As on: Jun 26, 2026 10:26 AM
Your Directors are pleased to present the Thirty-Third (33 rd ) Annual Report of CARE Ratings Limited ("the Company" or "CareEdge") along with the Audited Financial Statements for the year ended March 31, 2026.
FY26: Resilient Performance and Strategic
Progress Amid Global Volatility
FY26 was a year marked by heightened global volatility and emerging credit risks, during which the Company demonstrated resilience, discipline and strategic clarity. Despite a turbulent macroeconomic environment influenced by geopolitical tensions and trade-related disruptions, the Company sustained its market position in domestic debt ratings and further strengthened its presence in the securitisation segment, underscoring its credibility, analytical rigour and quality-led growth approach.
Financially, the Company maintained strong performance across its businesses. For FY26, consolidated revenue from operations stood at ' 473.07 crore, reflecting a year-on-year growth of 18%. This performance was supported by disciplined execution, diversified revenue streams, and consistent client engagement across domestic and international markets.
The Ratings business delivered industry-leading performance, supported by timely, well-calibrated rating actions, low investment-grade defaults, and robust governance practices. Continued investments in technology remained central to operational excellence, with the successful implementation of an end-to-end CRM platform, progress on the next-generation ratings system, and wider adoption of AI and machine-learning tools enhancing efficiency, transparency and analytical depth.
People remained a core pillar of the Company's strategy. A shift to an industry-focused business development model, coupled with structured leadership development initiatives and sustained focus on engagement and well-being, strengthened organisational capability and drove consistent new business momentum.
The Company's subsidiaries reported encouraging progress. CareEdge Africa and CareEdge Nepal achieved strong revenue growth while reinforcing their leadership positions in their respective markets. CareEdge Analytics and Advisory expanded its footprint across analytics, advisory, ESG, valuation and grading services, responding to increasing demand for independent, data-driven insights. CareEdge ESG consolidated its leadership in India's ESG ratings market,
while CareEdge Global completed its first full year of operations, achieving critical regulatory milestones and expanding global sovereign and credit coverage. With the publication of its 45 th sovereign rating, CareEdge Global officially established itself as the fourth-largest sovereign rating agency.
Supported by a strong governance framework, experienced leadership, and a long-term strategic vision, FY 26 positioned the CareEdge Group to deepen its global footprint, enhance analytical excellence, and deliver sustained value for stakeholders in the years ahead.
FY26: The Economic Backdrop
FY26 unfolded against a backdrop of heightened uncertainty for the Indian economy, driven largely by external developments. The year opened with US President Donald Trump's 'Liberation Day' tariffs and concluded amid renewed hostilities in West Asia. Notwithstanding these global headwinds, robust domestic fundamentals and timely policy interventions enabled the economy to maintain strong growth momentum. According to the Second Advance Estimates (SAE), India's real GDP expanded by 7.6% in FY26, up from 7.1% in FY25. On the supply side, manufacturing and services led the expansion, with manufacturing growth accelerating from 9.3% in FY25 to 11.5% in FY26, while services GVA rose by 9.0% compared to 7.9% a year earlier. From the demand perspective, private consumption grew by 7.7%, supported by policy rate cuts and GST rate rationalisation. Fixed investment growth also strengthened to 7.1% in FY26, up from 6.4% in FY25.
Headline retail inflation averaged 2.1% in FY26, with benign inflation across most categories. The favourable growth-inflation dynamics provided space for monetary easing, with the RBI reducing the policy repo rate by a cumulative 75 basis points to 5.25% over FY26.
Supported by healthy demand conditions and monetary easing, bank credit growth accelerated to 13.9% in FY26 from 11.0% in FY25. Credit expansion was led by MSMEs, services, and personal loans. Lending to MSMEs gained significant momentum during the year, rising by 25.9% as of February 2026 compared to 15.1% in the year-ago period. Personal loan growth, which had somewhat moderated following higher risk weights, rebounded to 15.2% by February 2026. Credit to the services sector also strengthened, increasing to 16.3% in February 2026 from 11.7% in the year-ago period, underpinned by
steady lending to the trading sector and a pickup in credit to NBFCs.
Corporate bond issuances totalled ' 10.7 trillion in FY26, recording a 3.3% decline over the previous year. Commercial paper issuances increased by 7% YoY to ' 17 trillion in FY26.
Pressure on India's external sector intensified over FY26 amid successive global shocks. US tariffs on Indian exports remained a major drag, given the imposition of an additional 25% penalty on top of the increased 25% tariff. Although an interim trade agreement was concluded with the US in February 2026, uncertainty persists. These trade-related developments were further overshadowed by the outbreak of hostilities in West Asia in March 2026, which disrupted trade flows and pushed up energy prices.
India's merchandise trade deficit widened in FY26. However, a strong services trade surplus and sustained remittance inflows helped offset the merchandise gap, containing the current account deficit at 1.0% of GDP during April-December FY26. In contrast, the capital account came under stress, due to weak net FDI flows, and sizeable foreign portfolio investor (FPI) outflows. As a result, the capital account balance declined sharply in April-December FY26. The deterioration in capital flows worsened the overall balance of payments, with the net position slipping further into negative territory over this period compared with a year ago. These dynamics, compounded by geopolitical uncertainty emanating from West Asia, resulted in a depreciation of over 10% in the rupee during FY26. The RBI intervened to contain excess volatility and continued to hold adequate foreign exchange reserves.
In sum, FY26 highlighted the Indian economy's underlying resilience amid elevated global uncertainty. Strong domestic demand, prudent policy support and broad-based sectoral performance sustained growth, while easing inflation improved macro-financial conditions. At the same time, external pressures tested the balance of payments and the currency, underscoring lingering vulnerabilities. The impact of hostilities in West Asia on India's macro fundamentals will need to be closely monitored in FY27.
FY27: Looking Ahead
India enters FY27 amid a challenging global environment marked by geopolitical tensions, particularly in West Asia, which have pushed up energy prices. Unlike the early phase of the Russia-Ukraine conflict, the recent hostilities have disrupted trade routes and triggered supply-side constraints, with multiple energy extraction and production facilities going offline. Given the time required to restore these capacities, energy prices are likely to remain elevated in FY27, even as the conflict de-escalates.
