Your Directors have the pleasure in presenting the 35^th Annual Report of your Company along with the Audited Financial Statements for the Financial Year ('year') ended March 31, 2026.

Financial Performance

Revenue from consolidated operations for the year was C 59,951 Lakhs, compared to C 49,802 Lakhs in the previous year, an increase of 20%. The overall Operational Expense for the year was C 41,717 Lakhs, against C 34,146 Lakhs in the previous year. Profit after tax was C 18,253 Lakhs, against C 17,120 Lakhs in the previous year.

Review of Operations

Ratings & ancillary services

Market and Business Overview

The domestic credit market in India in FY2026 grew at ~15% compared with ~11% in FY2025 demonstrating its resilience in the face of a challenging year from the perspective of geo-political developments. Global headwinds in the form of tariff related uncertainty for most of the year and the West Asian war had the Government as well as the enterprises reacting to the vicissitudes right through the year. Favorable domestic factors, however, helped offset these headwinds substantially - lower food inflation enabled by an above average monsoon led to multiple rate cuts, totalling 125 bps in FY26, by RBI which along with GST rationalisation supported private consumption. Coupled with Infrastructure spending by the Government, the GDP expansion improved which, in turn, supported the growth in the domestic credit market.

The credit market growth in FY2026 was led by bank credit as bond issuances, post a sharp rate cut led surge in Q1FY2026, had a decline in the following two quarters and a muted growth in Q4 FY2026. Bond issuances lost out to banks as the yields hardened reflecting a similar hardening on Government Bonds as the market priced in the likely fiscal slippages due to GST rationalisation. Consistent foreign outflows and tight liquidity were also

factors for rise in bond yields. Commercial Papers likewise faced competition from Certificate of Deposits issued by Banks. Growth in securitisation was muted compared with that in the previous year as Banks did not down sell their book as their credit-deposit ratios were in acceptable range than that in the previous year. The expected surge in market issuances, following the multiple rate cuts, was impacted by indirect impact of the global uncertainties with the gap getting filled by a strong bank credit growth that demonstrated yet again the resilience of the domestic credit market.

Your Company with its focused approach to the growth segments of the economy has been able to consistently grow at a double-digit rate in its Ratings business for the last 4 years. Your Company would continue its endeavour to increase its coverage deeper into the growth sectors, namely infrastructure and financial as well as wider across geographies to tap smaller entities. Your Company has been able to increase its client base and has also rated several novel transactions:

• PTCs backed by newer asset classes such as ULIP policies and Roof Top Solar Loan receivables

• NCDs backed by Partial Credit Guarantee by Guarantco Limited

• India's first river linking project under HAM

Going ahead, the focussed approach in growth segments will continue along with enhanced investor connect.

Macroeconomy

The pace of GDP expansion is estimated to have improvec slightly in FY2026, benefiting from infrastructure spending, and private consumption amidst healthy monsoons, personal income tax relief, GST rationalisation, moderation in food inflation, and cumulative rate cuts of 125 bps by the RBI leading to lower equated monthly instalments (EMIs), even as tariff-related concerns and geopolitical developments imparted downsides to the outcomes in FY2026.

Looking ahead, favourable developments on the tariff front, improved prospects for domestic investment aided by the robust 11.5% hike in Central Government capex included in the Union Budget, and the upbeat outlook for domestic consumption owing to lower income tax and GST rates, monetary easing, and healthy farm output in FY2026, augur well for the growth outlook for FY2027.

While the free trade agreements have boosted sentiment, the disruption caused to shipping as well as commodity prices amidst the ongoing geopolitical tensions in West Asia have dampened the outlook for merchandise exports and private capex, especially in export-oriented sectors. Moreover, the West Asia conflict has also led to a surge in energy prices and impacted availability, which would hurt corporate profitability and could also lead to higher inflation, impacting consumer demand.

Rural demand is likely to be shielded in H1 FY2027, by rabi cash flows and above-normal reservoir levels. However, the possibility of sub-par rainfall on account of an El Nino developing during the monsoon season has cast a pall on the outlook for agricultural output and rural demand, in the latter half of the fiscal.

In the baseline scenario (assuming an average crude oil price of $95/barrel in FY2027), ICRA projects the real GDP growth to ease to ~6.2% in FY2027 from the 7.5% estimated for FY2026. A prolonged conflict in West Asia poses downside risks to ICRA's growth estimate for FY2027, with the extent of downside contingent on the duration of the conflict and consequent implications on energy prices and availability, domestic investment, inflation and external trade.

ICRA estimates that for every 10% increase in crude oil prices, the WPI inflation rises by 80-100 bps, against the 40-60 bps uptick in the CPI inflation, if a full transmission into retail selling prices (RSPs) of fuels takes place. The quantum of the impact on the CPI inflation trajectory will particularly depend on the extent of the change in retail selling prices (RSPs) of petrol, diesel and LPG, in terms of immediate transmission. Additionally, higher fuel prices would lead to an increase in transportation costs, thereby pushing up the prices of goods and services.

Assuming an average crude oil price of $95/barrel over the course of FY2027, with no further pass-through to RSPs of fuels, ICRA pegs the WPI at ~6.6% and the CPI at ~4.7% in FY2027, with risks tilted to the upside. Notwithstanding the expected uptrend in CPI inflation, ICRA expects an extended pause on the policy rates in the near term, followed by back-ended rate hikes towards the end of the fiscal, amid the anticipated slowdown in GDP growth.

Corporate and Infrastructure Sector

The operating performance of the Indian corporate sector in FY2026 was characterised by a combination of subdued consumption demand in the first half of the fiscal and a recovery in economic activity in the second, resulting in an uneven full-year outcome. Weak urban consumption in H1 FY2026, because of lower income growth, tighter financial conditions and discretionary spend compression, weighed on the revenue growth of several consumer-oriented sectors. The consumption momentum, however, gained vigour in H2 FY2026, aided by easing inflationary pressures, monetary policy transmission, and targeted fiscal measures. In particular, the GST rate rationalisation from the end of September 2025 contributed to a strong demand recovery in sectors such as automobiles. The full-year revenue growth, in effect, remained modest and sector-specific rather than broad-based.

