CARE Ratings Ltd

Your Directors are pleased to present the Thirty-Second (32^nd) Annual Report of CARE Ratings Limited ("the Company” or "CareEdge”) along with the Audited Financial Statements for the year ended March 31, 2025.

In FY25, the Company demonstrated remarkable progress and resilience by achieving several key milestones. The Company successfully broadened its service offerings, introduced innovative financial products and solutions that catered to a diverse clientele.

CareEdge is the first Indian credit rating agency to enter the Global Scale Ratings space through CareEdge Global IFSC Ltd. This milestone includes Sovereign Ratings for 39 countries, demonstrating our commitment to providing world-class insights into the global market economies.

Technological advancements were a cornerstone of the Company's achievements this year. The implementation of advanced analytics and Al-driven tools significantly enhanced the accuracy and efficiency of our credit ratings. Our commitment to sustainability was further reinforced through initiatives aimed at promoting climate-resilient agriculture and sustainable infrastructure development.

Financially, the Company maintained robust health, demonstrating strong performance across both standalone and consolidated results. We are proud to announce our highest-ever consolidated revenue from operations for FY25, reaching Rs 402.3 crore, a robust 21% year-on-year growth. This milestone reflects the strength of our strategy, the dedication of our teams, and the trust our stakeholders have in us. The strategic appointment in the key leadership positions over the years, backed by a clear and patient approach, bolstered our governance framework, ensuring continued growth and stability. Overall, FY25 was a year of strategic advancements and impactful contributions, positioning CareEdge Group for sustained success.

The Indian economy in FY25 faced challenges, from slowing economic growth, weak external demand and an uncertain global environment. Economic growth is estimated at 6.5% in FY25 as per the Second Advance Estimate (SAE), slowing from 9.2% growth recorded in FY24. Investment in the economy was impacted by a slowdown in public capex evidenced by the moderation in gross fixed capital formation growth to 6.1% in FY25 from 8.8% in FY24. However, GDP growth was supported by private final consumption expenditure accelerating to 7.6% from last year's growth of 5.6%. Healthy rural demand

has been supportive of this rebound in consumption while urban demand has exhibited weakness.

Retail inflation averaged at 4.6% in FY25, moderating from 5.4% during FY24. Elevated food inflation which averaged at 7.3% during the fiscal year, kept the average retail inflation above the Reserve Bank of India (RBI) target of 4%. However, food inflation moderated notably by end-FY25, supporting the moderation in overall inflation below the RBI's 4% target. Amid concerns over a growth slowdown and a moderating inflationary scenario, the RBI slashed the interest rates by 25 basis points each in its February and April meetings, taking the policy repo rate to 6%.

The gross bank credit growth slowed to 11% as of end-FY25 compared to a growth of 20.2% in the corresponding period last year. This slowdown is primarily attributed to a deceleration in lending towards personal loans (11.6% Vs 27.5% last year) and non-bank financial companies (5.7% vs 15.3%). This slowdown can be attributed to the increased risk weightage for consumer credit and NBFCs. However, restoring risk weights on bank exposure to NBFCs is expected to support credit growth going forward. Credit growth to industries was 7.8% compared to 8.5% growth last year. Of which, credit disbursements to large industries (constituting around 70% share in total industrial credit) were seen rising by 6.2% compared to 6.4% last year.

Corporate bond issuances totalled Rs 11 lakh crore in FY25, recording a 6% increase over the previous year. Commercial paper issuances also increased by 14.5% (y-o-y) to Rs 15.7 lakh crore in FY25.

On the external front, there was a lot of uncertainty amid the global trade war. Merchandise exports remained under pressure amid weak global demand. However, continued resilience in services exports and healthy remittance inflows helped partially mitigate the impact of weak merchandise exports. In terms of capital flows, while gross foreign direct investment (FDI) inflows remained largely steady, higher repatriation reined in the FDI net inflows. Net foreign portfolio investments (FPI) inflows moderated to USD 2.7 billion in FY25, lower than inflows of USD 41 billion in the previous year. FII outflows from equity market were partially countered by inflows in the debt market, aided by India's bond index inclusion. The Indian Rupee depreciated by around 3% against the USD in FY25, mainly due to volatile FPI flows amid global risk-off sentiments. The interventions by the RBI restricted a sharp depreciation in the Rupee. There was a notable decrease in India's foreign exchange reserves since September 2024 due to RBI interventions and portfolio outflows. As of end-FY25, the foreign exchange reserves stood at USD 665 billion. Despite the drawdown

in reserves, the import cover (basis merchandise imports) remained comfortable at -11 months.

In a nutshell, the Indian economy weathered the challenges, from slowing growth and an uncertain global environment in FY25. The turbulence from volatile global trade policies and their impact on global growth remain the key headwinds for the Indian economy in FY26.

Despite the growth moderation witnessed in FY25, India is projected to remain the world's fastest-growing economy in the years to come. However, the global economic environment remains challenging amidst volatile trade policies and geopolitical challenges. Thus, heightened global uncertainties are expected to pose a key headwind for India's economic performance in the current fiscal year.

On the domestic consumption front, the encouraging performance in rural demand is expected to continue, buoyed by robust agricultural production and prospects of a normal monsoon. However, a pick-up in urban demand remains critical for a durable and broad-based rebound of the consumption story. Consumption is also expected to gain from the moderating food inflation and reduction in income tax burden announced in the Union Budget. With inflation expected to moderate further and increased emphasis on supporting growth impulses, the RBI is expected to cut the policy repo rate further in FY26.

In addition to boosting consumption, the Union budget has continued to emphasise augmenting capital expenditure (capex) to enhance the economy's long-term growth potential. The government's capex is budgeted at Rs 11.2 trillion in FY26, 10% higher compared to the previous year. With this, the FY26 capex-to-GDP ratio has been maintained at 3.1%, much higher compared to the pre-COVID level of 1.6% seen in FY19. The government is expected to drive the investment scenario in the economy. While the reduction in interest rates would be supportive of a pickup in private capital expenditure, the overall investment scenario could remain cautious amid global uncertainties.

The ongoing uncertainties surrounding global trade policies are expected to impact international trade flows. Thus, India's merchandise exports may continue to remain under pressure. However, the relative resilience of India's

services exports is expected to offer some comfort. Overall, India's current account deficit is projected to remain largely manageable in the current fiscal year. Heightened trade policy uncertainty is likely to keep overall investment sentiment subdued, resulting in muted FDI inflows in FY26. FPI flows are also expected to remain volatile amidst global uncertainties.