The transmission of these global developments to the Indian economy is expected to operate through multiple channels. Elevated energy prices are likely to exert both direct and indirect pressure on inflation. In addition, the increasing probability of an El Nino event poses an upside risk to food prices, potentially adding to inflationary pressures. As a result, inflation in FY27 is likely to exceed levels estimated prior to the West Asia hostilities, reinforcing the case for monetary policy caution.
From a fiscal standpoint, the West Asia crisis will result in a higher fuel and fertiliser subsidy burden. Recent reductions in excise duties and potential revenue shortfalls could further strain the fiscal position. India's current account balance is also likely to come under pressure with a higher energy import bill. The West Asia crisis could also have some adverse impact on India's exports and remittances inflows.
Capital flows in FY27 are likely to remain volatile amid elevated global uncertainty and tightening financial conditions. While episodic portfolio outflows may persist in the near term, India's strong macro fundamentals and relative growth resilience should support medium-term inflows, particularly FDI.
On balance, growth in FY27 is expected to moderate from FY26 levels, reflecting higher energy prices, external uncertainty, global supply vulnerabilities and tighter global financial conditions. While government capex momentum will continue, there could be pressure if the fiscal burden rises. Private investment, which had shown nascent signs of revival, may also become somewhat cautious amid the global turmoil. Services-led growth is likely to remain robust, while manufacturing may face near-term cost pressures. Overall, India is expected to maintain relatively strong growth by global standards, albeit with heightened downside risks.
Way Forward
As the Company enters FY27, it does so on the back of strong foundations built through innovation, disciplined execution, and a steadfast commitment to its core values of independence, credibility, and stakeholder trust. FY26 was a purposeful progress marked by balanced performance, portfolio diversification, and the successful deployment of future-ready solutions despite persistent global uncertainty and macroeconomic volatility.
The external environment continues to evolve amid geopolitical tensions, shifting trade dynamics, and potential volatility in energy prices and funding conditions. These developments warrant prudence and heightened vigilance. At the same time, they reinforce the importance of institutions that enable transparent risk assessment, informed decision-making, and
resilient financial ecosystems. The Company remains well-positioned to play this role.
Driving Quality-Led Growth Through Stronger Core Capabilities: The Company will remain sharply focused on quality-led and sustainable growth. A key priority will be the continuous strengthening of the Company's rating operations through enhanced analytical frameworks, surveillance processes, and scenario planning capabilities. The Company will leverage technology extensively across both core and support functions to improve accuracy, reliability, and market responsiveness, while ensuring that its methodologies remain robust, transparent, and compliant with evolving regulatory expectations.
Technology will be a critical enabler of efficiency and insight. In this context, the Company's enterprise-wide initiative to embed artificial intelligence into day-to-day operations will play a pivotal role.
Expanding Innovation and Market Relevance: Building on the momentum, the Company will continue to invest in innovation across new-age, digital, and verification-led solutions. Platforms such as PaRRVA, EdgeAvira.AI, and ReInvitEdge underscore the Company's ability to deliver independent, transparent, and data-driven risk and performance verification solutions, while deepening our engagement across infrastructure, investment-linked, and capital market ecosystems.
Thought leadership will remain central to our strategy. Through flagship conferences, research publications, podcasts, and national and international partnerships,the Company will continue to contribute meaningfully to policy discourse, market understanding, and capacity building.
People, Leadership, and Culture as Strategic Enablers:
People remain at the heart of the Company's success. In the year ahead, the Company will intensify its proactive HR initiatives to attract, develop, and retain high-quality talent. The Company will foster a dynamic and inclusive workplace culture that encourages innovation, collaboration, and accountability. Leadership development will receive focused attention through comprehensive technical and soft-skills training programs, coupled with structured opportunities for emerging leaders to take on greater responsibility.
Governance, Independence, and Stakeholder
Communication: Maintaining high standards of governance, independence, and transparency remains fundamental to the Company's operations. The Board and Management will continue to place emphasis on strengthening internal controls, compliance processes, and disclosure practices. Transparent and effective engagement with stakeholders, including investors, issuers, regulators, and employees, will remain a key priority to reinforce trust and long-term credibility.
The Management believes that the Company's strong foundation, diversified capabilities, and experienced workforce position it well to navigate near-term uncertainties while pursuing sustainable long-term growth.
Financial Performance
The Company's Financial Performance for the year ended March 31, 2026, is summarised below:
Summary of Financial Performance (Standalone)
('Rs. in Crore)
The total income for the financial year was ' 443.40 crore, a 14.26% increase from FY25, while the other income stood at ' 55.68 crore, a 8.35% increase from the previous year. Revenue from operations increased to ' 387.72 crore in FY26. The ratings income rose by 15.16% in FY26.
Your Company's total expenditure in the financial year was ' 210.93 crore, 10.40% higher than the previous year. Salary expenses at ' 162.64 crore in FY26 were 11.22 % higher than the previous year. At ' 174.39 crore, FY26 net profit after tax increased as compared to the previous year, aided by an increase in total income.
Returns to Shareholders Dividend
During the year, the Company paid an interim dividend of ' 8/- per equity share, amounting to a pay-out of ' 24.01 crore. The Board has recommended a final dividend of ' 14/- per equity share, amounting to a payout of ' 42.07 crore for FY26, 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
During the year, the Company successfully maintained its overall market share in debt ratings, underscoring its consistency and credibility in credit assessment. This trend highlights growing confidence in the company's analytical rigour, governance standards, and balanced credit perspectives. The securitisation business demonstrated notable resilience; despite an overall decline in market volumes during the year, the Company further strengthened its share in the securitisation segment, reinforcing its strong market position and execution capabilities in structured finance.
The Company's growth continues to be anchored on the pillars of Quality-led growth, Technology, People and Market outreach.
1. Quality-led growth: The Company has delivered the best rating performance across peers in the last three years and continues to increase the coverage of high-quality clients. The Company has rated 1210
new companies in FY26, and the companies under coverage stood at 4667 by the end of FY26.
2. Technology: The business team adopted a digital lifecycle journey for clients and implemented the end-to-end customer relationship management application. The CRM now supports the entire business lifecycle, from origination to engagement management, and has been seamlessly integrated with other internal applications to facilitate efficient data flow across the organisation. Beyond enabling faster turnaround times and operational efficiencies, the system has strengthened process discipline, pipeline visibility, and decision-making capabilities. The CRM is expected to significantly enhance sales intelligence and strategic planning capabilities in the years ahead.
