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CRISIL Ltd. Proxy Solicitation & Information Statement 2025

Sep 25, 2025

58999_rns_2025-09-25_635b7a1f-7a6d-459b-9bc7-f6c4d57fe8cb.pdf

Proxy Solicitation & Information Statement

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September 25, 2025

National Stock Exchange of India Ltd. Listing Department Exchange Plaza, 5th floor BSE Limited Plot No. C/1, G Block P J Towers Bandra-Kurla Complex Dalal Street Bandra (East), Mumbai 400 051 Mumbai 400 001

Dear Sirs,

Sub.: Postal Ballot Notice – Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”)

Further to our intimation dated September 24, 2025, and pursuant to the Regulation 30 of SEBI Listing Regulations, we are enclosing herewith the Postal Ballot Notice dated September 24, 2025 for seeking approval of the Members of the Company for appointment of Mr. Dinesh Khara as Independent Director of the Company.

The Postal Ballot Notice is being sent electronically to all the Members whose names appear on the Register of Members/List of Beneficial Owners as received from the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and who have registered their e-mail addresses with the Company and/or with the Depositories / Depository Participants, in accordance with the MCA Circulars referred in the Postal Ballot notice.

Members whose names appear on the Register of Members/List of Beneficial Owners as on September 19, 2025 i.e. the cut-off date, will be considered eligible for the purpose of voting.

The Company has engaged the services of NSDL for the purpose of providing e-voting facility to all its members. The voting period will commence from Friday, September 26, 2025, at 09:00 a.m. (IST) and ends on close of working hours (i.e. 17:00 hours (IST)) on Saturday, October 25, 2025 (inclusive of both the days). The results of the postal ballot will be announced by October 28, 2025.

Kindly take this communication on record and inform your members accordingly.

Yours faithfully, For Crisil Limited MINAL AMIT Digitally signed by MINAL AMIT BHOSALE BHOSALE Date: 2025.09.25 15:30:31 +05'30' Minal Bhosale Company Secretary ACS 12999 Encl.: a/a

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Crisil Limited Notice of Postal Ballot

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Crisil Limited

Lightbridge IT Park, Saki Vihar Road, Andheri East, Mumbai – 400 072, Maharashtra Corporate Identification Number (CIN): L67120MH1987PLC042363 Phone: +91 22 6137 3000 Website: https://www.crisil.com/ ; e-mail: [email protected]

In view of prevailing MCA Circulars on postal ballot process, the voting on the resolution covered in the Notice will take place through e-voting only and no physical ballots will be collected. Please refer to detailed instructions for e-voting explained in the Notice.

NOTICE OF POSTAL BALLOT TO THE SHAREHOLDERS (Notice issued to members pursuant to Section 110 of the Companies Act, 2013)

Dear Member(s),

NOTICE is hereby given pursuant to Section 110 read with Section 108 of the Companies Act, 2013 (“Act”) and other applicable provisions, if any, of the Act and Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”), as amended from time to time, read with the General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, and subsequent circulars issued in this regard, the latest being 03/2025 dated September 22, 2025, issued by the Ministry of Corporate Affairs (“MCA”) (hereinafter collectively referred to as “MCA Circulars”), and other applicable provisions, including any statutory modification or reenactment thereof for the time being in force, that the resolution set out below is proposed to be passed by shareholders of the Company through postal ballot through remote e-voting process only. An Explanatory Statement pertaining to the said resolution setting out the material facts concerning and the reasons thereof is annexed to the Notice for your consideration.

In accordance with Section 101 of the Companies Act, 2013 read with Rule 18 of the Companies (Management and Administration) Rules, 2014 and the aforesaid circulars, this Notice is being sent by email to the members whose email addresses are available with the depositories for communication purposes or are obtained directly from the members, as per Section 136 of the Companies Act, 2013

and Rule 11 of the Companies (Accounts) Rules, 2014. The same is also available on the Company’s website at www.crisil.com, on the website of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited and on the website of NSDL at www.evoting.nsdl.com.

Members who have not registered their email addresses so far are requested to get their email addresses registered. Members holding shares in dematerialised mode are requested to register/update their email addresses with the relevant Depository Participants. Members holding shares in physical mode are requested to update their email addresses with the Company’s RTA, KFin Technologies Limited at [email protected] with a copy to [email protected] by providing Folio No., name, scanned copy of the share certificate (front and back), PAN ‑ (self attested scanned copy of PAN card) and AADHAR (self-attested scanned copy of Aadhar card) for registering email address.