Overall, several factors, including domestic inflationary pressures, a favourable agricultural outlook, and policy rate cuts by the RBI, are expected to support the Indian economy. However, the external environment remains uncertain, with global economic volatility and trade-related headwinds likely to pose ongoing challenges.

Building on the initiatives of FY25, the Company's management is committed to spearheading innovation and driving substantial growth within the sector. The strategic focus will encompass:

We commit ourselves to continuously strengthen our core rating processes to improve accuracy, reliability, and market responsiveness. Additionally, we will expand the use of cutting-edge technology across core functions and support areas to streamline operations and enhance decision-making.

We are committed to open, transparent, and effective communication with all stakeholders, enhancing transparency and trust.

Proactive HR initiatives: We will attract and retain top talent through innovative HR strategies, focusing on creating a dynamic workplace culture that fosters growth and satisfaction.

Leadership development: We will invest in comprehensive skills development, encompassing both technical and soft skills training, ensuring our team is well-equipped to meet current and future challenges. Furthermore, we are dedicated to cultivating future leaders by providing opportunities to lead and fostering a culture of empowerment and innovation.

With a clear vision for the future, the Management is dedicated to repositioning the Company on a sustained growth trajectory. The foundations laid in FY25 are already yielding positive results, and we anticipate further positive outcomes as these strategies take effect.

The Company's Financial Performance for the year ended March 31, 2025, is summarised below:

(Rs. in crore)

The total income for the financial year was Rs. 388.07 crore, a 18% increase from FY24, while the other income stood at Rs. 51.39 crore, a 9% increase from the previous year. Revenue from operations increased to Rs. 336.68 crore in FY25. The ratings income rose by 19% in FY25.

Your Company's total expenditure in the financial year was Rs 191.06 crore, 14% higher than the previous year. Salary expenses at Rs 146.24 crore in FY25 were 17% higher than the previous year. At Rs. 147.99 crore, FY25 net profit increased as compared to the previous year, aided by an increase in total income.

During the year, your Company paid an interim dividend of Rs 7/- per equity share, amounting to a pay-out of Rs 20.94 crore. The Board has recommended a final dividend of Rs. 11 per equity share, amounting to a payout of Rs. 32.86 crore for FY 2024-25, for approval by members at the ensuing Annual General Meeting.

The dividend recommended is in accordance with the Company's Dividend Distribution Policy and would be paid in compliance with the applicable rules and regulations. The Dividend Distribution Policy is available on the website of the Company at:

During the year under review, the Company did not transfer any amount to the general reserve.

In FY24, we moved to a verticalised approach for the business development team, a shift from the previous geographical model. This strategic shift has significantly optimised our resources, resulting in a sustained uptick in new business acquisitions in FY25.

Our ongoing efforts to expand our footprint across geographies have increased our overall new rating market share (by count). This underscores our position as the leading credit rating agency, with clients placing their trust in us as their go-to partner. In FY25, aligned with our ‘Quality Led Growth' strategy, we onboarded over 200 clients who were rated in the ‘A' and above category in FY25. The focused approach we followed in improving our presence in the capital market helped us enhance our market share in capital market issuances, both in public and private placements.

We continued to perform well in the securitisation market, with growth in rated volumes exceeding 55% during FY25 compared to FY24. In FY24, SEBI entrusted rating agencies with the task of monitoring the proceeds of corporate equity issuances. Through our efforts, we have secured a leadership position in this space for FY25.

In FY25, the Company continued to implement its Disaster Recovery Plan to ensure business continuity in the event of unexpected shutdowns resulting from circumstances such as natural events or security issues. Key activities included:

1. Execution of Disaster Recovery (DR) for Business-Critical Applications:

• Core business applications were shut down from the Production/Live Environment at the Data Centre (DC).

• All business applications were routed through the Disaster Recovery (DR) site for 7 days.

• Successfully resumed business applications from the Primary Data Centre after the DR period.

2. Unplanned Business Continuity and Disaster Recovery Plan:

• Successfully executed an unplanned Business Continuity and Disaster Recovery Plan to address unforeseen disruptions.

These measures ensured that the business operations remained uninterrupted and resilient in the face of potential disruptions.

The Company completed the evaluation of the Security Operations Centre (SOC) to monitor, prevent, detect, investigate, and respond to Cyber Threats around the clock. This will improve the security posture and will be rolled out in Q1 FY26.

In FY 25, as per the information security strategy, the Company initiated a phishing simulation for employees to increase their awareness and ensure they do not fall prey. Additionally, the Company has conducted information security awareness training for all users, including senior management.

During the fiscal year, the technology setups at the Ahmedabad, Chennai, and Hyderabad offices were relocated to new premises equipped with state-of- the-art technology equipment. The Company also implemented High Availability of Firewalls and Switches in all its branches.

In FY25, the Company further enhanced its Machine Learning (ML) models used to extract financial and operational data from publicly available corporate filings. These models now cover a wide range of document formats and have improved accuracy and contextual understanding. Continuous training and fine-tuni ng of the models have led to better data quality, thus improving analyst productivity and reducing turnaround times.

Following the development of the new website, the Company has enhanced its features and functionalities while also ensuring compliance with regulatory requirements. In FY25, the subsidiary companies launched new websites to ensure a unified brand vision across the group. In addition, business applications supporting the ratings analyst team made significant enhancements for ratings letters, press releases, and regulatory reports, which would improve analyst efficiency.

In FY25, the Company performed a seamless document migration, which forms the document repository backbone for the new rating platform.

In FY25, the development of the next-generation rating platform continued in collaboration with a technology partner. This platform is being built using secure, scalable cloud-native technologies and incorporates advanced AI/ML capabilities to support intelligent document processing and decision support for analysts. Following an agile development approach, a phased rollout of key modules has begun, starting with internal testing for some modules.

To enhance the quality, consistency, and compliance of press releases, the Company developed an in-house tool. This tool leverages Machine Learning (ML) and Natural Language Processing (NLP) to validate the documents.