3. People: In recent times, the Company restructured its Business Development team from a region-based model to a verticalised and industry-focused approach. This strategic shift enabled more efficient resource use and contributed to consistent growth in new business acquisitions throughout FY26.
4. Market outreach: During FY26, the Company continued to enhance its market outreach efforts with a strong emphasis on structured high-quality engagement. The Company conducted several high-intensity, closed-door roundtable discussions under the "CareEdge Charcha" series across multiple cities. These sector-focused forums covered Cement, Real Estate, Municipal Bonds, Securitisation and Speciality Chemicals, among others, enabling meaningful exchanges with issuers, investors, intermediaries, and policy stakeholders on industry trends, credit dynamics, and evolving risk considerations.
Ratings Vertical
FY26 was a turbulent year from a credit risk perspective, largely driven by external factors. During the second half of the year, Indian corporates were adversely affected by exorbitant US tariffs, and towards the end of the year, the escalation of the Middle East conflict impacted multiple industries exposed to the oil and gas sector.
The Company kept a close eye on the developments and took timely rating actions to reflect the increasing credit risk. Accordingly, the credit ratio (ratio of upgrades to downgrades) moderated to 1.93x in H2 FY26, from 2.56x in H1 FY26. The Company's rating performance, as measured by the number of investment-grade defaults during the year, remains industry-leading. It reflects the strong analytical capability and timeliness of our rating actions.
Despite the difficult environment, the Company's rating results remained among the top in the industry, evidenced by the low number of investment-grade defaults throughout the year. This highlights the effectiveness of its analytical skills, disciplined rating procedures, prompt decision-making, and strong governance structure.
The ratings vertical enhanced its thought leadership by hosting 40 conferences, roundtables, and webinars, and by publishing more than 80 opinion pieces on various topics. These publications attracted extensive media coverage and strengthened the Company's reputation as a trusted and influential market voice.
Technology and automation played a key role in achieving excellence in the Company's operations. Focused efforts are underway to integrate artificial intelligence (AI) and machine learning (ML) to improve workflows, enhancing accuracy and efficiency.
Despite ongoing global economic challenges, the Company remains confident in its ability to sustain strong performance through continued process rigour, deeper engagement with investors and ongoing innovation.
Advancing Analytics with Digital Capabilities
In FY 26, the Company strengthened its sales governance and execution by implementing an integrated Customer Relationship Management (CRM) system that covers the end-to-end sales lifecycle. Seamless integration with enterprise systems ensures secure access, data integrity, and process continuity. The CRM has improved transparency and control through standardised workflows, centralised sales data, and real-time visibility. These enhancements have enabled better decision-making, stronger pipeline oversight, and more effective customer engagement. The next phase will focus on leveraging advanced data analytics to further enhance insight-driven decision-making and sales effectiveness.
During the year, the Company enhanced its Machine Learning (ML) models for extracting financial and operational data from public corporate filings. The upgraded models demonstrate improved accuracy, contextual understanding, and support for multiple document formats. Ongoing model training has enhanced data quality, increased analyst productivity, and reduced turnaround times. These capabilities will be further leveraged in the coming year to enable geographic expansion and deeper sector coverage.
In FY 26, the Company continued the phased development of its next-generation rating platform using an agile delivery approach in partnership with a technology provider. Multiple key modules were successfully launched during the year, with further modules planned for implementation in the coming year. The platform is being developed on secure, scalable, cloud native technologies and incorporates advanced AI/ML capabilities to support intelligent
document processing and improved analytical decision-making for analysts.
Following the launch of the new website last year to establish a unified brand identity across the Group, the Company has initiated upgrades to its underlying technology stack in the coming year. These enhancements aim to deliver a richer design, an improved user experience, and better performance and scalability.
Key business applications supporting the ratings analyst team were upgraded to meet regulatory and compliance requirements, enhancing efficiency and analyst productivity. The Company also expanded its central document repository—now a core component of the new rating platform—strengthening data availability, accessibility, and overall operational resilience.
The Company enhanced its information security posture by implementing a Managed Security Operations Centre (MSOC) and Brand Monitoring solutions. Business Continuity and Disaster Recovery readiness was validated through the successful execution of planned and unplanned DR drills. Organisation-wide information security awareness programmes, including phishing simulation exercises, were conducted to strengthen employee cyber risk awareness. As part of its cybersecurity roadmap, the Company is progressing toward ISO/IEC 27001 certification and plans to further strengthen controls by aligning with the DPDP framework and implementing Data Loss Prevention (DLP) policies.
During the year, the Company completed the technology setup for its subsidiary offices in Ahmedabad (GIFT City) and Mumbai, enabling secure, scalable operations.
In the year, the adoption of artificial intelligence (AI) across the organisation increased significantly, reaching over 60%, reflecting broader acceptance and integration of AI-assisted productivity tools across functions. As part of the Company's targeted adoption of AI, select AI agents were made live to support data collection, productivity enhancement and operational excellence.
In parallel, several generative artificial intelligence (GenAI) proof of concepts (PoCs) are underway, aimed at enhancing operational efficiency and decision support, prior to any broader deployment.
Enhancing Brand Visibility and Stakeholder Outreach
FY26 marked a significant step forward as the Company expanded its branding and visibility initiatives, resulting in a higher share of voice across key channels. This positioning has been reinforced through multiple outreach initiatives, including speaker forums, knowledge-sharing sessions, roundtables, and
conferences, which supported sustained brand visibility and credibility. Through targeted, high-quality outreach and deeper media engagement, we consistently amplified the Company's perspective and reinforced its positioning as a thought leader. As a result of this strategy, the Company featured in 9,441 media mentions.
During the year, the Company continued to strengthen its thought-leadership platform through InsightEdge, a podcast series that brings together leading voices from corporate finance, banking, economics, and public policy. The series featured in-depth conversations with senior corporate leaders, including Dr V. Anantha Nageswaran, Chief Economic Advisor to the Government of India; Shri Sanjeev Sanyal, Member - Economic Advisory Council to the Prime Minister; Neelkanth Mishra, Chief Economist, Axis Bank & Head of Global Research, Axis Capital Ltd; Jugeshinder 'Robbie' Singh, Group CFO, Adani Group; Rama Mohan Rao Amara, Managing Director at State Bank of India (SBI) and Manoj Kumar Gyawali, CEO, Nabil Bank.