The Board of Directors have appointed Mr. S. N. Vishwanathan, Practising Company Secretary, or failing him, Ms. Ashwini Vartak, Practising Company Secretary as the Scrutiniser for conducting the Postal Ballot process in a fair and transparent manner. National Securities Depository Limited (NSDL) will be facilitating e-voting to enable the Shareholders to cast their votes electronically. Members are requested to read the notes to the Notice and instructions for e-voting.

Upon completion of e-voting, the Scrutiniser will submit his report to the Managing Director & Chief Executive Officer of the Company. The result of voting would be announced by the Managing Director & Chief Executive Officer or the

Crisil Limited Notice of Postal Ballot

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Chief Financial Officer of the Company, on or before October 28, 2025. The result would be intimated to the Stock Exchanges where the Company’s shares are listed and displayed along with the Scrutiniser’s report on the Company’s website viz. www.crisil.com. These results will also be displayed on the notice board of the Company at its Registered Office.

Crisil Limited Notice of Postal Ballot

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Special Business

1. Appointment of Mr. Dinesh Khara (DIN: 06737041) as an Independent Director

To consider and, if thought fit, to pass the following resolution as a Special Resolution:

RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, and the rules framed thereunder, read with Schedule IV to the Act, as amended from time to time, Mr. Dinesh Khara (DIN: 06737041) a Non-Executive Independent Director of the Company, who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and Regulation 16 (1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, who is eligible for appointment, and in respect of whom, the Company has received a notice in writing under Section 160 of the Companies Act, 2013, from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company with effect from September 24, 2025, up to September 23, 2030.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any powers conferred herein, to any committee of directors or to any executives/officers of the Company, to do all such acts, deeds, matters and things and execute such documentation as may be necessary to give effect to this Resolution.”

By order of the Board of Directors, For Crisil Limited

Minal Bhosale

Company Secretary ACS 12999

Mumbai, September 24, 2025

Registered Office:

Lightbridge IT Park, Saki Vihar Road, Andheri East, Mumbai – 400 072 Tel.: +91 22 6137 3000 CIN: L67120MH1987PLC042363 E-mail: [email protected] Website: https://www.crisil.com/

Crisil Limited Notice of Postal Ballot

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Notes:

  1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 setting out material facts is annexed hereto.

  2. Shareholders who have registered their e-mail ids for receipt of documents in electronic mode are being sent Notice of Postal Ballot by e-mail.

  3. As per the MCA Circulars, the hard copy of Postal Ballot Notice along with postal ballot forms and prepaid Business Reply Envelopes are not being sent to Members for this Postal Ballot. Members are requested to provide their assent or dissent through e- voting only.

  4. The Postal Ballot Notice is being sent to the Members whose names appear on the Register of Members/List of Beneficial Owners as received from the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). Members whose names appear on the Register of Members/List of Beneficial Owners as on September 19, 2025, i.e. the cut-off will be considered eligible for the purpose of voting. A person who is not a Member as on September 19, 2025, i.e. the cut-off date for reckoning voting rights, should treat this Notice for information purposes only.

  5. The Company has appointed Mr S. N. Viswanathan, Practising Company Secretary or failing him, Ms. Ashwini Vartak, Practising Company Secretary, as a Scrutiniser for conducting the Postal Ballot process in a fair and transparent manner.

  6. In compliance with provisions of Section 110 of the Act read with the Companies (Management and Administration) Rules, 2014, the Company is offering e-voting facility to all the Shareholders of the Company. National Securities Depository Limited (NSDL) will be facilitating e-voting to enable the Shareholders to cast their votes electronically.

  7. The voting rights of Shareholders shall be in proportion to their share of the paid-up equity share capital of the Company as on the cut-off date i.e. September 19, 2025.

  8. The Scrutinizer’s decision on the validity of e-voting will be final.

  9. E-voting shall not be exercised by a proxy.

  10. The Scrutinizer will submit his report to the Managing Director & Chief Executive Officer of the Company after completion of the scrutiny and the results of postal ballot will be announced on or before October 28, 2025. The result would be intimated to the Stock Exchanges where the Company’s shares are listed, published in the newspapers and displayed along with the Scrutiniser’s report on the Company’s website viz. www.crisil.com. These results will also be displayed on the notice board of the Company at its Registered Office.