FY25 saw us not only sustaining but also increasing our branding and visibility efforts manifold in terms of our share of voice. Through targeted high-quality outreach activities and a strengthened media presence, we have worked diligently to communicate our insights and thought leadership.

We aimed to position ourselves as a knowledge-centric brand. Our monthly newsletters on infrastructure and BFSI segments are disseminated among market intermediaries, and our monthly publication, ‘Foresights,' continues to deliver valuable insights into the health of domestic markets, earning kudos from our clients and bankers. Our brand is further amplified by numerous outreach events and knowledge-sharing forums conducted throughout the year.

CareEdge Global made history as the first Indian credit rating agency to enter the Global Scale Ratings space, through its subsidiary CareEdge Global IFSC Ltd. This milestone was marked by the unveiling of our Sovereign Ratings for 39 countries, solidifying our commitment to providing world-class insights into global economies. The event, hosted in GIFT City, Gandhinagar on October 3, witnessed the presence of esteemed guests and panellists, including Shri K. V. Kamath, a renowned corporate leader; Shri Sanjeev Sanyal, Member of the Economic Advisory Council to the Prime Minister (EAC-PM); and Shri Ashishkumar Chauhan, MD & CEO, NSE India. The Fireside Chat session with them on "The State of the Global Economy” and "The Role of Sovereign Ratings” was moderated by Mehul Pandya, MD and Group CEO of CareEdge. Najib Shah, Chairman of CareEdge, delivered the opening address. Revati Kasture, Executive Director of CareEdge Ratings and CEO of CareEdge Global, provided insights into the journey of CareEdge Global. The other dignitaries present were Shri Kalyanaraman Rajaraman, Chairman of IFSCA; Shri Pramod Rao, Board Member of IFSCA and ED of SEBI; Dr. Dipesh Shah, ED of IFSCA; and Shri Pradeep Ramakrishnan, ED of IFSCA. The event garnered exceptional media attention, with coverage from over 1,500 national and international media houses and news agencies. It achieved staggering global exposure, reaching an audience of over 2.1 billion across various platforms worldwide.

Our flagship event, ‘CareEdge Conversations,' held in Mumbai and Pune, featured influential thought leaders and industry experts, reinforcing our leadership in the field. The presence of dignitaries, including G20 Sherpa Shri Amitabh Kant and RBI Deputy Governor Shri Rajeshwar Rao, added significant value to these conversations.

Among the various events organised, the closed-door roundtable in Mumbai in June ‘24, which focused on decoding the data centre ecosystem, was well received. This roundtable facilitated dynamic discussions among data centre operators, senior bankers, and private equity participants, aiming to uncover actionable insights and strategies for enhancing the connectivity ecosystem, share industry trends and challenges, suggest solutions, and explore collaboration opportunities. The Delhi roundtable event in August ‘24 focused on the cement sector, bringing together professionals from the cement industry to interact with our team and share their insights. For the BFSI sector, we organised a round table on Securitisation in November 2024, which brought together originators, investors, intermediaries, etc, under one platform and was followed by a round table event "Charcha - Navigating Growth Amid Risks” in Jaipur in March 2025, which leading market participants graced.

CareEdge hosted over 30 enriching webinars and conferences and participated in 127 speaker and knowledge-sharing forums. These sessions have not only served as platforms for dialogue but have also enabled us to produce a wealth of content, including knowledge papers, thematic reports, and regular updates such as the Morning Brief and Foresights, alongside specialised BFSI and Infrastructure rating newsletters.

Our knowledge partnerships with leading entities, such as the ET MSME Awards, Business Standard MSME Awards, Free Press Journal's Best Annual Report Awards, Assocham's 16th Mutual Fund Summit, and the Global Real Estate Brand Awards 2024, played a crucial role in amplifying our visibility and influence.

Social media has played a crucial role in amplifying our reach, significantly enhancing our visibility and engagement across platforms, and solidifying our presence in the digital landscape. Furthermore, the Company's investor relations outreach continues to foster robust connections with the financial community, ensuring our stakeholders remain well-informed and engaged.

• Mehul Pandya, MD and Group CEO, CareEdge, delivered a lecture under the ‘India-Ireland Friendship Lecture Series' on ‘Sustainable growth through a nuanced approach on Credit and ESG Ratings' organised by the Embassy of India in Dublin on July 10, 2024

• At the invitation of the Observer Research Foundation, our MD and Group CEO, Mehul Pandya, gave a spotlight address on ‘Reworking Ratings - Tackling Credit Bias in the Global South', at the Cape Town Conversation in South Africa, November 26, 2024

• CareEdge MD and Group CEO, Mehul Pandya, was invited to provide his perspective on ‘Capital Market Developments in Asia' at the Annual Conference organised by the Association of Credit Rating Agencies in Asia (ACRAA) in Ho Chi Minh City, Vietnam, on December 06, 2024

• CareEdge MD and Group CEO, Mehul Pandya, addressed the members of India South Africa Business Forum, Consulate General of India, Regulators, and other business participants as a part of CareEdge South Africa Conversations at Johannesburg on February 6, 2025.

• Mehul Pandya, MD and Group CEO, CareEdge and Saurav Chatterjee, Director & CEO, CareEdge Africa, were invited as esteemed panellists at the Africa Peer Review Mechanism's discussion forum on ‘The Roadmap for Setting Up the African Credit Rating Agency (AfCRA)' held from October 8-10, 2024, in Cairo, Egypt. The event was attended by representatives from the United Nations Economic Commission for Africa, the Ministry of Finance, the African Central Bank, African multilateral institutions, European DFIs, domestic rating agencies in Africa and capital market arrangers.