The Company focused on positioning the organisation as a knowledge-driven brand through consistent and insight-led communication. The Company's monthly newsletters, focused on infrastructure, BFSI, ESG, and global markets, continue to be widely circulated among market intermediaries. CareEdge's monthly publication, Foresights, provides analytical perspectives on the health of domestic and global markets and has received positive feedback from stakeholders.
During the year, CareEdge hosted 31 webinars (including 4 global) as part of its ongoing thought leadership and stakeholder engagement efforts. These sessions provided a structured platform to disseminate industry insights, credit perspectives, global updates, and forward-looking market assessments across key sectors.
CareEdge leaders participated in around 315 knowledge-sharing forums and speaker sessions across the industry and media. These sessions not only served as platforms for dialogue but also enabled us to produce a wealth of content, including knowledge papers, thematic reports, and regular industry-specific updates.
During the year, the Company significantly deepened its engagement with policymakers, regulators, global institutions, and market participants through a series of high-impact dialogues and initiatives focused on trust, transparency, and resilience in financial markets. Through its flagship platforms and collaborative efforts, the Company continued to reinforce its role as a catalyst for informed discussion on sovereign ratings, capital markets, credit ecosystems, and economic resilience, both in India and across key international jurisdictions.
In a landmark development for India's capital markets, CareEdge, in collaboration with the National Stock Exchange of India Limited (NSE), announced the
pilot launch of the Past Risk and Return Verification Agency (PaRRVA) on December 08, 2025, in Mumbai. The pilot was inaugurated by Shri Tuhin Kanta Pandey, Chairman, SEBI.
In a significant advancement for India's infrastructure investment ecosystem, CareEdge also launched 'ReInvitEdge', a powerful platform dedicated to Infrastructure Investment Trusts and 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.
Further reinforcing the Company's global thought-leadership agenda, CareEdge hosted "The Dialogue - Ratings and Economic Resilience: Building Global Confidence" in Delhi on November 11, 2025. The event was graced by Shri Piyush Goyal, Hon'ble Minister of Commerce & Industry, Government of India, as the Chief Guest. Mr V. Chandrasekaran, Chairman, CareEdge Ratings, delivered a special address in the presence of Mr Rajiv Bansal, Non-Executive Independent Director, CareEdge Ratings followed by an address by Mehul Pandya, MD & Group CEO, CareEdge A Panel discussion was moderated by Revati Kasture, CEO, CareEdge Global & Executive Director, CareEdge Ratings. The panel featured Dr Dipesh Shah, Executive Director (Development), International Financial Services Centres Authority (IFSCA); Mr Aurelien Kruse, Lead Country Economist, World Bank Group; Ms Kamalika Das, Regional Economist - South Asia, International Finance Corporation; and Sachin Gupta, Chief Rating Officer & Executive Director, CareEdge Ratings.
The Group also continued its domestic engagement through "CareEdge Conversations", hosted in Delhi on October 08, 2025, under the theme "Powering India's Growth: Shaping Tomorrow." The keynote address was delivered by Dr V. Anantha Nageswaran, Chief Economic Advisor to the Government of India. Mehul Pandya, MD & Group CEO, CareEdge, delivered the welcome address, followed by a thematic presentation by Revati Kasture, CEO, CareEdge Global & Executive Director, CareEdge Ratings. A high-powered panel comprising Mr P.S. Gangadhar, Joint Secretary - ED, Ministry of External Affairs, Government of India; Mr Sanjay Kulshrestha, CMD, HUDCO; Mr Pinaki Bhattacharya, Founder, MD & CEO, AMPIN Energy Transition; and Mr Shri Vinay Sekar, CEO, Cube Highways InvIT, deliberated on policy directions, infrastructure financing, and sustainable development. The session was moderated by Sachin Gupta, Chief Rating Officer & Executive Director, CareEdge Ratings.
CareEdge successfully hosted the Kochi edition of CareEdge Conversations on July 25, 2025. The session, themed 'India's Economic Outlook - Navigating Growth Amidst Global Uncertainties,' brought together distinguished leaders from finance, policy, and industry
to share strategic perspectives on India's growth trajectory and macroeconomic resilience. This edition witnessed participation from Mr Ravi Mohan, Chairman, ESAF Small Finance Bank Ltd; Mr V.P. Nandakumar, MD & CEO, Manappuram Finance Ltd; and Mr Seshadri P R, MD & CEO, South Indian Bank. The session was moderated by Sanjay Agarwal, Senior Director, CareEdge Ratings.
Extending its international outreach, CareEdge hosted "The Dialogue on Credit and Capital" in Colombo, Sri Lanka, on June 06, 2025, in collaboration with the International Financial Services Centres Authority, NSE International Exchange (NSE IX), and India in Sri Lanka (High Commission of India, Colombo), along with partners including TWCorp, Indo-Sri Lanka Chamber of Commerce and Industry, and the INDIA CEO FORUM. The event commenced with welcome remarks by Mr Santosh Jha, Hon'ble High Commissioner of India to Sri Lanka, followed by presentations from Mr Pradeep Ramakrishnan, Executive Director, IFSCA; Revati Kasture, CEO, CareEdge Global; and Mr Bala V, CEO, NSE International Exchange (NSE IX). A panel discussion moderated by Mr Thilan Wijesinghe, Chairman, TWCorp, explored access to global capital, regulatory frameworks, and opportunities for Sri Lankan companies to raise capital efficiently.
In collaboration with the Royal Monetary Authority of Bhutan and the Royal Securities Exchange of Bhutan, CareEdge successfully hosted "The Dialogue - Sovereign & Global Ratings: Trust & Transparency" in Thimphu, Bhutan, on January 08, 2026. The roundtable brought together regulators and market participants to deliberate on strengthening credibility and transparency in sovereign and global ratings frameworks. The keynote address was delivered by Ms Ugyen Choden, Deputy Governor, Royal Monetary Authority of Bhutan, and a special address was delivered by Mr Aniket G. Mandavgane, Deputy Chief of Mission, Embassy of India in Thimphu, Bhutan.
The Company's knowledge partnerships with leading entities, such as the ET MSME Awards, Institutional Investor Advisory Services, MSME Banking Excellence Awards, by the Chamber of Indian Micro, Small & Medium Enterprises, Indian Federation of Green Energy, Assocham, Global Real Estate Brand Awards, AIBI, Ministry of Power, ET Edge, Free Press Journal, Business Today, further accentuated the company's visibility and influence.
