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.

FY25: Driving Growth, Delivering Impact

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.

FY25: The Economic Backdrop

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.

Note: The growth figures for bank credit include the impact of the
merger of a non-bank with a bank. Data on corporate bond issuances
includes public issues and private placements. This data was extracted
from Prime Database on 12^th May 2025.

FY26: Looking Ahead

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.

Way Forward

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:

Improving rating operations and leveraging technology:

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.

Transparent and effective stakeholder engagement:

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.

Financial Performance

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

Summary of Financial Performance (Standalone)

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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.

Returns to Shareholders
Dividend

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:

https://www.careratings.com/Uploads/newsfiles/
FinancialReports/1679558992 21032023065712
Dividend Distribution Policy.pdf

Transfer to Reserves

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

Business Operations: Strategic Realignment

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.

Powered by Security, Driven by Innovation

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.

Modernising Ratings with Technology

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.

Outreach - Branding and Visibility

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.

FY25: Some of the Notable Events:

• 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’.

HR in Action: From Hiring to Retaining Top
Talent

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.

Highlights of some of the key initiatives of
FY25:

• 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.

Stronger Together: Advancing Our Subsidiaries

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.

CARE Ratings (Africa) Private Limited
(CareEdge Africa)

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).

CARE Ratings Nepal Limited (CareEdge Nepal)

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.

CARE Analytics and Advisory Private Limited
(erstwhile CARE Risk Solutions Private Limited)

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.

CareEdge Analytics

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

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 decision¬
making 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.

CARE ESG Ratings Limited (CareEdge ESG)

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.

CareEdge Global IFSC Limited (CareEdge
Global)

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.

Particulars of Loans, Guarantees or Investments
under Section 186 of the Companies Act, 2013
(“the Act”)

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.

Particulars of Contracts or Arrangements with
Related Parties

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

Details of application made or any proceeding
pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year, along
with their status as at the end of the financial
year

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.

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

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

Directors and Key Managerial Personnel

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.

Declaration by Independent Directors

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.

Number of Meetings of the Board of Directors

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.

Vigil Mechanism - Whistle Blower

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

Policy on Directors’ Appointment and
Remuneration

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

Annual Evaluation of Performance of the Board

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.

Committees of 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.

Adequacy of Internal Financial Control with
Reference to Financial Statements

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.

Statutory Auditor and Report by Statutory
Auditors

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.

Instances of Fraud, if Any, Reported by the
Auditors

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.

Secretarial Auditor and Secretarial Audit Report

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 Cost Audit

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.

Particulars regarding Conservation of Energy,
Technology Absorption and Foreign Exchange
earnings and outgo Conservation of Energy and
Technology Absorption

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.

Foreign Exchange Earnings and Outgo

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.

Material Changes and Commitments Affecting
the Financial Position of the Company

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

Significant Material Orders passed by the
Regulators or Courts, Tribunals

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

Management Discussion and Analysis Report

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.

Particulars of Employees

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

Business Responsibility and Sustainability
Report

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.

Performance and Financial Position of
Subsidiary, Associate and Joint Venture
Company and their Contribution to the Overall
Performance of the Company

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

Corporate Governance

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.

Annual Return

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

Share Capital

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.

Employees Stock Option Scheme

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

Details relating to Deposits covered under
Chapter V of the Act

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

Update on Certain Matters:

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.

Change in the Nature of Business

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

Disclosures under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013

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.

Business Risk Management

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.

Corporate Social Responsibility: Growing
Together

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

Material Non-Listed Subsidiary

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

Directors’ Responsibility Statement

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.

Compliance with the Secretarial Standards 1 & 2 issued by the Institute of the Company Secretaries
of India (ICSI)

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

Acknowledgements

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.

On behalf of the Board of Directors of CARE Ratings Limited

Sd/- Sd/-

Najib Shah Mehul Pandya

Chairman Managing Director & Group CEO

DIN: 08120210 DIN: 07610232

Place: Mumbai
Date: May 12, 2025