Profitability trends in FY2026 were mixed too. Higher volumes and operating leverage supported margins in select sectors such as automobiles and hospitality. Likewise, subdued crude oil prices and rising gold prices supported the margins of oil refiners and jewellery retailers through much of the year. However, the West Asia crisis and US dollar strengthening led to elevated energy linked input costs, increased import costs, and a general rise in inflation which is likely to weigh on the margins of corporate India in Q4 FY2026. The sustenance of margin pressures in FY2027 will depend on the longevity of the conflict and the extent to which the shocks are absorbed by fiscal measures.

From an external sector perspective, Indian exporters faced a challenging environment in FY2026.

Trade-related uncertainties, including tariff-related measures introduced by the US and weaker global demand conditions, adversely affected export volumes and pricing in several merchandise segments. Labour-intensive sectors such as textiles and apparel, as well as discretionary export-oriented segments like cut and polished diamonds, witnessed muted order inflows and pressure on realisations. Increased competition from other emerging market suppliers and limited pricing power constrained profitability in these segments. At the same time, IT services exports growth remained subdued amid

caution in global IT spending and an adjustment phase for Indian IT services companies as artificial intelligence adoption accelerated.

Private capital expenditure activity remained selective in FY2026. While corporate balance sheets continued to remain deleveraged and operating cash flows were largely stable, uncertainty around demand sustainability, weak merchandise export prospects and elevated global risks constrained large-scale capacity expansion. Capex remained concentrated in policy-supported and structurally growth-oriented sectors, including electronics manufacturing, renewable energy, data centres and niche segments within the automotive value chain such as electric vehicles, batteries and auto electronics.

Looking ahead to FY2027, the operating environment for corporate India is expected to be influenced by heightened geopolitical risks, particularly the ongoing tensions in West Asia. The crisis poses multiple adverse spillover risks, including increased volatility in crude oil and other commodity prices, supply chain disruptions and renewed pressure on the C .

As far as the infrastructure space is concerned, the National Infrastructure Pipeline (NIP), launched in 2019 with an initial envisaged investment of ~C 111 trillion, has expanded significantly over time, with cumulative planned investments estimated at ~ C 207 trillion (as of mid-April 2026), reflecting additions across transport, energy and urban infrastructure.

Execution of the expanded pipeline remains anchored by sustained public capital expenditure, with central government capex maintained at elevated levels - C 11.2 trillion in FY2025-26 (RE) and increased further to C 12.2 trillion in FY2026-27 (BE) - supporting project awards and near-term execution momentum. However, given the scale and long-tenor nature of infrastructure assets, budgetary support alone is unlikely to suffice to meet funding requirements over the medium term.

Accordingly, banks and the domestic corporate bond market are expected to assume a larger, albeit complementary, role, supported by a rising stock of operational assets with predictable cash-flow profiles. Asset monetisation through InvITs and ToT structures has emerged as a key enabler and is expected to continue remaining so, with Government's planned monetisation pipeline of ~C 16.7 trillion over FY2026-2030. This is expected to facilitate capital recycling and generate incremental demand for long-tenor debt, supporting gradual deepening of market based infrastructure financing.

Financial Sector

In the backdrop of weak credit growth of FY2025 and threat of slowing economic growth, the regulator began policy rate cuts in February 2025. Further, with objective to support growth, amid adverse impact on economic growth amid export tariff and conflict with neighbour country, the rate cuts continued till December 2025 leading to a cumulative cut of 125 bps in REPO rate. The monetary action was also supported by fiscal measures of cut in GST rates to boost domestic demand. The rate cuts were accompanied with sizeable liquidity infusion measures such as CRR cut, OMO purchase of G-secs and forex swaps. As a result of these measures, the YoY bank credit growth which was languishing at 10.9% in FY2025 and 9.9% in August 2025 surged to 15.9% for FY2026.

Nonetheless, the banks continued to face challenges in the deposit mobilisation at competitive rates. The credit-to-deposit ratio (CD ratio) remained elevated and rose further to 81.2% by March 2026 from 79.5% as of March 2025. The growth in credit was all-round with non-bankinc finance companies (NBFCs) and retail segments leading the growth. This was aided by numerous regulatory measures such as reduction in risk weights on bank loans to NBFCs and some of retail loan segments and boost in customer demand post GST rate cuts.

The growth in assets under management (AUM) for the retail NBFC sector is estimated to steady at around 17-19% for FY2026 and is similar to 17% witnessed in FY2025. Despite a flattish growth / degrowth across various asset segments because of asset quality concerns, the overall growth in AUM was supported by steep growth in gold loans, which in-turn was an outcome of rally in gold prices. ICRA expects the retail credit growtt of NBFCs (including housing finance companies) to remair around 16-18% in FY2027. While the asset quality stress ir the certain unsecured loan segments has moderated from peak levels seen in FY2025 and H1FY2026, however, the lenders may remain cautious, given the concerns around disruption in borrower's cash flows driven by geopolitical conflicts and supply chain disruptions. The infrastructure lending by the NBFCs, including other wholesale credit, is projected to grow by 10-12%, which is similar to the levels seen in the previous two fiscals.

The start of rate cut cycle translated into faster transmission of rate cut in bond market, leading to alltime high bond issuance for any quarter during the Q1 FY2026 and a 30.7% YoY growth for H1FY2026. However, as the concerns emerged on fiscal deficit, export tariffs and heightened geopolitical risks, the bond issuances

moderated in H2FY2026 with a YoY degrowth of 7.0%.