Social media has played a crucial role in amplifying CareEdge's reach, significantly enhancing its visibility and engagement across platforms, and solidifying its presence in the digital landscape. During the year, the Company's social media pages, such as LinkedIn and Twitter, have crossed 2 million and 5 million impressions, respectively. Furthermore, the Company's investor relations outreach continues to foster robust connections with the financial community, ensuring its stakeholders remain well-informed and engaged.
FY26: Some of the Notable Events:
• Mehul Pandya, MD and Group CEO, CareEdge, participated in Raisina Dialogue 2026, a premier global forum on geopolitics, geo-economics, and capital flows on March 5, 2026. He shared expert perspectives on sovereign and institutional risk assessment, the drivers of credit re-rating, and the critical role of credibility in shaping investor confidence across jurisdictions.
• Mehul Pandya, MD and Group CEO, CareEdge, participated in a Private Roundtable hosted by the Centre for Strategic and International Studies (CSIS) at Washington, DC, on June 11, 2025.
• Mehul Pandya, MD and Group CEO, CareEdge, participated and shared his views at the 5 th India Africa Entrepreneurship and Investment Summit at Nairobi on July 18, 2025.
• Mehul Pandya, MD and Group CEO, CareEdge, participated in the Financial Inclusion & Fintech Summit 2025, organised by the Confederation of Indian Industries (CII) on July 5, 2025.
• Mehul Pandya, MD and Group CEO, CareEdge, was invited as an esteemed panellist at the 15 th Annual Banking & Finance Conference organised by the IMC Chamber of Commerce and Industry on July 4, 2025.
• Mehul Pandya, MD and Group CEO, CareEdge, was invited as a guest on Paisa Vaisa. podcast hosted by Anupam Gupta. He highlighted core manufacturing and services, stating deleveraged balance sheets and strong banking capitalisation.
• Sachin Gupta, Chief Rating Officer and ED, CareEdge Ratings, featured on Paisa Vaisa Podcast hosted by Anupam Gupta to discuss the ticking time bomb of the $1 trillion global private credit market.
• Sachin Gupta, Chief Rating Officer and ED,
CareEdge Ratings, was invited as a speaker at the ET Infra Financing Summit 2026, March 13, 2026.
• Sachin Gupta, Chief Rating Officer and ED, CareEdge Ratings, was invited as a speaker at Unlocking Capital Markets for India's Green Energy Transition, jointly hosted by Artha Global and the Climate and Sustainability Initiative on February 17, 2026.
CareEdge Ratings, discussed how Indian MSMEs and the exporting community are bracing for Trump's tariff thunder with ET Spotlight.
• Revati Kasture, ED, CareEdge Ratings & CEO, CareEdge Global was invited as a panellist at the 2 nd CII Financing Summit 2025. The session, on "Building Deeper Capital Markets: Debt, Equity and Commodity Derivatives Asset Classes on November 18, 2025.
• Revati Kasture, ED, CareEdge Ratings & CEO, CareEdge Global, was invited as an eminent speaker to speak on "Sovereign Ratings" at Global Securities Markets Conclave 2.0, organised by International Financial Services Centres Authority on February 27, 2026.
• Revati Kasture, ED, CareEdge Ratings & CEO, CareEdge Global moderated a session on 'Business Value v/s Market Valuation' at the Finance Forward Conference organised by PHD Chamber of Commerce & Industry on October 30, 2025.
• Revati Kasture, ED, CareEdge Ratings and CEO, CareEdge Global, was an esteemed panellist at the 'BFSI Summit' organised by Business Standard on October 31, 2025, in Mumbai. She spoke in a session titled 'Has Gift City IFSC truly arrived'.
• Revati Kasture, ED, CareEdge Ratings and CEO, CareEdge Global, was invited as a guest on The Simple Hai podcast, on July 10, 2025. During the discussion, she explained how India's credit health and economy are doing well compared to the early 90s.
• Rajani Sinha, Chief Economist, CareEdge Ratings, participated in FICCI's 'Decoding Union Budget 2026-27' session held at the National Stock Exchange (NSE India), Mumbai, on February 2, 2026.
• Rajani Sinha, Chief Economist, CareEdge Ratings, was invited to interact with the Hon'ble Prime Minister of India, Shri Narendra Modi, as part of a select group of eminent economists on December 30, 2025.
• Rajani Sinha, Chief Economist, CareEdge Ratings, was a panellist at 'India's Growth Trajectory Amidst Global Headwinds' organised by ArthaShastra, an economic wing of IIM Rohtak, on October 31, 2025.
• Swati Agrawal, CEO, CareEdge Advisory, shared the stage with Shri Manohar Lal, Union Minister for Power, and officials from the power ministry at the Bharat Electricity Summit, 2026 curtain-raiser event on January 15, 2026.
• Swati Agrawal, CEO, CareEdge Advisory, was invited as a moderator at 'Connect: India's Future Ready Leaders - Viksit Bharat @2047' on February 16, 2026. Swati moderated a compelling panel on Role of Boards - Corporate Governance 2047.
• Abhisheik Vishwakarma, CEO, CareEdge Analytics, participated in a panel discussion at the 41 st Asian Bankers Association (ABA) Conference in Bhutan, held on September 15-16, 2025. The discussion focused on digital transformation in the banking industry and the growing role of AI and data analytics in driving inclusion and efficiency.
• Abhisheik Vishwakarma, CEO, CareEdge Analytics, along with his team, launched ReInvitEdge in guidance from the Securities and Exchange Board of India (SEBI) at the REITs & InvITs Conclave in New Delhi on November 21, 2025.
• Saurav Chatterjee, Director & CEO, CareEdge Africa, participated as a speaker in a high-level forum on strengthening credit analysis and integrating credit rating into lending decisions in Kenya's banking sector on March 18, 2026. The event was organised by The Chartered Institute for Securities & Investment (CISI) and the Kenya Bankers Association in partnership with CareEdge Africa.
• Saurav Chatterjee, Director & CEO, CareEdge Africa, was invited as a panellist at the G-CoP Policy Dialogue on "Navigating Credit Ratings: Enhancing Africa's Creditworthiness for Growth and Resilience," hosted by the Africa Development Institute, on February 26, 2026.
