We have audited the accompanying standalone financial
statements of ICRA Limited (the "Company"), which
comprise the Balance Sheet as at March 31, 2025,
and the Statement of Profit and Loss (including Other
Comprehensive Income), the Statement of Cash Flows
and the Statement of Changes in Equity for the year
ended on that date, and notes to the financial statements,
including a summary of material accounting policies and
other explanatory information.

In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
standalone financial statements give the information
required by the Companies Act, 2013 (the "Act") in
the manner so required and give a true and fair view
in conformity with the Indian Accounting Standards
prescribed under section 133 of the Act, ("Ind AS") and
other accounting principles generally accepted in India, of
the state of affairs of the Company as at March 31, 2025,
and its profit, total comprehensive income, its cash flows
and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial
statements in accordance with the Standards on

Auditing (”SA"s) specified under section 143(10) of the
Act. Our responsibilities under those Standards are
further described in the Auditor's Responsibility for the
Audit of the Standalone Financial Statements section
of our report. We are independent of the Company
in accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India ("ICAI")
together with the ethical requirements that are relevant
to our audit of the standalone financial statements under
the provisions of the Act and the Rules made thereunder,
and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the ICAI's Code
of Ethics. We believe that the audit evidence obtained by
us is sufficient and appropriate to provide a basis for our
audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our
professional judgment, were of most significance in our
audit of the standalone financial statements of the current
period. These matters were addressed in the context
of our audit of the standalone financial statements as a
whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters. We have
determined the matters described below to be the key
audit matters to be communicated in our report.

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

• The Company's Board of Directors is responsible
for the other information. The other information
comprises the information included in the
Company's director's report including annexures
and Management Discussion & Analysis, but does
not include the consolidated financial statements,
standalone financial statements and our auditor's
report thereon.

• Our opinion on the standalone financial statements
does not cover the other information and we do not
express any form of assurance conclusion thereon.

• In connection with our audit of the standalone
financial statements, our responsibility is to read the
other information and, in doing so, consider whether
the other information is materially inconsistent
with the standalone financial statements or our
knowledge obtained during the course of our audit or
otherwise appears to be materially misstated.

• If, based on the work we have performed, we
conclude that there is a material misstatement of this
other information, we are required to report that fact.
We have nothing to report in this regard.

Responsibilities of Management and Board
of Directors for the Standalone Financial
Statements

The Company's Board of Directors is responsible
for the matters stated in section 134(5) of the Act
with respect to the preparation of these standalone
financial statements that give a true and fair view of the
financial position, financial performance including other
comprehensive income, cash flows and changes in equity
of the Company in accordance with the accounting
principles generally accepted in India, including Ind AS
specified under section 133 of the Act. This responsibility
also includes maintenance of adequate accounting
records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting
policies; making judgments and estimates that are
reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that
were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the
preparation and presentation of the financial statements
that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the standalone financial statements,
management and Board of Directors are responsible for

assessing the Company's ability to continue as a going
concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of
accounting unless the Board of Directors either intend to
liquidate the Company or to cease operations, or has no
realistic alternative but to do so.

The Company's Board of Directors is also responsible for
overseeing the Company's financial reporting process.

Auditor's Responsibility for the Audit of the
Standalone Financial Statements

Our objectives are to obtain reasonable assurance
about whether the standalone financial statements as
a whole are free from material misstatement, whether
due to fraud or error, and to issue an auditor's report that
includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit
conducted in accordance with SAs will always detect
a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered
material if, individually or in the aggregate, they could
reasonably be expected to influence the economic
decisions of users taken on the basis of these standalone
financial statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional
skepticism throughout the audit. We also:

• Identify and assess the risks of material
misstatement of the standalone financial
statements, whether due to fraud or error, design
and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion.

The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the
override of internal control.

• Obtain an understanding of internal financial
controls relevant to the audit in order to design
audit procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the Act, we
are also responsible for expressing our opinion on
whether the Company has adequate internal financial
controls with reference to standalone financial
statements in place and the operating effectiveness
of such controls.

• Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting
estimates and related disclosures made by

the management.

• Conclude on the appropriateness of management's
use of the going concern basis of accounting and,
based on the audit evidence obtained, whether

a material uncertainty exists related to events or
conditions that may cast significant doubt on the
Company's ability to continue as a going concern.

If we conclude that a material uncertainty exists, we
are required to draw attention in our auditor's report
to the related disclosures in the financial statements
or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor's
report. However, future events or conditions may
cause the Company to cease to continue as a
going concern.

• Evaluate the overall presentation, structure and
content of the standalone financial statements,
including the disclosures, and whether the
standalone financial statements represent the
underlying transactions and events in a manner that
achieves fair presentation.

• Obtain sufficient appropriate audit evidence
regarding the financial information of the Company
to express an opinion on the standalone financial
statements. We are responsible for the direction,
supervision and performance of the audit of

the standalone financial statements of such
entities or business activities included in the
standalone financial statements of which we are the
independent auditors.

Materiality is the magnitude of misstatements in the
standalone financial statements that, individually or
in aggregate, makes it probable that the economic
decisions of a reasonably knowledgeable user of the
standalone financial statements may be influenced.

We consider quantitative materiality and qualitative
factors in (i) planning the scope of our audit work and in
evaluating the results of our work; and (ii) to evaluate the
effect of any identified misstatements in the standalone
financial statements.

We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal financial controls
that we identify during our audit.