As a result, the YoY growth in overall bond issuances remained tepid at C 12.29 trillion, a growth of just 8.8% for FY2026 as against 11.1% in FY2025. Driven by asset quality concerns and rising bond yields in H2FY2026, the overall bond issuance by NBFCs de-grew by 6.4% on YoY basis in FY2026 and accounted for 39% of overall bond issuance in FY2026 as against 45-46% during last five years. Similarly, driven by the elevated CD ratio, the bond issuance by banks and All-India financial institutions declined by 39% on YoY basis in FY2026, as funding the credit growth through bonds will further worsen the CD ratio. Nonetheless, driven by M&A activity, the overall bond issuance was supported by the corporates, where the bond issuance rose by 72% on YoY basis and accounted for 47% of total bond issuance. The rising yields despite a rate cut cycle, a tight liquidity environment and sharp growth in issuance of certificate of deposit by banks resulted in modest YoY growth in commercial papers (CPs) outstanding of just 3.9% in FY2026 as compared to 14.0% in FY2025. A slower growth in bond issuances and commercial papers however translated into a robust growth in multi-year high bank credit.

The tighter funding conditions in domestic markets may prompt some of the larger and better rated issuers, to tap overseas funding through external commercial borrowings (ECB) and foreign currency bonds in FY2027. However, the elevated hedging premium on C on account of geopolitical conflict and concerns of rise in current account deficit for the country, will increase cost of such overseas borrowings. Accordingly, the funding demand will need to be met locally, which augurs well for domestic credit growth. In this regard, the various credit guarantee schemes of Government of India may help boost lenders appetite amid concerns on asset quality. Furthermore, supportive regulatory measures such as changes to liquidity coverage ratio framework and capital charge for risk weight computations for banks may improve the funding availability to support the credit growth.

The inflows in debt mutual funds continues to remain moderate amid rising bond yields in H2FY2026 and the risk of consequent mark to market losses. The inflows in the equity mutual funds continued to remain strong, though they declined by 11% on YoY basis from all-time high seen in FY2025. In contrast, the inflows in ETFs rose sharply because of rally in prices of precious metals, especially gold and silver. Alternate investment funds (AIFs) continue to witness strong inflows, which continued to drive the demand of debt capital instruments from high yield instruments and widened the issuer base in

this segment. The online bond platforms continue to aid the increase in retail participation in debt capital market instruments, which otherwise was limited to public issuances of these instruments.

Structured Finance

During FY2026, the domestic securitisation crossed the C 2.5 trillion mark, registering a 5% growth over the previous fiscal. Notwithstanding this, securitisation activity among non-bank entities—including microfinance institutions and housing finance companies—exhibited strong growth of around 25% during the year, despite certain large non-bank participants scaling back their securitisation issuances. At the same time, banks significantly reduced their sell-down volumes following the normalisation of their credit-deposit ratio, however the impact was partly offset by few large ticket isolated corporate transactions during the year. The market also continued to witness the entry of new originators, albeit on a relatively smaller scale.

Vehicle loans remained the dominant asset class within the securitised portfolio during the year. In contrast, the share of mortgage-backed securitisations declined, due to materially lower sell-down volumes by a private sector bank. Securitisation of unsecured loans, saw a notable recovery in FY2026 from the slowdown witnessed in FY2025 post the asset quality headwinds. This revival was driven by a combination of factors, including a more cautious approach adopted by investors toward certain originators—leading to a preference for the securitisation route over on-balance-sheet exposures—and increased availability of loan pools for down-selling. Gold loan securitisation also gained prominence during the year. Emerging segments included asset such as trade receivables, lease rentals, rooftop solar loans and electric vehicle financing contributing to the gradual diversification and broadening of the securitisation market.

Looking ahead, the growth in securitisation volumes during FY2027 is expected to be largely driven by nonbank originators, who are projected to register high-teen growth during the year. Securitisation is expected to remain a key funding and liquidity management tool for these entities. In this context, the entities' ability to effectively manage asset quality amid a volatile macroeconomic environment will remain critical to sustain investor/lender confidence. Additionally, ongoing requirements of banks to meet their priority sector lending obligations are expected to continue providing structural support to securitisation activity.

Trends in Credit Quality of ICRA-rated Companies

The credit quality of Indian corporates remained resilient in FY2026 despite a challenging global environment marked by tariff-related trade disruptions and elevated geopolitical tensions. Timely and targeted policy interventions by the Government of India, aimed at supporting domestic consumption and sustaining infrastructure investment, played a pivotal role in anchoring credit profiles and mitigating external headwinds.

During the year, ICRA's rating actions continued to reflect the inherent strength of Indian corporates, supported by healthy balance sheets, steady domestic demand, and the Government's sustained focus on infrastructure creation and the transition towards clean energy. India's expanding role as a global hub for technology, research, and analytical services further supported activity across several sectors, including commercial real estate.

Consistent with these trends, ICRA upgraded the ratings of 388 entities in FY2026, while 124 entities were downgraded, resulting in a healthy credit ratio of 3.1x. This represents a significant improvement over the credit ratios of 2.0x in FY2025 and 2.1x in FY2024, highlighting broadly benign credit quality conditions across most sectors.

Rating upgrades during the year were primarily driven by entity-specific factors, including strengthening business profiles, improvements in parent credit profiles, and a reduction in project-related risks, particularly in the power and roads sectors. Improvements in financial profiles through equity infusions and debt reduction via scheduled amortization also supported positive rating actions. While favorable sectoral dynamics led to upgrades in hospitality, stress in microfinance and select segments of the

chemicals sector weighed on rating outcomes. Notably, the power, real estate, hospitality, auto components, and roads sectors, together accounting for around one-third of ICRA's portfolio, contributed nearly half of the total rating upgrades during the year.

Other credit quality indicators further underscore the resilience of India Inc. The overall default rate for ICRA-assigned ratings remained low at 0.4% in FY2026. The Large Rating Change Rate (LRCR), defined as the proportion of ratings upgraded or downgraded by three or more notches, remained contained at 1.2%, lower than the five-year average of 1.5%.

Rating Accuracy Trends

The performance of a credit rating system is evaluated using metrics such as default rates, rating stability, and the average default position (ADP). ICRA's robust rating methodologies and their consistent application over time are evidenced by the low default rates observed in the investment-grade category, indicating effective differentiation between lower and higher-risk credits. Default rates across the rating spectrum, from AAA to C, have exhibited clear ordinality, reflecting strong discriminatory power across risk categories.