• Saurav Chatterjee, Director & CEO, CareEdge Africa, was invited as a speaker at the Inaugural Loan Market Association (LMA) & ICMA - International Capital Market Association Annual Africa Summit 2026, on February 25, 2026. CareEdge South Africa was a partner at this event.
• Ananda Prakash Jha, CEO, CareEdge Nepal, represented the company at the 33 rd Anniversary of the Securities Board of Nepal (SEBON), on June 8, 2025.
• Ananda Prakash Jha, CEO, CareEdge
Nepal, attended a Roundtable Meeting with Dr. Rakesh Pandey, Deputy Chief of Mission at the Embassy of India, Kathmandu, on August 28, 2025.
• Saikat Roy, CEO, CareEdge-ESG Ratings and Senior Director, CareEdge Ratings, was invited as an esteemed panellist at the 'India Maritime Week 2025', on October 28, 2025.
• Saikat Roy, CEO of CareEdge-ESG Ratings and Senior Director, CareEdge Ratings, was invited as a speaker at the CII Eastern Region Green Industry Conclave 2025, where he delivered insights on the theme "Incentivising ESG Adoption: Collaboration, Innovation, and Impact" on December 12, 2025.
• Sanjay Agarwal, Senior Director, CareEdge Ratings, was invited as a Moderator to moderate a session on 'Infrastructure Financing - Capital, Risk and Project Execution' at the 6 th CE Finance Conclave 2026, organised by iCEMA on February 25, 2026.
• Nitesh Jain, CRO, CareEdge Global, was a panellist at the III Russia-India Forum, titled "From the Volga to the Ganges: Dialogue of Civilisations and Integration of Capital Markets," held at the National Stock Exchange (NSE), Mumbai, on March 19, 2026.
• Nitesh Jain, CRO, CareEdge Global, participated in the IFSCA-led roundtable on Transition Bonds, organised in collaboration with India International Exchange (IFSC) Ltd (India INX), contributing to discussions on sustainable finance and capital market innovations on March 6, 2026.
• Rajashree Murkute, Senior Director, CareEdge Ratings, was invited as an esteemed Jury Member for the 1 st MultiLogistix Awards 2025, November 12-13, 2025.
• Rajashree Murkute, Senior Director, CareEdge Ratings, was invited to speak at Connect Future Ready Leaders in Viksit Bharat@2047, organised by ENQUBE Collaborations in partnership with CFO Club on February 16, 2026.
• Ranjan Sharma, Senior Director, CareEdge Ratings, moderated a compelling panel discussion on "Manufacturing Resilience in Uncertain Times" on February 11, 2026, organised by ASAPP Info Global Group.
• Ranjan Sharma, Senior Director, CareEdge Ratings, was invited to join as a moderator for a panel discussion on "Construction Equipment Sector" during the 15th RAHSTA (Roads) Conference & EXPO 2025 on September 3, 2025.
• Sabyasachi Majumdar, Senior Director, CareEdge Ratings, was invited as a speaker at NTPC's 18th Lenders' Meet held on December 10, 2025, in Delhi. His participation contributed to insightful discussions on the evolving power sector landscape.
HR IN ACTION:
Proactive Talent & Culture Strategy
The Company remain committed to building a people-first, future-ready workforce by strengthening how we attract, engage and retain talent. The Company's people strategy focuses on fostering an agile, inclusive and experience-led workplace culture that empowers individuals, supports continuous capability development and sustains high performance.
Next-generation leadership and capability development
The Company's capability-building agenda emphasises a balanced integration of technical expertise, digital fluency and human skills. Through structured learning pathways and experiential leadership exposure, the Company continues to strengthen a leadership pipeline that is equipped to manage complexity, support transformation initiatives, and contribute to the organisation's long-term resilience.
Expansion, capability building and people- centred growth
In FY26, the Company progressed its people agenda through focused initiatives across the employee lifecycle, reinforcing our position as an employer of choice. Efforts remained centred on strengthening learning pathways, enhancing engagement experiences and supporting talent retention, while sustaining a workplace environment where employees can perform and grow.
These efforts translated into measurable improvement, with the Employee Net Promoter Score (eNPS) recording a significant positive uplift, reflecting employee trust and confidence in the organisation.
KEY INITIATIVES OF FY26:
Leadership and talent development
The Company advanced its capability-building agenda through the following initiatives:
• Assessment and Development Centres identified 42 high-potential analysts for a structured three-month leadership readiness journey.
• The Transformational Leadership Programme at IIM Ahmedabad continued to strengthen leadership depth within the organisation.
• The Leadership Connect Series enabled direct engagement with senior leaders, reaching over 300 employees.
• Development programmes focused on situational leadership and storytelling supported the enhancement of managerial capability.
Engagement and well-being
The Company continued to foster an energised and inclusive workplace through initiatives such as Yoga Month, Sports Day across locations, festive celebrations, Kids at Work Day and picnics. These initiatives supported employee well-being, strengthened interpersonal connections and reinforced organisational culture.
Enhancing Value Creation Across Group Entities
The Company has six subsidiaries: CareEdge Global IFSC Limited, CARE ESG Ratings Limited, CARE Analytics and Advisory Private Limited, CARE Ratings Nepal Limited, CARE Ratings (Africa) Private Limited, CARE Ratings South Africa (Pty) Limited (A subsidiary of CARE Ratings (Africa) Private Limited)
CareEdge Global IFSC Limited (CareEdge Global)
CareEdge Global was established to extend the CareEdge Group's analytical capabilities to global credit markets, operating within a robust regulatory, governance, and risk management framework. Having commenced operations in October 2024, FY26 represents the Company's first full year of operations.
CareEdge Global achieved several important regulatory and institutional milestones during FY26. CareEdge Global is the first global credit rating agency to be licensed by IFSCA and has secured an additional licence for ESG Ratings and Data Products. It also received accreditation from the Reserve Bank of India as an international credit rating agency for the purpose of risk-weighting banks' non-resident corporate exposures.
CareEdge Global continued to scale its operations during the fiscal year in a measured and disciplined manner, consistent with its quality-led growth strategy. Sovereign rating coverage expanded from 39 to 45 countries, representing over 85% of global GDP. Excluding Chinese domestic rating agencies, CareEdge Global now ranks among the four largest credit rating agencies globally by the number of sovereigns rated. As of March 31, 2026, aggregate rated debt across corporate, infrastructure, and financial institutions crossed USD 8 billion. To support the portfolio, the Company developed multiple sector-specific rating criteria during the year.