• Revati Kasture, Executive Director of CareEdge Ratings & CEO of CareEdge Global participated in a G20 x FC4S India Private Sector Roundtable hosted by the International Financial Services Centres Authority (IFSCA), the UNDP Financial Centres for Sustainability (FC4S) Network, and the UNDP, held at the Gift City, Gandhinagar on May 31, 2024

• Revati Kasture, Executive Director at CareEdge Ratings and CEO of CareEdge Global, delivered a compelling speech emphasising the significance of transparency and objectivity in sovereign ratings at SWFI FORT UAE 2025 in Abu Dhabi, on January 21, 2025

• Revati Kasture, Executive Director and Rajani Sinha, Chief Economist at CareEdge Ratings, were invited to be one of the esteemed women leaders to mentor at the ‘1000 Women leaders Program' conducted by Jombay. It is one of the largest cohorts of mid-career women professionals undergoing a development journey in India

• Sachin Gupta, ED and Chief Ratings Officer at CareEdge Ratings, was invited to moderate the panel discussion on ‘Infrastructure - Road to Sustainability' at the ‘India Debt Capital Market Summit 2024 - Innovate, Elevate, Accelerate', on November 29, 2024

• Sachin Gupta, Chief Rating Officer, CareEdge Ratings, was invited as a speaker to share his expert insights on ‘Decade of Responsible & Sustainable Infrastructure Financing' at the 6th Annual Bond Investor Conference, Mumbai. The conference was organised by NIIF IFL on February 17, 2025

• Rajani Sinha, Chief Economist, CareEdge Ratings, was one of the eminent economists invited to interact with Hon'ble Prime Minister, Shri Narendra Modi Ji, ahead of Union Budget 2025-26 at NITI Aayog, on December 24, 2024

• Rajani Sinha, Chief Economist, CareEdge Ratings, was invited as a panellist to share insights on ‘Economic Growth and Global Competitiveness by 2047' at Sushma Swaraj Bhawan, New Delhi. The conference was organised by NITI Aayog on February 7, 2025.

• Jinesh Shah, Chief Financial Officer at CareEdge Ratings, was invited to be one of the panellists to address the newly qualified Chartered Accountants by the ICAI, on August 31, 2024

• Sanjay Agarwal, Senior Director at CareEdge Ratings, was invited as a panellist at The Institute of Chartered Accountants of India (ICAI)'s event on ‘Viksit Bharat 2047' on July 5, 2024, in Mumbai

• Rajashree Murkute, Senior Director, CareEdge Ratings, was invited as a faculty speaker for a conference in Manila on April 18, 2024. The discussion was on the evaluation and financing of infrastructure projects, and this session was co-sponsored by ACRAA and Capital Market Development Foundation Inc

• Ranjan Sharma, Senior Director at CareEdge Ratings, was invited to moderate a panel discussion on ‘RAHSTA (Road) ahead for Construction Equipment Industry' at the RAHSTA Expo 2024, in Mumbai on October 10, 2024

• Kunal Shah, Head Strategy and New Initiatives at CareEdge Ratings, participated in the Asia Credit Rating Beijing Summit 2024 on September 12, 2024, and delivered key insights during two important roundtable sessions themed "Reinventing CRAs in a Changing World of Advancing Technology and Disruptive Global Developments”.

• CareEdge Global, along with India International Exchange (IFSC) Ltd (India INX) and International Financial Services Centres Authority (IFSCA), hosted ‘The Dialogue' on ‘Navigating GIFT City Issuances' in New Delhi, on February 27, 2025. The session brought together industry experts, regulators, and market participants, providing a comprehensive platform for discussing the advantages and operational modalities of raising funds via the GIFT City route.

• CareEdge Global successfully hosted ‘The Dialogue', an interactive session "Navigating GIFT City

Issuances” in Mumbai, on December 16, 2024. The event brought together industry experts, regulators and market participants to explore the potential and opportunities of debt issuances at GIFT City

• Revati Kasture, Executive Director at CareEdge Ratings and CEO of CareEdge Global, delivered a special address, ‘Sovereign and Global Scale Ratings - A fresh perspective'. She was also part of a panel discussion, ‘Primary markets: Global and Regional perspective' at the maiden Global Securities Markets Conclave (GSMC) 1.0 in GIFT City, Gujarat, on January 17, 2025

• In April 2024, CareEdge Africa signed a Memorandum of Understanding with the African Peer Rating Mechanism (APRM) to provide technical & financial collaboration for setting up Africa Credit Rating Agency (AfCRA). This partnership aims to provide technical and financial assistance for establishing a Pan African Credit Rating Agency. The official signing ceremony was held on April 25^th in Mauritius.

• In July 2024, CareEdge Africa was invited to participate in the Experts Meeting of the 7th Specialized Technical Committee (STC) on Finance, Monetary Affairs, Economic Planning and Integration convened by the African Union in Tunis.

• In October 2024, APRM convened a meeting of experts in Cairo between 8-10^th October to discuss the roadmap for AfCRA where CareEdge Africa was an invitee.

• CareEdge Nepal hosted its ‘Conversations' event on "Enhancing Capital Markets in Nepal” in Kathmandu on November 24, 2024. The event witnessed participation from representatives comprising regulatory bodies, industrialists, bankers, merchant bankers and other notable figures

• The Free Press Journal and CareEdge conducted the 3^rd edition of India's Best Annual Report Awards - 2024 in Mumbai. Mehul Pandya, MD and Group CEO, CareEdge, was one of the esteemed jury members. CareEdge Advisory was the knowledge partner for the event, led by Swati Agrawal, President and CEO, CareEdge Advisory

• Swati Agrawal, CEO - CareEdge Advisory and Research, was a panellist at the ASSOCHAM organised Global ESG Conclave 3.0 in New Delhi, on September 26, 2024. CareEdge Advisory was the official knowledge partner at the event, where our ESG report was released

• CareEdge Analytics was honoured at the Credit Risk Management Summit & Awards 2024, held on April 19 at The Westin Mumbai Garden City. The award was for the best use of technology in credit risk management

• CareEdge Analytics proudly introduced https:// reitsinfraedae.com/. India's premier data benchmarking platform for listed REITs in the real estate and infrastructure sectors. on August 30. 2024. Supported by the Securities and Exchange Board of India (SEBI). ReitsInfraEdge is a one-stop portal designed to empower investors with comprehensive. up-to-date information and interactive tools.

• CareEdge Analytics proudly announced the launch of EdgeAvira.AI, the next-gen AI-driven platform designed to transform credit underwriting. risk monitoring. early warning systems (EWS) and predictive analytics for financial institutions on February 27. 2025.

• CareEdge Analytics hosted the Risk Management Conclave 2025 in Colombo. Sri Lanka. The event brought together industry leaders and experts to discuss the future of risk management. digital transformation and financial innovation. With the theme ‘Shaping the Future of Risk Management'. the conclave featured engaging panels and fireside chats. offering valuable insights into the evolving financial ecosystem locally and globally on February 7. 2025.