Further, ICRA's ratings demonstrated healthy one-year stability across all investment-grade categories during the year. High rating stability indicates that rating decisions are not unduly influenced by short-term business cycles, but remain firmly anchored in an assessment of entities' creditworthiness through the cycle. The ADP of ICRA-assigned ratings, a measure of the tendency to commit type-1 and type-2 errors, has consistently remained at healthy levels exceeding 90% over the last 5 years.

Industry Research

In FY2026, ICRA Research maintained comprehensive coverage on more than 60 sectors across corporate, financial, infrastructure and structured finance domains. During this period, ICRA published several high-impact reports which were appreciated by clients for their timeliness and business relevance. Some of these reports were on topics like Data Centres, Global Capability Centres, private consumption, impact of tariffs and free

trade agreements, GST, other global and geopolitical developments, interest rate outlook, and climate issues.

In FY2026, ICRA continued to witness steady growth in research revenues, supported by new client acquisitions and robust renewal levels among existing customers. ICRA's research continues to be valued by customers in BFSI Sector comprising of Domestic and Multinational Banks, Non-Banking Financial Companies (NBFC),

Asset Management Companies, Insurance Companies, Development Finance Institutions, Multilateral Agencies

and All India Financial Institutions, reflecting the analytical depth and rigor of its sectoral research and credit perspective reports. The users of research appreciate the unique insights provided by ICRA research which help them in credit appraisal, portfolio monitoring, sectoral assessment, stress testing, and strategic planning.

ICRA ESG Ratings

In its second year of operations, ICRA ESG Ratings Limitec (ICRA ESG) strengthened its position as a prominent Category-I ESG Rating Provider (ERP) under the Issuer Pays Model. During the year, its ratings portfolio more than tripled to eighteen entities across diverse sectors, including cement, power, chemicals, data centres, and financial services. ICRA ESG's comprehensive rating rationales provided valuable insights into the rated entities' ESG impact and transition progress, helping stakeholders analyse risks and assess ESG profiles. Another key milestone during the year was the launch of Second Party Opinion services for ESG debt issuances and frameworks. Additionally, ICRA ESG demonstrated thought leadership through focused research on areas such as Scope 3 emissions disclosures, ESG progress in the textile sector and CSR practices by corporate India. The Company also continued its market outreach efforts to educate stakeholders on ESG and its significance. In this context, ICRA ESG also hosted a well-attended and successful virtual event, "From Reporting to Results: Strengthening BRSR & Sustainability Disclosures for Measurable Impact", featuring perspectives from SEBI, corporates, assurance providers and lenders on strengthening disclosure quality and creating impact.

Acquisition of Fintellix

On October 17, 2025, your Company acquired a 98.75% stake in Fintellix India Private Limited ("Fintellix"). Fintellix, a product-led company based in Bengaluru, specialises in risk, supervisory, and data analytics solutions, offered on its proprietary data platform. Fintellix enables global financial sector entities to meet their regulatory requirements, while efficiently managing data and also supporting regulators collect, validate and analyse data from entities under their supervision.

This strategic acquisition has substantially broadened ICRA's risk technology portfolio, integrating its strengths in regulatory reporting, data analytics, and supervisory platforms to deliver advanced risk management solutions for banks, non-banking financial companies (NBFCs), and regulatory bodies. By combining your Company's domain expertise with Fintellix's innovative products, your Company is well-positioned to address the evolving demands of the financial sector.

Fintellix is a material subsidiary of ICRA and has two wholly owned subsidiaries: Fintellix South Africa Proprietary Limited and Fintellix US LLC.

Research & Analytics - Business Overview and Organizational Structure

Research & Analytics ("R&A") segment brings together the Company's full suite of data, analytics and technology offerings for the Banking, Financial Services and Insurance ("BFSI") sector.

During the year, the Company undertook a realignment of its R&A operations, bringing its businesses together under three integrated divisions as outlined below:

KnowTech Division offers data and knowledge process operations, digital transformation, data application development, financial intelligence, ESG analytics, and model development. The Division's strategic priorities include diversifying beyond its captive business base, and developing AI-powered capabilities and repositioned service offerings to address evolving client demands.

BankTech Division serves banks and financial institutions with credit risk solutions and data platforms, including internal rating solution, early warning system, asset classification product, expected credit loss solution, regulatory reporting, and a range of data and analytics capabilities. The Division is focused on deepening product and delivery integration across the combined entity, aligning business models and pricing frameworks, and pursuing international revenue expansion.

CapTech Division offers bond valuations, mutual fund analytics, fixed income index products, risk and compliance solutions, customized research across sectors and industries, for the capital markets ecosystem. CapTech is focused on growing its consulting services capabilities and expanding its client base, while pursuing a program of product rationalization and modernization to support margin improvement.

Underpinning all three Divisions is a unified Information Technology and Product Engineering organization, which will enable the Company to realize technology synergies, standardize its technology architecture, and drive scalable product development across the integrated R&A.

Business Environment

The Research and Analytics (R&A) industry navigated a mixed environment during FY26. Structural tailwinds, driven by the accelerating adoption of generative AI (Gen-AI), advanced analytics, and automation, continued to reshape the competitive landscape. At the same time, enterprises exercised greater caution in committing to fresh discretionary investments, as enterprises preferred to assess and pilot Gen-AI applications across select use cases before expanding expenditure. These dynamic produced elongated decision-making cycles, a sharper focus on near-term, and outcome-driven initiatives.

The competitive implications of Gen-AI proved more significant than a mere productivity overlay. Market participants increasingly evaluated whether advanced AI capabilities could substitute for, or materially reduce, demand for traditional research and data services, reshaping pricing expectations and challenging legacy revenue models. At the same time, regulators in several jurisdictions began developing frameworks to govern the use of AI and automated models within financial institutions, adding a new dimension of governance

requirements that reinforced demand for specialist advisory and compliance-enabling solutions.

Notwithstanding this environment, demand for high-quality research, data solutions, and risk management tools remained resilient, particularly among regulated financial institutions. Immediate regulatory requirements, supervisory expectations, and compliance-linked use cases continued to drive investment in analytics and risk solutions, creating a structural floor even as discretionary spending moderated. Banks, NBFCs, and asset managers selectively invested in systems and platforms that supported regulatory adherence, credit lifecycle management, portfolio analytics, and the robustness of internal reporting frameworks.