We also provide those charged with governance
with a statement that we have complied with relevant
ethical requirements regarding independence, and
to communicate with them all relationships and other
matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

From the matters communicated with those charged
with governance, we determine those matters that
were of most significance in the audit of the standalone
financial statements of the current period and are
therefore the key audit matters. We describe these
matters in our auditor's report unless law or regulation
precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter
should not be communicated in our report because the
adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of
such communication.

Other Matter

The standalone financial statements of the Company for
the year ended March 31, 2024, were audited by another
auditor who expressed an unmodified opinion on those
statements on May 23, 2024.

Our opinion on the standalone financial statements is not
modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on

our audit, referred to in the Other Matters section

above we report, that:

a) We have sought and obtained all the information
and explanations which to the best of our
knowledge and belief were necessary for the
purposes of our audit.

b) In our opinion, proper books of account as
required by law have been kept by the Company
so far as it appears from our examination

of those books and not complying with the
requirement of audit trail as stated in (i)(vi) below.

c) The Balance Sheet, the Statement of Profit and
Loss including Other Comprehensive Income,
the Statement of Cash Flows and Statement
of Changes in Equity dealt with by this Report
are in agreement with the relevant books

of account.

d) In our opinion, the aforesaid standalone financial
statements comply with the Ind AS specified
under section 133 of the Act.

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

f) The modification relating to the maintenance
of accounts and other matters connected
therewith, is as stated in paragraph 1(b) above
on reporting under Section 143(3)(b) and
paragraph 1(i)(vi) below on reporting under Rule
11(g) of the Companies (Audit and Auditors)
Rules, 2014.

g) With respect to the adequacy of the internal
financial controls with reference to standalone
financial statements of the Company and the
operating effectiveness of such controls, refer
to our separate Report in "Annexure A". Our
report expresses an unmodified opinion on
the adequacy and operating effectiveness of
the Company's internal financial controls with
reference to standalone financial statements.

h) With respect to the other matters to be included
in the Auditor's Report in accordance with the
requirements of section 197(16) of the Act, as
amended, in our opinion and to the best of our
information and according to the explanations
given to us, the remuneration paid by the
Company to its directors during the year is in
accordance with the provisions of section 197
of the Act.

i) With respect to the other matters to be included
in the Auditor's Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules,
2014, as amended in our opinion and to the
best of our information and according to the
explanations given to us:

i. The Company has disclosed the impact of
pending litigations on its financial position
in its standalone financial statements

- Refer Note 28 to the standalone
financial statements.

ii. The Company did not have any long¬
term contracts including derivative
contracts for which there were any material
foreseeable losses.

iii. There has been no delay in transferring
amounts, required to be transferred, to the
Investor Education and Protection Fund by
the Company.

iv. (a) The Management has represented

that, to the best of its knowledge and
belief, no funds have been advanced
or loaned or invested (either from
borrowed funds or share premium or
any other sources or kind of funds)
by the Company to or in any other

person(s) or entity(ies), including
foreign entities ("Intermediaries"),
with the understanding, whether
recorded in writing or otherwise,
that the Intermediary shall, directly
or indirectly lend or invest in other
persons or entities identified in any
manner whatsoever by or on behalf of
the Company ("Ultimate Beneficiaries")
or provide any guarantee, security
or the like on behalf of the
Ultimate Beneficiaries.

(b) The Management has represented,
that, to the best of its knowledge and
belief, no funds have been received
by the Company from any person(s)
or entity(ies), including foreign
entities ("Funding Parties"), with the
understanding, whether recorded in
writing or otherwise, that the Company
shall, directly or indirectly, lend or
invest in other persons or entities
identified in any manner whatsoever
by or on behalf of the Funding Party
("Ultimate Beneficiaries") or provide
any guarantee, security or the like on
behalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures
performed that have been considered
reasonable and appropriate in the
circumstances, nothing has come

to our notice that has caused us to
believe that the representations under
sub-clause (i) and (ii) of Rule 11(e),
as provided under (a) and (b) above,
contain any material misstatement.

v. The final dividend proposed in the previous
year, declared and paid by the Company
during the year is in accordance with
section 123 of the Act, as applicable.

As stated in Note 32 to the standalone
financial statements, the Board of Directors
of the Company has proposed final
dividend for the year which is subject to the
approval of the members at the ensuing
Annual General Meeting. Such dividend
proposed is in accordance with Section
123 of the Act, as applicable.

vi. Based on our examination, which included
test checks, the Company has used

an accounting software, operated by a
third party software service provider, for

maintaining its books of account for the
year ended March 31, 2025, which has a
feature of recording audit trail (edit log)
facility and the audit trail feature at the
application level has operated throughout
the year for all relevant transactions
recorded in the software. In the absence
of an independent auditor's System and
Organisation Controls report covering the
audit trail requirement, we are unable to
comment whether audit trail feature of the
said software was enabled at the database
level to log any direct data changes.
Consequently, we are unable to comment
whether there were any instances of the
audit trail feature being tampered with.

Additionally, the audit trail that was enabled
and operated for the year ended March 31,
2024, has been preserved by the Company
as per the statutory requirements for
record retention.

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

For DELOITTE HASKINS & SELLS

Chartered Accountants
(Firm's Registration No. 117365W)

Rupen K. Bhatt

(Partner)

(Membership No. 046930)

UDIN: 25046930BMODRW3776

Place: Mumbai
Date: May 29, 2025