• Rohit Inamdar. CEO at CareEdge ESG Ratings. was one of the esteemed panellists at the ‘Mint Annual BFSI Summit & Awards' on January 17. 2025. at the ITC Grand Central. Mumbai. The discussion was focused on ‘Climate financing by banks in India'.

In our endeavour to be recognised as an employer of choice. the Company has focused on skill development through various training interventions throughout the year. Continuing with the aim to deliver efficient and high-quality services. the Company has paid special attention to retaining talent and recruiting new personnel. The Company's Employee Engagement Scores and Employee Net Promoter Score saw a significant positive uptick this year.

• Growth opportunities:

Along with the internal job rotations. the formation of our new entity. CareEdge Global. opened up doors for unique and valuable opportunities for our employees in the global space through transfers and secondments at various levels.

• Learning opportunities:

o Focused and customised in-person behavioural training programmes conducted for both Analytics and BD teams. The programme focused on areas like ‘Assertive Communication'

for the Analytics team. ‘Negotiation skills' for the BD team. and ‘Unleash the Leader in You' for the first-time team leaders

o Recognising the persistent challenges of the glass ceiling. the Company selected eight high-performing women from diverse functions and levels to participate in the ‘1000 Women Leaders' programme. aiming to cultivate leadership potential and promote gender diversity.

• Employee Connect:

o Introduced formal interactive sessions to provide a platform to connect with senior management and understand the feedback from the ground.

• Reward and Recognition:

This year. we introduced the ‘Long Service Rewards' programme to honour employees who have completed 10. 20 or 25 years in the organisation. by recognising their dedication through awards and felicitations.

• Employee Engagement:

While the festive celebrations continued across locations. we introduced Sports Day at all locations. These events saw enthusiastic participation and excitement amongst all.

The Company has six subsidiaries: CARE Ratings (Africa) Private Limited. CARE Ratings Nepal Limited. CARE ESG Ratings Limited (formerly known as CARE Advisory Research and Training Limited). CARE Analytics and Advisory Private Limited (formerly known as CARE Risk Solutions Private Limited). CARE Ratings South Africa (Pty) Limited and CareEdge Global IFSC Limited.

Operating since 2014. CareEdge Africa has contributed significantly to the development of the debt capital market in Mauritius.

In FY25. CareEdge Africa saw a 48% increase in revenue. driven by a rise in the total volume of debt rated. stemming from both new assignments and ongoing surveillance activities. Looking ahead. CareEdge Africa is strategically planning to broaden its operational reach into additional African territories. primarily targeting countries within Eastern & Southern Africa. The aim is to leverage the CareEdge Group's vast experience in the Indian and Mauritian markets. utilising this knowledge to foster the adoption of credit rating practices within Africa's capital market ecosystem through comprehensive training. advisory services. and advanced technology- driven analysis.

In October 2023, the company set up a 100% subsidiary - CARE Ratings South Africa (Pty) Limited in South Africa (CareEdge South Africa). In October 2024, CareEdge South Africa has received license (FSCA-CRA-007) from Financial Sector Conduct Authority (FSCA), South Africa to conduct and issue credit ratings on Corporate Bonds, Sovereign Ratings, Financial Institutions, Structured Finance and Green & Sustainability Linked Bonds. In April 2024, the company had signed an MOU with African Peer Review Mechanism (APRM) for providing financial and technical assistance in setting up of the African Credit Rating Agency (AfCRA).

In FY25, CareEdge Nepal's work has been strategically guided by key drivers such as customer acquisition and retention, operational efficiency, digital transformation, service innovation, strategic partnerships, and strong leadership. Staying true to our vision of prioritising customer satisfaction and sustainable business growth, we have delivered meaningful outcomes in a challenging and evolving financial environment.

Despite obstacles such as restricted exposure approvals by banks because of rising non-performing loans (NPLs), unhealthy competition, and limited awareness in Nepal's capital market about credit ratings, we successfully enhanced our market presence through a series of focused outreach activities. These included extensive knowledge-sharing sessions with financial institutions, proactive engagement with regulators and industry partners, and the launch of CareEdge Group's flagship event, ‘CareEdge Conversations', which enabled valuable strategic discussions with existing clients, bankers, and stakeholders.

As a result of these sustained efforts, we achieved a 26% increase in revenue in FY25, along with a 15% rise in profitability. Most notably, CareEdge Nepal secured the leading market position in Nepal, holding the highest market share in both initial and surveillance cases, which is a strong testament to our growing credibility and client trust.

As of 16 October 2023, the operations of CARE ESG Ratings Limited (erstwhile CARE Advisory Research & Training Limited), including its assets, clients and human resources, were transferred to CARE Risk Solutions Private Limited) (CRSPL) under a Business Transfer Agreement signed on 30 September 2023. Accordingly, there are two divisions of businesses, i.e. CareEdge Analytics and CareEdge Advisory. On 26 October 2023,

CRSPL was renamed as CARE Analytics and Advisory Private Limited.

With over 18 years of expertise, CareEdge Analytics has transformed into a FinTech entity under the CareEdge umbrella, establishing itself as a deep-rooted credit tech firm. We specialise in providing advanced, Gen-AI- powered risk and compliance solutions to banks and financial institutions through our enterprise platform, EdgeAvira.ai. Backed by the strength of our parent company, CareEdge Ratings, we deliver cutting-edge analytical capabilities and have successfully executed over 100 implementations across India, Sri Lanka, and Bhutan. Our strategic transformation reflects a renewed focus on credit risk, compliance, and innovation. As we continue to scale, we are actively expanding into high-potential markets across the Middle East and Africa.

Risk Solutions:

CareEdge Analytics offers a robust range of risk solutions, including Intelligent Credit Processing, Intelligent Credit Monitoring and Regulatory Reporting aligned with Basel, ICAAP and IFRS. These solutions help financial institutions streamline credit lifecycle processes, strengthen risk assessment and ensure compliance with evolving regulatory standards.

Consulting:

CareEdge Analytics provides specialised consulting services across credit risk modelling, model risk management (MRM), model validation and governance advisory. The firm develops and validates internal models, enhances model governance and gives advises on risk policies and stress testing. It also offers valuation of complex instruments like MLDs and strategic consulting on credit policy, compliance and transformation.