Regulatory Developments in India

The domestic regulatory landscape remained materially active during FY26, with the Reserve Bank of India (RBI) advancing several significant initiatives that directly affected the demand profile for risk analytics and data solutions.

The most consequential development during the year was the RBI's release of Directions on Asset Classification, Provisioning, and Income Recognition for commercial banks which sets out the transition to an Expected Credit Loss (ECL) framework.

The transition to ECL has created substantial demand for ECL solutions, data infrastructure, model validation capabilities, and model risk management (MRM) frameworks, areas directly served by the R&A sector.

Beyond ECL, the RBI maintained active oversight of model governance, stress testing methodologies, and supervisory data quality standards during the year. Heightened scrutiny of early warning systems, asset classification accuracy, and credit lifecycle management sustained demand for analytics-driven solutions, particularly among banks and NBFCs navigating a period of credit normalization and selective asset quality stress.

In the asset management space, SEBI issued the SEBI (Mutual Funds) Regulations, 2026 in January 2026, replacing the legacy 1996 framework with a substantially consolidated and modernized regulatory architecture.

The new regulations strengthened requirements around investor protection, portfolio transparency, cost disclosure, market abuse deterrence, and stress testing. Further, regulations now enable asset management companies to establish Specialized Investment Funds (SIFs), a significant initiative aimed at introducing a new investment product that offers greater portfolio flexibility to address evolving investor aspirations. These initiatives reinforced demand for reliable market data, robust

valuation frameworks, and compliance-oriented analytics solutions across mutual funds and Alternative Investment Funds, even as asset managers managed cost and investment rationalization pressures.

Global Regulatory Environment

Globally, the regulatory environment in FY26 was characterized by three concurrent themes: an intensification of model governance expectations, particularly as financial institutions deepened their use of AI; a continued reinforcement of data quality and aggregation standards; and a pragmatic recalibration of ESG and climate-related regulatory programs.

In parallel, regulators across major banking jurisdictions continued to strengthen expectations around enterprise-wide stress testing, Internal Capital Adequacy Assessment Process (ICAAP), and capital planning frameworks. Greater emphasis was placed on scenario design, model transparency, data consistency, and senior management oversight, highlighting the need for scalable technology platforms capable of integrating credit risk, stress testing, capital adequacy, and regulatory reporting within a unified governance framework.

Model Risk Management and AI Governance.

Regulators across key financial jurisdictions materially recalibrated their approach to model risk management during the year, reflecting the growing reliance on complex quantitative, machine learning, and AI-enabled models across credit risk, capital adequacy, stress testing, valuation, and forecasting.

In parallel, regulators and international standard-setting bodies intensified their focus on AI-specific governance, even where AI models fall outside classical MRM frameworks.

Data Governance and BCBS 239.In Europe, the European Central Bank's (ECB) Risk Data Aggregation and Risk Reporting (RDARR) Guide, continued to drive significant compliance investment during FY26. Building on BCBS 239 principles, the ECB's framework extended data governance expectations to include supervisory reports, detailed data lineage at attribute level, four dimensions of data quality (accuracy, integrity, completeness, timeliness), and formal governance accountability at management body level.

Climate Risk and ESG.The treatment of ESG-related regulation shifted meaningfully during FY26. Momentum around standalone ESG programs moderated across several geographies as regulators and market participants reassessed implementation complexity, costs, and prioritization. This reflected a broader recalibration rather than a retreat, as regulatory focus

shifted toward integrating climate-related financial risks within mainstream risk management and governance frameworks, rather than treating ESG as a discrete, parallel discipline. Financial institutions increasingly faced requirements to incorporate climate considerations into stress testing, scenario analysis, risk appetite frameworks, and disclosures, sustaining demand for modelling and analytical capabilities, but within a more integrated and proportionate supervisory framing.

Outlook for FY27

The structural drivers underpinning the R&A sector's long-term growth trajectory remain intact. Regulatory complexity continues to expand, particularly around model governance, AI, ECL implementation, and data quality, generating durable, compliance-linked demand that is largely non-discretionary in nature. The transition to Gen-AI presents both a risk and an opportunity: enterprises that can demonstrate differentiated analytical capabilities, domain expertise, and regulatory credibility are well-positioned to capture demand from institutions navigating an increasingly complex governance environment. Entering FY27, the Company remains focused on deepening its regulatory analytics and risk solutions capabilities in line with these structural trends.

Technology Initiatives at ICRA

During FY 2026, Technology initiatives strengthened ICRA's operating foundation by advancing governance, resilience, and scalable delivery across critical processes.

• A disciplined committee-led cadence improved oversight of risk, regulatory alignment, and enterprise priorities, supported by updated policies and structured assurance programs.

• Cybersecurity maturity was reinforced through improved awareness, training, and control governance, strengthening preparedness and reliability for a regulated environment.

• Your Company progressed digitization of core operational workflows by modernizing key postdecision activities into a more controlled, end-to-end process, improving consistency and reducing manual dependencies.

• Decision-support continuity was sustained through strengthened reporting and operational alerting practices, supporting timely management visibility.

• Network and workplace reliability initiatives enhanced connectivity resilience and improved operational monitoring, supporting a distributed workforce with higher service assurance.

• A responsible approach to innovation was maintained through formal AI governance and carefully specified automation initiatives with explicit validation expectations.

Franchise Development

Your Company continued to undertake robust outreach and franchise building initiatives during the year, including organising 24 webinars on relevant themes for several sectors like NBFC, Macroeconomy, NBFCs and Banks, Renewable Energy etc., which witnessed considerable participation by Industry and Financial Institutions/ Intermediaries. Apart from these, there were several physical events organised by your Company, which included the flagship - Moody's & ICRA India Credit Conference in Mumbai we well as the Conclave on Corporate & Infrastructure Credit in Delhi. ICRA also organised several closed-door discussions with select audiences on Infrastructure, Pharmaceuticals, NBFCs and Corporate Sector across locations like Mumbai, Ahmedabad and Hyderabad. These events attracted participation from several stakeholders, including senior decision-makers from mutual fund entities, banks,

NBFCs and corporates. These initiatives fostered strong engagement with both investors and clients and further strengthened ICRA's reputation as a thought leader in the industry.