  11. All the documents referred to in the Notice and Explanatory Statement will be available for inspection by the Members between 11.00 a.m. and 1.00 p.m. on all working days, except Saturdays, from the date hereof upto October 25, 2025, electronically. Members seeking inspection may send an email to [email protected].

  12. The procedure and instructions for e-voting are as follows:

Voting electronically on the NSDL e-Voting system involves two steps as follows:

Step 1: Access to NSDL e-Voting system

A. Login method for e-voting and joining virtual meeting for individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020, on the e-voting facility provided by listed companies, individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email addresses in their demat accounts in order to access the e-voting facility.

  1. The voting period commences on September 26, 2025 at 9.00 a.m. and ends on the close of working hours (i.e. 17:00 hours) on October 25, 2025, (inclusive of both the days). The e-voting module shall be disabled by NSDL for voting thereafter.

Crisil Limited Notice of Postal Ballot

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Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders Login Method
Individual shareholders
holding securities in demat
mode with NSDL.
A.
NSDL IDeAS facility
If you are already registered for NSDL’s IDeAS facility, please visit the e-Services website of NSDL Viz.
https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page
click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’section, this will
prompt you to enter your existing User ID and Password. After successful authentication, you will be
able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e-Voting
services and you will be able to see e-Voting page. Click on company name ore-Voting service provider
i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the
remote e-Voting period.
If
you
are
not
registered
for
IDeAS
e-Services,
option
to
register
is
available
at
https://eservices.nsdl.com.
Select
“Register
Online
for
IDeAS
Portal”
or
click
at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
B.
E-voting website of NSDL
Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of
e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’
section. A new screen will open. You will have to enter your User ID (i.e. your 16 - digit demat account
number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After
successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting
page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-
Voting website of NSDL for casting your vote during the remote e-Voting period.
Individual
shareholders
holding securities in demat
mode with CDSL
1.
Existing users who have opted for CDSL Easi/ Easiest facility, can login through their existing user id and
password. Option will be made available to reach the e-Voting page without any further authentication.
Users can to login to Easi/ Easiest onwww.cdslindia.com. Once, the page opens, click on New System
Myeasi.
2.
After successful login to Easi/Easiest, the user will be also able to see the e- voting menu. The menu will
have links to the website of e-Voting service provider, i.e., NSDL. Click on NSDL to cast your vote.
3.
If
the
user
is
not
registered
for
Easi/Easiest,
option
to
register
is
available
at
https://web.cdslindia.com/myeasi/Registration/EasiRegistration.
4.
Alternatively, the user can directly access the e-voting page by providing their demat account number
and PAN on the CDSL homepage atwww.cdslindia.com.The system will authenticate the user by
sending OTP on the registered mobile and email as recorded in the demat account. After successful
authentication, the user will be provided links for the respective ESP i.e.,NSDLwhere the e-voting is in
progress.
Individual
shareholders
(holding
securities
in
demat
mode)
login
through their depository
participants
You can also login using the login credentials of your demat account through your Depository Participant
registered with NSDL/ CDSL for e-Voting facility. Once logged in, you will see the e-voting option. Once you
click on the e-Voting option, you will be redirected to NSDL/ CDSL depository site after successful
authentication, wherein you can see the e-Voting feature. Click on options available against company name or
e-Voting service provider i.e., NSDL and you will be redirected to the e-Voting website of NSDL where you can
cast your vote during the remote e-voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forgot User ID and Forget Password option available at abovementioned website.

Crisil Limited Notice of Postal Ballot

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Helpdesk for individual shareholders holding securities in demat mode for any technical issues related to login through Depository i.e., NSDL and CDSL:

Helpdesk for individual shareholders holding securities in
Depository i.e., NSDL and CDSL:
demat mode for any technical issues related to login through
**Login type ** Helpdesk details
Individual shareholders holding securities in demat mode
with NSDL
Members facing any technical issue in login can contact NSDL
helpdesk by sending a request at [email protected] or call at
022 - 4886 7000
Individual shareholders holding securities in demat mode
with CDSL
Members facing any technical issue in login can contact CDSL
helpdesk
by
sending
a
request
at
[email protected] contact at toll free no.
1800-21-09911

B) Login method for e-voting for shareholders other than individual shareholders holding securities in demat mode and shareholders holding securities in physical mode

How to Log-in to NSDL e-Voting website?

