internal Committee for prevention and redressal of sexual harassment at the workplace, separately for all the branches. The Company has not received any complaints during the year ended March 31, 2025. The disclosures in relation to The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013 have also been made in the Corporate Governance Report.

Deposits

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Maintenance of Cost Records

The Company is not required to maintain cost records as per sub-section (1) of Section 148 of the Act.

Particulars of Loans, Guarantees and Investments

The particulars of loans, guarantees and investments are disclosed in the financial statements for the year ended

March 31, 2025. During the year no security has been provided as per Section 186 of the Act.

Vigil Mechanism/Whistle-Blower Policy

Your Company has established a vigil mechanism, in compliance with the provisions of Section 177 (9) of the Act, and Regulation 22 of the Listing Regulations. It has also adopted a Whistle-Blower Policy to report unethical/ illegal/improper behaviour. Your Company has made employees aware of the Whistle-Blower Policy to enable them to report instances of leak of unpublished price-sensitive information.

The said Policy also provides for adequate safeguards against victimisation of persons who use such vigil mechanism and makes provision for direct access to the chairperson of the Audit Committee in exceptional cases. Further, no stakeholders have been denied access to the Audit Committee.

Composition of the Audit Committee

Your Company has constituted an Audit Committee, the composition of which has been provided in the Corporate Governance Report. During the year 2024-25, the Board accepted all the recommendations of the Audit Committee.

Secretarial Standards

During the year under review, the Company complied with all the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs, Government of India.

Proceeding under Insolvency and Bankruptcy Code, 2016

The Company has not filed any applications and no proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016, during the financial year 2024-25.

Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof

The Company has not made any one-time settlement with the banks or financial institutions, therefore, the same is not applicable.

Litigations

There are certain pending cases against your Company which are sub judice in court.

Besides this, the Company had filed an appeal before the Hon?ble Securities Appellate Tribunal (the ‘SAT?), challenging the adjudication order in respect of an adjudication proceeding initiated by SEBI in relation to the credit ratings assigned to one of the Company?s customers and the customer?s subsidiaries (the

‘Impugned Order?) and had also filed an appeal challenging the SEBI enhancement order before the SAT.

Significant and Material orders passed by the Regulators or Courts

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and operations of the Company in future.

Acknowledgements

Your Directors acknowledge the cooperation and assistance received from various institutions, Government agencies, members and professionals from different disciplines.

Your Directors also wish to place on record their appreciation of the contribution made by the members of the staff of your Company.