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

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

Change in Nature of Business

During FY2026, there was no change in the nature of your Company's business. The credit rating agencies (CRAs) are not allowed to carry out any non-rating activity, except only those that are specifically permitted by SEBI or any of the specified financial sector regulators.

Subsidiary Companies (including step-down subsidiaries)

At the beginning of the year 2025-26, your Company had five subsidiaries, including one step-down subsidiary. There are no associates and/or joint ventures, as defined under the Companies Act, 2013 (the 'Act').

During the year 2025-26, your Company acquired a 98.75% stake in Fintellix, making it a subsidiary. Fintellix’s two wholly owned subsidiaries, Fintellix South Africa Proprietary Limited and Fintellix US LLC, became step-down subsidiaries of your Company.

There has been no material change in the nature of the business of the Company & its subsidiaries during the year 2025-26.

As of March 31, 2026, your Company had the following subsidiaries, (including the step-down subsidiary) :

Highlights of performance of subsidiary companies and their contribution to the overall performance of the Company during the year 2025-26 are provided in the Management Discussion and Analysis Report, which forms a part of the Annual Report.

The consolidated financial statements of Group ICRA, consisting of ICRA Limited, its subsidiaries, including step-down subsidiary, for the year 2025-26, which form a part of the Annual Report, are attached. The Auditors' Report on the consolidated financial statements is also attached. In compliance with the relevant provisions of the Act, a statement containing the salient features of the financial statements in Form AOC-1 as per Rule 5 of the Companies (Accounts) Rules, 2014, of the said subsidiaries, is annexed to the consolidated financial statements, prepared in accordance with the prescribed accounting standards.

As required under the provisions of Section 136 (1) of the Act, the financial statements, including consolidated

financial statements and other documents required to be attached thereto, have been uploaded on the Company's website, www.icra.in. Further, your Company has also uploaded on its website the audited financial statements of each subsidiary company.

Branches of the Company

Your Company operates its business from its offices in New Delhi, Gurugram, Mumbai, Navi Mumbai, Kolkata, Chennai, Ahmedabad, Bengaluru, Hyderabad, and Pune.

Board Meetings Held During the Year

During the year, six (6) meetings of the Board of Directors of your Company were held, on May 29, 2025, June 12, 2025, July 31, 2025, October 28, 2025, January 28, 2026, and March 17, 2026. The details regarding the attendance of Directors at the Board meetings are furnished in the Corporate Governance Report attached as Annexure-II to this Report.

Human Resources

The Human Resources function continued to play a strategic role in building organisational capability and enabling the achievement of business objectives. During the year, focused investments were made to strengthen the employee value proposition by enhancing employee experience through technology-led interventions, streamlined processes, and data-driven people practices.

The year also saw sustained attention on fostering an agile and future-ready workforce through flexible work practices, continuous capability development via curated learning interventions, and deeper leadership connect initiatives. These efforts were aimed at strengthening employee engagement, reinforcing a performance-oriented culture, and enabling long-term organisational resilience.

Employees Stock Option Scheme (ESOS)

The members of your Company in the Annual General Meeting ("AGM") held on August 9, 2018, by passing a special resolution, adopted a new scheme called the Employees Stock Option Scheme 2018 ('ESOS 2018'), in compliance with SEBI (Share-based Employee Benefits) Regulations, 2014, under which an aggregate of 39,993 stock options were proposed to be granted. Permanent employees (excluding promoters and Independent Directors) of your Company and its subsidiaries are eligible to participate in the ESOS 2018.

During the year, there were no changes in the ESOS 2018. A certificate from the Secretarial Auditors of your Company certifying that the schemes are implemented in accordance with the Securities and Exchange Board of India (Share-Based Employee Benefits and Sweat Equity) Regulations, 2021, and the resolutions passed by the members of the Company will be made available in electronic mode to the members of the Company for inspection at the AGM.

The disclosures in terms of Regulation 14 of the SEBI (Share-Based Employee Benefits and Sweat Equity) Regulations, 2021 read with Circular No CIR/CFD/POLICY CELL/2/2015, dated June 16, 2015, issued by SEBI, are available on the Company's website; the web-link for the same is: https://www.icra.in/InvestorRelation/ ShowCorporateGovernanceFile?Id=27

Particulars of Employees

The disclosure under the provisions of Section 197(12) of the Act, regarding the ratio of the remuneration of each Director to the median employee's remuneration and such other details as specified in Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Directors' Report (Annexure I). A statement showing the names of the top 10 employees in terms of remuneration drawn and other particulars of the employees drawing remuneration in excess of the limits set out in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as well as the names and other particulars of every employee covered under the rule, are available at the registered office of the Company, and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished without any fee.

With regard to the provisions of Section 136(1) of the Act, the Directors' Report, excluding the information provided in compliance with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is being sent to the members of the Company. The said information would be available for inspection, by members, at the registered office of the Company or through electronic mode, during business hours on working days up to the date of the 35^th AGM of the Company. Any member interested in obtaining a copy thereof may write in this regard to the Company Secretary of the Company.

Annual Return

In terms of Section 92(3) of the Act read with the Companies (Management and Administration) Rules,

2014, the Annual Return is available on the Company's website at https://www.icra.in/InvestorRelation/ ShowAnnualReturnFile?Id=831

Corporate Governance

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

The Corporate Governance Report covers information about the Board's composition, its committees including the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee and other Board committees, as well as the number of meetings held by the Board and its committees, along with additional details.

Annexed to the Directors' Report is a certificate from your Company's Statutory Auditors confirming compliance with Corporate Governance requirements specified under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations').

Your Company has received a certificate from a practising company secretary affirming that none of the Directors have been barred or disqualified from being appointed or continuing as directors of companies by SEBI, the Ministry of Corporate Affairs, or any relevant statutory authority.