  1. Visit the e-voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a personal computer or on a mobile.

  2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

Alternatively, if you are registered for NSDL eservices i.e., IDeAS, you can login to https://eservices.nsdl.com/ with your existing IDeAS login. Once you login, to NSDL eservices after using log-in credentials, click on e-voting and proceed to step 2 — i.e., Cast your vote electronically.

  1. Your User ID details are given below :

  2. A new screen will open. Enter your User ID, password/OTP and the verification code as shown on the screen.

Manner of holding shares i.e. Demat (NSDL or CDSL)
or Physical
a) For members who hold shares in demat account
with NSDL
b) For members who hold shares in demat account
with CDSL
c) For members holding shares in physical form.
Your User ID is:
8-character DP ID followed by 8-digit client ID
For example, if your DP ID is IN300 and Client ID is
12
,thenyour User ID is IN30012**.
16-digit beneficiary ID
For example, if your beneficiary ID is 12**, then
your User ID is 12**
EVEN number followed by the folio number registered with the
company
For example, if the folio number is 001 and EVEN is 133968,
then User ID is 133968001
Password details for shareholders other than Individual
shareholders are given below:
(i) If your email ID is registered in your demat account or
with
the
company,
your
‘initial
password’
is
communicated to you on your email ID.
  1. Password details for shareholders other than Individual shareholders are given below:

  2. a) If you are already registered for e-voting, then you can use your existing password to login and cast your vote.

Trace the email sent to you from NSDL from your mailbox.

  • b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8-digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

  • c) How to retrieve your ‘initial password’?

Crisil Limited Notice of Postal Ballot

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  • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

  • If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

  • a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

  • b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

  • c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

  • d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

  • Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

  1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected].

  2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

  3. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

  4. Now, you will have to click on “Login” button.

  5. After you click on the “Login” button, Home page of e- Voting will open.

- Step 2: Cast your vote electronically on NSDL e Voting system.

How to cast your vote electronically on NSDL e-Voting system?

  1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or contact NSDL helpdesk by sending a request at [email protected] or call on : 022 - 4886 7000 or contact the CDSL helpdesk by sending a request to [email protected] or contact on the toll free no. 1800-21-09911.

C) Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e-mail ids for e-voting for the resolutions set out in this notice :

  1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

  2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

  3. The e-voting page opens.

  4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

  5. Upon confirmation, the message “Vote cast successfully” will be displayed.

  6. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected].

  7. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode .

  8. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

  9. Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

Crisil Limited Notice of Postal Ballot

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Explanatory Statement

(Pursuant to section 102 of the Companies Act, 2013)

As required by section 102 of the Companies Act, 2013, the following explanatory statement sets out all material facts relating to the special business mentioned in the accompanying Notice:

Item No. 1:

Appointment of Mr. Dinesh Khara (DIN: 06737041) as an Independent Director

The Board of Directors of the Company, pursuant to the recommendations of the Nomination and Remuneration Committee, has appointed Mr. Dinesh Khara (DIN: 06737041) as an Additional Director (Independent and Non-Executive) on the Board of Directors of the Company, effective September 24, 2025, in terms of Section 161 of the Companies Act, 2013.

At the time of appointment, the Nomination and Remuneration Committee evaluated the balance of skills, knowledge and experience on the Board, and on the basis of such evaluation, prepared a description of the role and capabilities required of the Independent Director. The following skills and capabilities were considered relevant for the selection of the new Independent Director:

A brief profile of Mr. Dinesh Khara and other details, as required to be provided pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meeting issued by the Institute of Company Secretaries of India, have been given as annexure to this notice.

The Company has received notice in writing from a member under Section 160 of the Act, proposing his candidature for the office of Director of the Company. In the opinion of the Board, Mr. Khara fulfils the conditions specified in the Act and rules made thereunder for his appointment as an Independent Director of the Company. Mr. Khara has confirmed that he meets the criteria for independence as specified under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations. He is not disqualified from being appointed as a Director under Section 164(2) of the Act and has consented to act as a Director of the Company. He is not debarred from holding the office of Director by virtue of any SEBI order, and he is independent of the Management.

