Your Directors have the pleasure in presenting the 34^th 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 H 49,802 lakhs, compared to H 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 H 17,120 lakhs, against H 15,224 lakhs in the previous year.

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 with 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
with 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:

• Revolving PTC transactions with additional structural
features built in for the revolver period

• PTC transactions with trade receivables and lease
rentals as the asset class

• The largest commercial office REIT

• The largest hybrid renewable project by a leading IPP in
the country

• A leading 'Battery as a Service (BaaS)' player catering to
the EV segment

• 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 the 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 ~H 111 trillion. Since
its launch, several projects have been added, resulting
in significant increase in overall planned investments
to H 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 H 11.2
trillion in FY2026 BE, a growth of 10.1% from the H 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 H 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 March
2025 from 80.2% as of March 2024, 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 H 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
H 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
H 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 H 2.4 trillion in FY2025 from H 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 by
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:

• A broader trend in deleveraging in the corporate sector,
enabled by healthy profit growth amid slower capital
expenditure growth

• Rating upgrades in the financial sector, concentrated
in H1 FY2025, attributed to increased scale and higher
profitability alongside controlled credit costs

• Improved risk profiles of assets/entities transitioning
from project-stage to operational-stage

• 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
vears: computation approach as defined bv SEBI)

Latest short-run average default rates for short-term instruments (reflects an average of two
vears: computation approach as defined bv SEBI)

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

Trend in the ADP of ICRA-assigned Ratings¹

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, ICRA's 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 ESG's 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 D2K's 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 H 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 H 2.20 trillion, being up 20% YoY to
H 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 India's inclusion in JPMorgan's Government Bond
Index-Emerging Markets Global CORE (GBIEM Global
CORE) and the Bloomberg Emerging Market Local
Currency Index starting from June 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 secto
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 saw growing
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 - Moody's & 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
strengthened ICRA's 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 June 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:

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 Rule 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 March 19, 2025. The details regarding the attendance
of Directors at the Board meetings are furnished in the
Corporate Governance Report attached as Annexure-ll 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 Scheme 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 June 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 Rule 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 Rule 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 Rule 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 the 34^th 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 I) 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 H 965.12 lakhs
divided into 96,51,231 equity shares of H 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
34^th 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 the 28^th AGM to
hold office until the conclusion of the 33^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 office
from the conclusion of the 33^rd AGM till the conclusion of
the 38^th 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 H 60 per equity share of face value of H 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/RegulatorvDisclosure/ShowCode

PolicvRenort?id=7®ulatorvDisclosureRenortId=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
H 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

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 V)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
Rule 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.

For and on behalf of the Board of Directors
(P.S. Jayakumar)

Place: Mumbai Chairman

Date: May 29, 2025 DIN: 01173236