Management Discussion & Analysis

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

Insider Trading Regulations

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

Material Changes and Commitments

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

Share Capital

As on March 31, 2026, the Company's issued, subscribed and paid-up equity share capital stood at C 965.12 Lakhs divided into 96,51,231 equity shares of C 10/- each.

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

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

Directors and Key Managerial Personnel

During the Financial Year 2025-26, there was no change in the composition of the Board of Directors.

Further, pursuant to the provisions of Section 152 of the Act, and the Articles of Association of your Company,

Ms. Wendy Huay Huay Cheong is due to retire by rotation, and being eligible, has offered herself for reappointment, subject to approval by the Members of the Company at the forthcoming AGM.

The profile of Ms. Cheong is presented in the Notice of the 35^th AGM, as required under the Act, secretarial standards issued by the Institute of Company Secretaries of India on general meetings and the Listing Regulations.

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

During the financial year 2025-26, there was no change in the key managerial personnel of the Company.

Independent Directors' Declaration

Pursuant to the provisions of Section 149(7) of the Act read with Schedule IV of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of Act along with rules made thereunder and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the Management. The following Non-Executive Directors of the Company are independent in terms of Section 149(6) of the Act and the Listing Regulations:

1. Mr. Palamadai Sundararajan Jayakumar

2. Mr. Pradip Kanakia

3. Ms. Anuranjita Kumar

Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs (IICA) and have passed the proficiency test or avail the exemption from that, as applicable.

Directors' Responsibility Statement

As required under the provisions contained in Section 134 of the Act, your Directors hereby confirm that:

(i) in the preparation of the Annual Accounts for the year ended March 31, 2026, the applicable accounting standards have been followed and there are no material departures from the same;

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that year;

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 2013, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

(iv) the Directors had prepared the Annual Accounts on a going concern basis;

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

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

Remuneration Policy

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

Policy on Directors' Appointment

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

The members of the Board should not be related to any executive or independent director of the Company or any of its subsidiaries. They are not expected to hold any executive or independent positions in any entity that is in direct competition with the Company. Board members are expected to attend and participate in the meetings of the Board and its Committees, as relevant. They are also expected to ensure that their other commitments do not interfere with the responsibilities they have by virtue of being a member of the Board of the Company. While reappointing Directors on the Board and Committees of the Board, the contribution and attendance record of the concerned Director shall be considered in respect of such reappointment. Each Independent Director shall

hold office as a member of the Board for a maximum term as per the provisions of the Act and the rules made thereunder, in this regard from time to time, and in accordance with the provisions of the Listing Regulations. The appointment of the Directors shall be formalised through a letter of appointment.

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

Board and Directors' Performance Evaluation

The Board of Directors of the Company, upon the recommendations of the Nomination and Remuneration Committee, has formulated a Board and Directors' Performance Evaluation Policy to define the performance evaluation criteria for the Board, its Committees, and each Director, including the Chairman.

In alignment with best practices, the Board conducted a structured and comprehensive formal performance evaluation as part of an ongoing enhancement initiative. Following the recommendations of the Nomination and Remuneration Committee, the Board adopted a process involving anonymous feedback from members and subsequent discussion during meetings to promote collective participation and productive dialogue regarding the performance of the Board, its committees, individual Directors, and the Chairperson.

The Board recognizes that fostering trust and ensuring confidentiality in the evaluation process are pivotal to its success. Accordingly, emphasis is placed on conducting fair, transparent evaluations while preserving the anonymity of respondents.

Throughout the evaluation, individual Board members provided valuable suggestions aimed at further strengthening the effectiveness of the Board. The feedback results were reviewed collectively with the Board and relevant committees, and the Chairman shared individual feedback separately with each Board member.

The Board affirms its commitment to continuously improving the governance framework through regular assessments of the performance of the Board, its committees, and individual directors.

Additionally, the Board acknowledges that the Independent Directors contribute significant integrity, expertise, and proficiency to its functions.

Auditors

In compliance with Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014 (as amended) and on the recommendation of the Audit Committee, Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No. 117365W) ("Deloitte") was appointed by the Board of Directors as the Statutory Auditors of the Company, for a period of five (5) years, to hold office from the conclusion of the 33^rd AGM till the conclusion of the 38^th AGM.

The Report given by the Statutory Auditors on the Standalone Financial Statements of the Company and the Consolidated Financial Statements of the Company for the financial year ended March 31, 2026, forms a part of this Annual Report. There have been no qualification, reservation, adverse remarks or disclaimers given by the Statutory Auditors in their Report, which calls for any explanation.

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

Comments on Auditors' Report

The notes to the financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

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

Secretarial Audit

In terms of the SEBI (Listing Obligations & Disclosure Requirements) (Third Amendment) Regulation, 2024, the Board of Directors had recommended based on the recommendation of the Audit Committee, appointment of M/s. Chandrasekaran Associates, Company Secretaries as the Secretarial Auditors of the Company for a term of five (5) consecutive financial years commencing from April 1, 2025, till March 31, 2030, and the appointment was approved by the members' of your Company.

The Secretarial Audit Report for financial year 2025-26 has been annexed to this Report (Annexure IV). The Secretarial Audit Report does not contain any qualifications, reservation, disclaimer or adverse remark.

M/s. Chandrasekaran Associates, Company Secretaries, is also a secretarial auditor of material subsidiaries of the Company, ICRA Analytics, and Fintellix India Private Limited. The Secretarial Audit Report as received from them for financial year 2025-26, is also annexed to this Report (Annexure IV-A).

Transfer to Reserves

Your Company proposes not to transfer any amount to the General Reserve.

Dividend

The Board of Directors recommends for approval of the members at the forthcoming AGM, payment of dividend of C 105 per equity share of face value of C 10 each for the financial year ended March 31, 2026, including a special dividend of C 35 per equity share to commemorate the Company's 35^th year of operations. If the members approve the dividend at the ensuing AGM, the dividend shall be paid to: (i) all those members whose names appear in the Register of Members as on July 23, 2026 (Record Date); and (ii) all those Members whose names appear as beneficial owners as per the details furnished by the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) on the close of business hours as on that date.