Data Services:

CareEdge Analytics enables financial institutions to build structured, high-quality data ecosystems through end-to-end data preparation, system integration and governance support. These services enhance data accuracy, streamline reporting and empower institutions with actionable insights for regulatory and business decision-making.

CareEdge Advisory continued its growth momentum well into FY25. CareEdge Advisory operates business lines including Industry Research, Corporate Advisory, Grading, and ESG services. During FY25, all the business lines as well as sub-segments exhibited substantial

growth, continuing the momentum from the previous year. Industry research business segment expanded backed by buoyant capital markets, deep sectoral knowledge base, and significant acceptance across the customer segments. Notably, this division also made significant strides in new industry segments like BFSI, alternative investments, and private credit, industrial automation, and entertainment sectors, in addition to consolidating its position in traditional sectors like infrastructure and manufacturing.

The corporate advisory segment also grew due to intensive efforts put in by the teams in the current and previous years. The analytical insights generated by these assignments have been well accepted by the user segments, leading to increased business growth as well as good client testimonials. Expertise and capacity have been built to now take this vertical ahead and expand the offerings. Our Grading services have also exhibited superlative growth, backed by the requirement for a reliable third-party independent assessment by the investors as a critical input to their decisionmaking exercise.

On the ESG services business, significant strides have been achieved. The services suite is ever evolving, and the teams are well equipped to handle the complexity of the assignments. During the year, notable assignments were successfully concluded, which include Third Party Review (TPR) for India's first Green Infrastructure Bond issued by DME Development Ltd (subsidiary of NHAI) as well as third party opinion for Green Deposits/ESG financing framework for Banks. In addition, our ESG Division has also undertaken impact studies for Green Deposits, Green Bonds, and CSR projects. Our commitment to delivering transparent and comprehensive ESG reporting is exhibited through our ESG integration and reporting services, where we have collaborated with Industry clients on both domestic and international ESG reporting such as Business Responsibility and Sustainability Reporting (BRSR), Global Reporting Initiative (GRI), and International Integrated Reporting Council (IIRC). Quite a few of these reports are now available in the public domain.

In terms of clientele, our customer base has widened, and our esteemed client roster includes prominent names from fund houses, PSUs, banks, financial institutions, manufacturing sectors, and municipal corporations.

ESG ratings, which serve as an independent assessment of a company's sustainability journey, are becoming a key consideration for investors, stakeholders, and regulators alike. Recognising this, the CareEdge Group embarked on a significant journey into the realm of ESG (Environmental, Social and Governance) ratings by establishing a wholly-owned subsidiary, CARE ESG Ratings Limited (CareEdge ESG).

CareEdge ESG received its license from SEBI and is registered as a Category I ESG rating provider under the issuer-pays model. While the adoption of ESG is gaining importance, our team has devised a robust methodology to do ESG assessments and is being further strengthened by an external rating committee to assign the ratings. The business team has been engaging with clients to convey our differentiated approaches and the value that we bring to the stakeholders. ESAF Small Finance Bank was the first client to receive an ESG rating from CareEdge ESG.

After serving the Indian Debt markets for over three decades, CareEdge Ratings, through its 100% subsidiary CareEdge Global IFSC Limited (CareEdge Global) ventured into Global Scale Ratings in October 2024. CareEdge Global has received a license to undertake global-scale and sovereign ratings from IFSCA.

We are proud to communicate that CareEdge Global is the first Indian credit rating agency to venture into the international credit ratings space. The Company believes that CareEdge Global offers a credible alternative in the international ratings market, which is currently oligopolistic, by offering rating services underpinned by a robust framework emphasising transparency, consistency, local approach, and authenticity. The launch event, which was held in GIFT City, Gujarat, was well attended by a galaxy of dignitaries, including senior officials from the Government of India, Regulators, reputed economists, corporate leaders, among others. The launch event saw the unveiling of the sovereign ratings assigned by CareEdge Global to 39 countries, including India. CareEdge Global has a very reputed External Rating Committee comprising industry professionals from across the continents and renowned economists who assign the ratings.

The details of loans, guarantees and investments covered under Section 186 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014, are given in the notes to the Financial Statements forming part of this Report.

All transactions during FY25 with Related Parties as defined under Section 188 of the Act and Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”) were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract/ arrangement/transaction referred to in Section 188 of the Act with related parties which could be considered

material. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Act in Form AOC-2 is not applicable.

Details of transactions with related parties as required under IND AS-24 are set out in Notes to Accounts-Note No. 32 of the Standalone Financial Statements forming part of this Annual Report.

As required under Regulation 23(1) of the SEBI Listing Regulations, the Company has formulated a Policy on the Materiality of and dealing with Related Party Transactions, which is available on the website of the Company at https://www.careratings.com/Uploads/ newsfiles/FinancialReports/1679040518 Policy%20 on%20Materialitv%20of%20and%20dealing%20with%20 Related%20Partv%20Transactions.pdf

There are no applications made or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

There are no instances of one-time settlements during the financial year.

Mr. Manoj Chugh (DIN:02640995) was appointed as an Additional Director (in the category of Non-Executive Independent Director) w.e.f. May 9, 2024. Shareholders of the Company approved his appointment as Independent Director of the Company for a term of three consecutive years at the Annual General Meeting of the Company held on July 9, 2024.

Mr. Adesh Kumar Gupta (DIN: 00020403) completed his second term as an Independent Director of the Company at the 31^st Annual General Meeting held on July 9, 2024 and accordingly ceased to be an Independent Director of the Company with effect from July 9, 2024.

Ms. Nehal Shah had resigned as Company Secretary and Compliance Officer of the Company, effective August 31, 2024.

Mr. Manoj Kumar CV was appointed as Company Secretary and Compliance Officer of the Company with effect from September 1, 2024.

By the Articles of Association of the Company and provisions of Section 152(6)(e) of the Act, Mr. Mehul Pandya, Managing Director and Group CEO (DIN: 07610232), will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

Further, Mr. Najib Shah (DIN:08120210), Ms. Sonal Desai (DIN: 08095343) and Dr. M. Mathisekaran (DIN: 03584338), Independent Directors of the Company, will complete their second term as Independent Director at the ensuing Annual General Meeting and accordingly will cease to be Independent Directors of the Company with effect from July 10, 2025.

The Independent Directors of the Company have submitted their declaration of independence as required under Regulation 25(8) of the SEBI Listing Regulations and Section 149(7) of the Act confirming that they meet the criteria of independence under Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations.