CareEdge Global also undertook its first mandates for fund valuation, 'use of proceeds' assessments, and an international client engagement, supporting the gradual diversification of its service offerings. CareEdge Global recorded total revenue of ' 9.00 crore and reported a net loss of ' 3.43 crore in FY26, reflecting its first full year of operations and continued investments in talent, analytical capability, and infrastructure.
CARE ESG Ratings Limited (CareEdge ESG)
During FY26, CareEdge ESG further consolidated its position within India's evolving ESG and sustainable finance ecosystem.
In FY26, CareEdge ESG significantly strengthened its leadership position in India's ESG ratings market. Market share increased from approximately 37% at the beginning of the year to nearly 58% by year's end, supported by 26 of the total 45 outstanding ESG ratings, positioning CareEdge ESG as the largest Category I -Issuer Pays ESG Rating Provider (IP ERP) by number of active ratings. During the year, 27 new ESG ratings were assigned across the market, of which CareEdge ESG secured approximately 74% (20 ratings), reflecting focused execution, effective issuer engagement and growing confidence in its ESG assessment approach.
Alongside its core ESG Ratings business, CareEdge ESG expanded into Third-Party Reviews (TPRs), strengthening its presence in the sustainable finance ecosystem. CareEdge ESG successfully delivered its first Second Party Opinion (SPO) for a Sustainable Finance framework and completed TPR engagements for CRAF and CGIL, establishing execution capability and laying the foundation for scaling offerings across GSS+ instruments.
CARE Analytics and Advisory Private Limited (CareEdge Analytics & CareEdge Advisory)
CareEdge Analytics
With over 19 years of experience, CareEdge Analytics has evolved into a FinTech entity within the CareEdge ecosystem, establishing itself as a strong player in the credit technology space. The firm specialises in delivering advanced, GenAI-powered risk and compliance solutions to banks and financial institutions through its proprietary AI platform, EdgeAvira.ai. Backed by the strength of its parent, CareEdge Ratings, the company leverages deep analytical expertise and has successfully deployed its solutions across India, Sri Lanka, and Bhutan. This strategic transformation underscores its focused approach toward credit risk, compliance, and innovation, while it continues to expand into high-growth markets across Africa.
Risk Solutions:
CareEdge Analytics transforms data into actionable risk intelligence by combining deep financial domain expertise with advanced AI-driven technologies. Its integrated product suite—CredEdge (Intelligent Credit Processing), IntelEdge (Intelligent Credit Monitoring), and Kalypto (Regulatory Reporting)— powered by the EdgeAvira.ai platform, enables banks and NBFCs to enhance credit quality, strengthen risk governance, improve compliance, and drive informed decision-making across the risk lifecycle.
Risk Consulting:
The firm offers specialised consulting services spanning credit risk modelling, model risk management (MRM), model validation, and governance advisory. It supports the development and validation of internal models, strengthens model governance frameworks, and advises on risk policies and stress testing. Additionally, it provides valuation of complex instruments such as MLDs and delivers strategic advisory on credit policy, compliance, and transformation initiatives.
Valuation Services:
CareEdge Analytics delivers independent valuations and fairness opinions using robust methodologies, advanced models, and transparent documentation, supporting transaction execution, financial reporting, and regulatory compliance.
ReInvitEdge:
ReInvitEdge is an AI-powered valuation platform designed for investors to access, compare, and analyse data across both public and private InvITs in India. It provides detailed insights into underlying assets across sectors such as roads, power, transmission, renewables, and digital infrastructure, as well as pipeline visibility.
CareEdge Advisory
The Industry Research business sustained its expansion, aided by favourable capital market conditions, a robust sectoral knowledge base, and increasing acceptance of CareEdge's research solutions across a wide spectrum of customers. The business further strengthened its presence in emerging and high-growth areas such as BFSI, alternative investments and private credit, industrial automation, and the entertainment sector, while continuing to consolidate its leadership position in traditional sectors, including infrastructure and manufacturing.
The Corporate Advisory segment maintained its growth trajectory on the back of sustained business development efforts and strong execution capabilities built over recent years. The analytical insights and customised solutions delivered through these engagements continued to receive strong client acceptance, resulting in repeat mandates and enhanced market credibility. During the year, CareEdge Advisory further strengthened its expertise and capacity in this vertical, positioning it well for scaling up and expanding its advisory offerings.
The Grading Services business continued to witness strong momentum, driven by the growing emphasis from investors and stakeholders on independent third-party assessments as a critical input to their decision-making. CareEdge's reputation for analytical rigour and impartiality continued to support growth in this segment.
The ESG services business recorded continued progress, with the service suite evolving in line with increasing regulatory requirements and stakeholder expectations. The Advisory teams demonstrated strong capabilities in handling complex ESG mandates, including third-party reviews, ESG opinions, impact assessments, and sustainability reporting assignments. CareEdge Advisory continued to support clients with ESG integration and reporting across domestic and international frameworks, including Business
Responsibility and Sustainability Reporting (BRSR), the Global Reporting Initiative (GRI), and Integrated Reporting, with several such reports made available in the public domain.
During the year, CareEdge Advisory further expanded its client base, with engagements across fund houses, public sector undertakings, banks, financial institutions, manufacturing companies, and municipal corporations. The widening and diversified clientele underscores the growing acceptance of CareEdge Advisory's capabilities across sectors.
CareEdge Advisory is well-positioned to capitalise on emerging opportunities, supported by its strong analytical foundation, experienced teams, and diversified advisory portfolio. The focus going forward remains on sustainable growth, deepening client relationships, and continued enhancement of service delivery standards.
CARE Ratings (Africa) Private Limited (CareEdge Africa)
Operating since 2014, CareEdge Africa has played a meaningful role in the development of Mauritius' debt capital market through credit rating and analytical activities. In FY26, CareEdge Africa recorded an 18% increase in revenue, driven by higher volumes of debt rated, supported by new rating assignments and ongoing surveillance activities. Going forward, CareEdge Africa is strategically planning to broaden its operational reach across additional African territories, with a primary focus on countries in Eastern and Southern Africa.