Dividend Distribution Policy

Your Company has formulated a Dividend Distribution Policy ("the Policy") in accordance with Regulation 43A of the Listing Regulations. The primary aim of this Policy is to maintain consistency in dividend distributions, in compliance with applicable laws, while providing shareholders with regular dividend income and supporting long-term capital appreciation for all stakeholders.

The Company is committed to maintaining an appropriate balance between distributing dividends and retaining profits for various business initiatives. The Board of Directors consults this Policy when declaring or recommending dividends. Through its implementation, the Company endeavors to sustain a consistent approach to dividend payout, subject to relevant regulations.

The Policy is available on the Company's website at: https://www.icra.in/RegulatoryDisclosure/ ShowCodePolicvReport?id=7®ulatorv DisclosureReportId=647

Transfer to Investor Education and Protection Fund

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

During 2025-26, the unclaimed dividend amount of C 1,93,080.00 was transferred to the Investor Education and Protection Fund ("IEPF"). The said amount had remained unclaimed for seven (7) years, despite reminder letters having been sent to each of the members concerned.

Pursuant to Section 124(6) of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and its amendments, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more, shall be transferred by the Company in the demat account of Investor Education and Protection Fund Authority ("the Authority") within a period of 30 days of such shares becoming due to be transferred to the IEPF, as per the procedure mentioned in the said Rules. Accordingly, your Company has transferred 100 equity shares to the demat account of the Authority in accordance with the provisions of the Act and rules made thereunder. All benefits accruing on such shares viz. bonus shares, split, consolidation, fraction shares etc., except any right issue, shall also be credited to such a demat account.

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

Risk Management Policy

Your Company maintains a robust enterprise risk management framework designed to identify, assess and manage risks across its operations. The framework seeks to balance risk and opportunity, thereby supporting sustainable value creation and the achievement of strategic objectives.

Oversight of the risk management framework rests with the Board of Directors and the Risk Management Committee, which periodically review the Company's risk profile, emerging risks and mitigation strategies. Supported by a strong internal control environment and governance processes, the framework is designed to enhance organisational resilience and informed decisionmaking.

Based on the assessment undertaken during the year, no material risks have been identified that are expected to threaten the Company's business continuity or longterm sustainability.

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

Internal Control System and their Adequacy

Your Company maintains an internal control system that reflects its size, business nature, and operational complexity. The Board of Directors has implemented policies and procedures to ensure smooth and efficient operations. Internal Financial Controls have been established to offer reasonable assurance for accurate recording and reliable financial and operational reporting, compliance with company policies, asset protection, and the prevention and detection of errors and fraudulent activity. These controls also help ensure accounting records are complete and accurate, and that information is prepared promptly and reliably. Both the Board and Audit Committee conduct regular reviews of these internal financial controls.

Corporate Social Responsibility

Your Company has constituted a Corporate Social Responsibility (CSR) Committee pursuant to Section 135 of the Act. The CSR policy has been formulated in accordance with the recommendations of the CSR Committee. Information regarding the composition of the CSR Committee, the Company's CSR policy, details concerning the development and execution of the policy, and initiatives undertaken throughout the year as mandated by the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, are annexed to this report (Annexure V).

Business Responsibility and Sustainability Report

In accordance with Regulation 34(2)(f) of the Listing Regulations, Your Company has prepared the Business Responsibility and Sustainability Report (BRSR) for the year 2025-26. The BRSR serves as an effective compliance and communication instrument for non-financial disclosures, representing a significant advancement in mandatory Environmental, Social, and Governance (ESG) reporting in India. This report outlines the ESG-related initiatives undertaken by Your Company and has been annexed to this report (Annexure VI) and forms a part of the Director's Report.

Particulars of Contracts or Arrangements with Related Parties

Your Company has entered into contracts or arrangements with its related parties. The related-party transactions are disclosed in the financial statements for the year ended March 31, 2026. Considering the amendments to definition of the related parties effective from April 1, 2022, under the Listing Regulations, transactions between the unlisted material subsidiary of

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

Policy on Prohibition, Prevention and Redressal of Sexual Harassment

Your Company established a Policy on Prohibition, Prevention, and Redressal of Sexual Harassment of Women at the Workplace, in compliance with The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013. An Internal Committee for the prevention and redressal of sexual harassment has been constituted for each branch. No complaints were received during the year ended March 31, 2026. Disclosures pursuant to The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013 have been duly included in the Corporate Governance Report.

Deposits

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

Maintenance of Cost Records

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

Particulars of Loans, Guarantees and Investments

The particulars of loans, guarantees and investments are disclosed in the financial statements for the year ended March 31, 2026. During the year no security has been provided as per Section 186 of the Act.

Vigil Mechanism/Whistle-Blower Policy

Your Company has established a vigil mechanism in accordance with Section 177 (9) of the Act and Regulation 22 of the Listing Regulations. Additionally, a WhistleBlower Policy has been adopted to facilitate the reporting of unethical, illegal, or improper conduct. Employees have been informed about this Policy to encourage the reporting of any leaks involving unpublished price-sensitive information.

The Policy incorporates robust safeguards to protect individuals who utilize the vigil mechanism from victimisation and permits direct access to the Chairperson of the Audit Committee in exceptional circumstances. Furthermore, no stakeholders have been denied access to the Audit Committee.

Composition of the Audit Committee

Your Company has constituted an Audit Committee, the composition of which has been provided in the Corporate Governance Report. During the year 202526, the Board accepted all the recommendations of the Audit Committee.

Secretarial Standards

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

Proceeding under Insolvency and Bankruptcy Code, 2016

The Company has not filed any applications and no proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016, during the financial year 2025-26.

Place: Mumbai Date: May 21, 2026

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

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

Litigations

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

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

Significant and Material orders passed by the Regulators or Courts

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

Acknowledgements

Your Directors acknowledge the cooperation and assistance received from various institutions,

Government agencies, members and professionals from different disciplines.

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

For and on behalf of the Board of Directors

(Palamadai Sundararajan Jayakumar)

Chairman

DIN: 01173236