The Board is of the opinion that the Independent Directors fulfil the conditions specified in these Regulations and are independent of the management. There has been no change in the circumstances affecting their status as Independent Directors of the Company. Furthermore, the Independent Directors of the Company possess the requisite qualifications, experience, and expertise in the fields of finance, strategy, auditing, tax, risk advisory, and financial services, and they uphold the highest standards of integrity.

The Board of Directors met 5 (Five) times during the Financial Year ended 2024-25 on May 9, 2024; August 7, 2024; October 23, 2024; January 30, 2025 and March 12, 2025. The particulars of meetings held and attended by each Director are detailed in the Corporate Governance Report, which forms part of this Report. The intervening gap between two consecutive Board Meetings did not exceed 120 days.

The Company has established a vigil mechanism for Directors and Employees in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the SEBI Listing Regulations, to report genuine concerns and to provide adequate safeguards against the victimisation of persons who may use this mechanism. During the year, the Company affirms that no employee of the Company was denied access to the Audit Committee. The said policy is also available on the website of the Company at https://www.careratings.com/Uploads/newsfiles/ FinancialReports/1679040341 Whistle%20Blower%20 Policy.pdf

The Policy of the Company on Directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is appended as Annexure - I to this Report and is also available on the website of the Company at https://www.careratings.com/Uploads/newsfiles/ FinancialReports/1679040649 NOMINATION%20&%20 REMUNERATION%20POLICY.pdf

Pursuant to the provisions of the Act and SEBI Listing Regulations, an annual performance evaluation of the Board and its Committees and other individual Directors is required to be undertaken to assess the performance of the Board and its Committees to improve effectiveness.

The Board Evaluation Cycle for FY 2024-25 was completed internally by the Company, which included an evaluation of the Board as a whole, Board Committees, and other individual Directors of the Company.

The Board's functioning is evaluated after taking inputs from the Directors on various aspects, including inter alia, the degree of fulfilment of key responsibilities, the board structure and composition, the establishment and delineation of responsibilities to various committees, the effectiveness of the Board's processes, information and functioning.

The Committees of the Board were evaluated based on inputs from committee members, using criteria such as the degree of fulfilment of key responsibilities, the adequacy of committee composition, and the effectiveness of meetings.

The Board reviewed the performance of individual directors on aspects such as attendance and contributions at Board and Committee meetings, as well as guidance and support provided to management outside of these meetings.

Further, a separate meeting of independent directors was held by the Independent Directors on March 12, 2025, where they reviewed the performance of the Board and the quality, quantity and timeliness of the flow of information between the Company, Management and the Board.

As of March 31, 2025, the Board has the

following committees:

i. Audit Committee;

ii. Nomination and Remuneration Committee;

iii. Stakeholders Relationship Committee;

iv. Corporate Social Responsibility and Sustainability Committee;

v. Risk Management Committee;

vi. Rating Sub-Committee;

vii. Strategy and Investment Committee and;

viii. Technology Committee.

A detailed note on the composition of the Board and its Committees is provided in the Corporate Governance Report.

The Company has an Internal Financial Control System commensurate with the size, scale and complexity of its operations.

The Company has adopted accounting policies which are in line with the Indian Accounting Standards notified under Section 133 and other applicable provisions, if any, of the Act, read together with the Companies (Indian Accounting Standards) Rules, 2015.

The Company, in preparing its financial statements, makes judgments and estimates based on sound policies and uses external agencies to verify and validate them as and when appropriate. The basis of such judgments and estimates is also approved by the Statutory Auditors and Audit Committee.

The Internal Auditor evaluates the efficacy and adequacy of internal control systems, accounting procedures and policies adopted by the Company for the efficient conduct of its business, adherence to the Company's policies, safeguarding of the Company's assets, prevention and detection of fraud and errors and timely preparation of reliable financial information, etc. Based on the report of the internal audit function, process owners undertake corrective actions in their respective areas, thereby strengthening the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

M/s. BSR & Co. LLP (Firm Registration No. 101248W/W- 100022) was appointed as the Statutory Auditors of the Company for a period of five years up to the conclusion of the 33^rd Annual General Meeting of the Company.

The Notes on the financial statement referred to in the Auditor's Report are self-explanatory and do not call for any further comments. The Auditor's Report does

not contain any qualification, reservation, adverse remark or disclaimer.

The disclosure relating to fees paid to Statutory Auditors is provided in the Corporate Governance Report annexed to this Report.

During the year under review, no instances of fraud were reported by the Auditors under Section 143(12) of the Act and the rules framed thereunder, either to the Company or to the Central Government.

The Board of Directors of the Company has appointed Parikh and Associates, Company Secretaries, to conduct the Secretarial Audit of the Company for FY2025. The Secretarial Audit Report is appended to this Report as Annexure - IIA.

There are no qualifications, reservations, adverse remarks or disclaimers made by Parikh & Associates, Company Secretaries, Mumbai, in their secretarial audit report.

Further, Secretarial Audit Report for FY2025 of CARE Analytics and Advisory Private Limited, material unlisted subsidiary of the Company, is appended to this Report as Annexure - IIB.

In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, the Board at its meeting held on May 12, 2025, based on recommendation of the Audit Committee, has approved the appointment of Parikh & Associates, Practising Company Secretaries, a peer reviewed firm (Firm Registration No. P1988MH009800) as Secretarial Auditors of the Company for a term of five consecutive years commencing from FY 2026 till FY 2030, subject to approval of the Members at the ensuing AGM.

Maintenance of cost records and the requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

The Company has taken necessary steps and initiatives in respect of the conservation of energy to the possible extent to conserve the resources as required under Section 134(3)(m) of the Act and rules framed thereunder.

As the Company is not engaged in any manufacturing activity, the particulars of technology absorption as required under the section are not applicable and hence are not provided.

During the year under review, the Company has earned a foreign exchange equivalent of Rs. 380.16 Lakh and has spent Rs. 0.56 Lakh on foreign exchange.

There have been no material changes and commitments affecting the financial position of the Company which have occurred between March 31, 2025, and the date of this report other than those disclosed in this Report

There are no significant material orders passed by the Regulators/ Courts which would impact the ongoing status of the Company and its future operations.

The Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of the SEBI Listing Regulations with the Stock Exchanges, is annexed as Annexure-III to this Report.

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been appended as Annexure-IV to this Report.

The information required pursuant to Section 197 of the Act read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company is available for inspection by the members. Any member interested in obtaining such information may address their email to investor. relations@careedge.in

A Business Responsibility and Sustainability Report as per Regulation 34(2) of the SEBI Listing Regulations, detailing the various initiatives taken by the Company on the environmental, social and governance front, is provided as Annexure - V and forms an integral part of this Annual Report.

As required under Section 129 of the Act and Regulation 33 of the SEBI Listing Regulations, the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards and are a part of the Annual Report. Statements highlighting the performance of the subsidiary companies and their contribution to the overall performance of the Company are given in Form AOC-1 and have been appended as Annexure- VI to this Report.

Pursuant to provisions of Section 136 of the Act, the financial statements of the subsidiaries, as required, are available on the Company's website and can be accessed at https://www.careratings.com/financial-performance

The Company has formulated a Policy for determining Material Subsidiaries. The Policy is available on the Company's website and can be accessed at https://www.careratings.com/Uploads/newsfiles/ FinancialReports/1679040466 Policy%20for%20 determining%20material%20subsidiaries.pdf

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by the Securities and Exchange Board of India. The Report on Corporate Governance as per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations forms part of the Annual Report. The Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V(E) of the SEBI Listing Regulations, a Certificate by the Managing Director affirming the compliance of Code of Conduct and a Certificate of Non-disqualification of Directors provided by the Practicing Company Secretary form part of the Corporate Governance Report which has been appended as Annexure-VII.

Pursuant to the provisions of Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014 and Section 134(3)(a) of the said Act, the Annual Return containing details as on March 31, 2025 is available on the Company's website on: https://www. careratings.com/annual-reports

There was no change in Authorised Share Capital during the Financial Year ended on March 31, 2025. The Authorised Share Capital of the Company is Rs. 35,00,00,000/- (3,50,00,000 Equity Shares of face value of H 10/- each).

During the Financial Year ended on March 31, 2025, the Company has allotted 80,035 equity shares on account of the exercise of Stock Options under the Employee Stock Option Scheme, 2020, the details of which are given below:

In view of this, the paid-up share capital as on March 31, 2025, was H 29,93,21,480/- which consisted of 2,99,32,148 equity shares of H 10/- each.

As required in terms of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the disclosure relating to CARE Ratings Limited ESOP Scheme is available on the Company's website at: https://www.careratings. com/annual-reports

The Company has not accepted or renewed any deposits within the purview of Chapter V of the Act during the year under review.

The following are the updates on certain matters:

A. SEBI initially imposed a penalty of H 25 Lakh and subsequently enhanced it to H 1 crore in respect of an adjudication proceeding initiated by it in relation to the credit ratings assigned to one of the Company's customers and the customer's subsidiaries under Section 15HB of the SEBI Act, 1992. An appeal has been filed before the SAT. The case is pending as of this date.

B. In the suit filed by 63 Moons Technologies Ltd., the Hon'ble Madras High Court passed an Order dated February 1, 2023, directing the Company amongst other respondents to deposit 10% of the total value of the suit claim in the Madras High Court, as a means of furnishing security, failing which the interim order of injunction restraining the Company from dealing with any of its assets will continue till the suit is disposed of. The Company has filed appeals against the said order before the Division Bench of the Madras High Court, which are currently pending as of this date.

During the Financial Year 2024-25, there was no change in the nature of business of the Company.

The Company has always believed in providing a safe and harassment-free workplace for every individual working on the Company's premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment, including sexual harassment.

The Company has a policy on the Prevention of Sexual Harassment at the Workplace. The Policy aims at the prevention of harassment of employees and lays down the guidelines for the identification, reporting and prevention of undesired behaviour. An Internal Complaints Committee (ICC) has been set up as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, in order to investigate any complaints/ issues related to sexual harassment. ICC is responsible for the redressal of complaints related to sexual harassment and follows the guidelines provided in the Policy.

During the year ended March 31, 2025, the ICC did not receive any complaints pertaining to sexual harassment.

The Board of Directors of the Company has constituted a Risk Management Committee consisting of members of the Board of the Company to frame, implement and monitor the risk management plan for the Company. The composition of the Committee is in compliance with Regulation 21 of the SEBI Listing Regulations, and the detailed composition is provided in the Corporate Governance Report. The Company has a Risk Management Framework to identify and evaluate internal and external risks faced by the Company.

The risk management framework defines risk identification and its management across the enterprise at various levels, including documentation and reporting. The Framework helps in identifying risk trends, exposure and potential impact analysis on a Company's business in order to minimise the adverse impact of any type of risk on the business objectives.

As a part of CARE Ratings' initiatives under Corporate Social Responsibility (CSR) in FY 2024-25, your Company released payments amounting to Rs. 2.75 crores (P.Y.: Rs.2.28 crores) in areas of healthcare, education,

supporting defence forces & families, community development, sustainability & rehabilitation.

The Board has constituted a Corporate Social Responsibility and Sustainability Committee (CSRS Committee) in accordance with Section 135 of the Act. The CSR Policy has been devised based on the recommendations made by the CSRS Committee. The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure VIII of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR policy is available on the website of the Company at https://www.careratings.com/Uploads/newsfiles/ FinancialReports/1679039991 Corporate%20Social%20 Responsibility%20(CSR)%20Policy.pdf

As per the Consolidated Financial Statements of the Company for FY2025, CARE Analytics and Advisory Private Limited became material subsidiary of the Company.

As required under Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability confirm that:

1. In the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as 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 the said year;

3. They have taken proper and sufficient care for the 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 fraud and other irregularities;

4. They have prepared the annual accounts for the financial year ended March 31, 2025, on a going concern basis;

5. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and have been operating effectively;

6. They have devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively.

The Company has complied with the applicable Secretarial Standards 1 & 2 issued by ICSI related to the Board and General Meetings.

The Directors are thankful to the Members for their confidence and continued support. The Board places on record its appreciation of the contribution of its employees to the Company's operations and the trust reposed in it by market intermediaries, issuers and investors. The Board also appreciates the support provided by the Reserve Bank of India, the Securities Exchange Board of India and the Company's Bankers.