The objective is to leverage the CareEdge Group's overall experience across the Indian and Mauritian markets to support the adoption and deepening of credit rating practices within Africa's capital market ecosystem through structured training, advisory support and technology-driven analytical frameworks. In FY26, in addition to rating bonds and bank facilities, CareEdge Africa rated the first sustainability-linked local currency bond issued by a leading conglomerate in Mauritius, with participation from a reputed development finance institution based in the United Kingdom.
CARE Ratings Nepal Limited (CareEdge Nepal)
In FY26, CareEdge Nepal further strengthened its market position through sustained stakeholder engagement, enhanced knowledge-sharing initiatives, and active participation across the financial ecosystem. CareEdge Nepal continued to collaborate closely with regulators, financial institutions, and international stakeholders, while delivering a series of knowledge sessions covering credit rating practices, banking sector performance, hydropower dynamics, and the broader Nepalese economy.
A key highlight of the year was the successful co-organisation of the National Level Capital Market Quiz 2026 under the Global Money Week initiative, which served as an important platform to promote financial literacy and foster collaboration between academia and industry. Internally, CareEdge Nepal remained focused on strengthening organisational capabilities through team development initiatives, employee engagement programs, and strategic alignment efforts.
Despite operating in a challenging environment marked by the tragic events during the Gen Z protest in September 2025 and the national elections in March 2026, CareEdge Nepal successfully achieved its business targets. It sustained its leadership position as the number one credit rating agency in the market.
CareEdge Nepal recorded a 19% revenue growth and an approximate 6% increase in profitability during FY26, reflecting its resilient business model and continued focus on quality and client engagement.
Going forward, CareEdge Nepal aims to expand its market reach, deepen client relationships, and continue investing in its human capital and institutional capabilities to drive sustainable, long-term growth.
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 FY26 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/1744276927 RPT%20 Policy.pdf
Details of applications 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. Rajiv Bansal (DIN:00245460) and Ms. Indrani Banerjee (DIN:09043941) were appointed as Additional Director (in the category of Non-Executive Independent Director) w.e.f. May 30, 2025. Shareholders of the Company approved their appointment as Independent Directors of the Company for a term of three consecutive years at the Annual General Meeting of the Company held on July 10, 2025.
Mr. Najib Shah (DIN:08120210), Ms. Sonal Desai (DIN: 08095343) and Dr. M. Mathisekaran (DIN:03584338), completed their second term as Independent Directors of the Company at the 32 nd Annual General Meeting held on July 10, 2025 and accordingly, ceased to be Independent Directors of the Company with effect from July 10, 2025.
Further, Mr. G. Mahalingam (DIN:09660723) and Mr. V. Chandrasekaran (DIN:03126243), completed their tenure as Non-Executive Independent Director of the Company on November 20, 2025 and December 6, 2025, respectively. They were subsequently re-appointed as Non-Executive Independent Directors for a second term from November 21, 2025 and December 7, 2025, respectively, who shall not be liable to retire by rotation.
Dr. Bimal Patel (DIN:03006605) was appointed as an Additional Director in the category of Non-Executive Independent Director of the Company with effect from November 12, 2025. Further, his appointment was approved by the Members of the Company through a postal ballot on January 15, 2026.
Mr. Sobhag Mal Jain (DIN:08770020), resigned as Non-Executive Non-Independent Director of the
Company with effect from January 27, 2026, due to preoccupation and other professional commitments.
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.
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 8 (Eight) times during the Financial Year ended 2025-26 on May 12, 2025; May 30,
2025, July 10, 2025, August 5, 2025; November 12, 2025; January 20, 2026, February 11, 2026 and March 13,
2026. 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 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%20 Blower%20Policy.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 of the Act, 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/1744277658 NRC%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 FY26 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 13, 2026, 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, 2026, 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. B S R & 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.
At the ensuing Annual General Meeting of the Company, M/s. B S R & Co. LLP, Statutory Auditors of the Company, will complete their first term as Statutory Auditors of the Company.
Pursuant to the recommendation of the Audit Committee, the Board of Directors of the Company has recommended the re-appointment of M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022) as the Statutory Auditors of
the Company pursuant to Section 139 of the Act, from the conclusion of ensuing Annual General Meeting of the Company till the conclusion of the 38 th Annual General Meeting to be held in the year 2031, subject to the approval of the Members of the Company. The Resolution proposing the appointment of M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022) as the Statutory Auditors of the Company is included in the Notice convening the Annual General Meeting.
Pursuant to Section 139 of the Act and the Rules framed thereunder, the Company has received written consent from M/s. B SR & Co. LLP, Chartered Accountants and a certificate that they satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and Rules framed thereunder. As required under the SEBI Listing Regulations, M/s. B S R & Co. LLP, Chartered Accountants, has confirmed that they hold a valid certificate issued by the Peer Review Board of ICAI.
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 Members of the Company at Annual General Meeting of the Company held on July 10, 2025, have approved appointment of Parikh and Associates, Company Secretaries, to conduct the Secretarial Audit of the Company for a period of five financial years. 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 FY26 of CARE Analytics and Advisory Private Limited, material unlisted subsidiary of the Company, is appended to this Report as Annexure - IIB.
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 i ni ti ati ves i n respect of the conservati on 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 ' 1.63 crore and has spent ' 0.22 crore 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, 2026, 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
Compliance with the Maternity Benefit Act
During the year under review, the Company has complied with the provisions of the Maternity Benefit Act, 1961.
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/1744277241 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, 2026 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, 2026. The Authorised Share Capital of the Company is ' 35,00,00,000/- (3,50,00,000 Equity Shares of face value of ' 10/- each).
During the Financial Year ended on March 31, 2026, the Company has allotted 1,14,865 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, 2026, was ' 30,04,70,130/- which consisted of 3,00,47,013 equity shares of ' 10/- each.
Employees Stock Option Schemes
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 ' 25 Lakh and subsequently enhanced it to ' 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 FY26, 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, 2026, 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 FY26, your Company released payments amounting to ' 3.30 crores (P.Y.: ' 2.75 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%20Responsibility%20(CSR)%20 Policy.pdf
Material Non-Listed Subsidiary
As per the Consolidated Financial Statements of the Company for FY26, CARE Analytics and Advisory Private Limited is 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, 2026, 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, 2026, 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
Place: Mumbai Date: May 13, 2026
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