  • Professional with Banking or Regulatory experience

  • Skills: Knowledge of financial markets/ knowledge of risks; or regulatory experience/strategic orientation

  • Other nice to haves: commercial orientation/customer orientation

Mr. Dinesh Khara is a business leader in the Indian Banking and financial services space. He was Chairman of the country’s largest bank – State Bank of India (SBI) from October 2020 to August 2024 and has had an illustrious career spanning over 40 years with SBI, during which time he held important positions, including as, Managing Director (Global Banking & Subsidiaries), Managing Director (Associates & Subsidiaries) and MD & CEO of SBI Funds Management Pvt Ltd. With almost four decades of experience in the financial services sector, Mr. Khara brings strong capabilities across key areas relevant to the Company. He has extensive banking experience, deep knowledge of financial markets and is well-versed with the Indian regulatory environment. Considering his ability to contribute to Crisil’s growth, complementary skills in relation to the other Board members and overall presence & credentials, Mr. Khara was found suitable for the Independent Director position on Crisil Limited’s Board. The Board of Directors considers it in the interest of the Company to appoint Mr. Dinesh Khara as an Independent Director and recommends the appointment for a term from September 24, 2025, to September 23, 2030.

As per Regulation 25(2A) of the SEBI Listing Regulations, appointment of an Independent Director shall be subject to the approval of Members by way of a special resolution. Accordingly, the approval of the Members of the Company is being sought by way of a Special Resolution.

Your Directors recommend the resolution set forth in Item no. 1 for the approval of the Members.

A copy of the draft letter of appointment of Mr. Khara is available for inspection in electronic mode. Members seeking inspection may send an email to [email protected]. None of the other Directors, Promoters and Key Managerial Personnel of the Company and their relatives, except for Mr. Khara or his relatives, to the extent of their shareholding, if any in the Company, are in any way concerned or interested, financially or otherwise, in the resolution.

This explanatory statement along with the additional information as per Regulation 36 of the SEBI Listing Regulations and Secretarial Standard 2 on General Meetings issued by Institute of Company Secretaries of India (ICSI), as annexed herewith may also be regarded as disclosure under the provisions of the Act and SEBI Listing Regulations.

Crisil Limited Notice of Postal Ballot

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Additional information on director recommended for appointment

As required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable Secretarial Standards

Mr. Dinesh Khara

Mr. Dinesh Khara is a career banker. He held the office of the Chairman State Bank of India (SBI) from October 2020 to August 2024. Prior to being appointed as Chairman of the bank, he was Managing Director (Global Banking & Subsidiaries) of the Bank. In his role as Managing Director (Global banking & Subsidiaries) he led and steered the International Banking group, corporate banking and treasury operations of the Bank. While leading the subsidiaries vertical of the Bank, he ensured a successful pathway for the NonBanking Subsidiaries of the Bank viz, SBI Mutual Fund, SBI Life Insurance, SBI Cards, SBI Capital markets etc. As Managing Director (Associates & Subsidiaries), Mr. Khara successfully accomplished merging of five associate banks of SBI and Bhartiya Mahila Bank with SBI. He also held the charge of Risk, Information Technology & Compliance functions of the Bank in his capacity as Managing Director.

Prior to being appointed as Managing Director of SBI in August 2016, Mr. Khara was the MD & CEO of SBI Funds Management Pvt Ltd (SBIMF) from November 2013 to August 2016.

Mr. Khara joined SBI as Probationary Officer in 1984 and has almost 40 years of rich experience in all facets of banking in India and across major global markets.

Mr. Khara did his Master in Business Administration from FMS New Delhi and is a Post Graduate in Commerce from Delhi School of Economics. He is also a Fellow member of Indian Institute of Banking & Finance.

Mr. Khara is passionate about reading and very keenly interested in using Analytics and Technology to make banking simpler and bank finance easily accessible to all Indians.

Details of Director seeking appointment pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable Secretarial Standards:

Sr. No. Particulars Details
1. Name Dinesh Kumar Khara
2. Age 63years
3. Qualifications Master’s in Business Administration and Postgraduate in
Commerce
4. Nature of expertise in specific functional areas Strategic orientation, Commercial orientation, Technology
& Business Transformation, Knowledge of financial
markets, Governance and regulation, Stakeholder
management
5. Disclosure of relationships between directors/KMP
inter-se
NIL
6. Shareholding in the Company NIL
7. Companies (other than Crisil limited) in which the
Directors holds directorships and Committee
positions in these companies
NIL
8. Names of the Listed Entities from which the
appointee has resigned in the past three years
State Bank of India (retired)
SBI Cards And Payment Services Limited
SBI Life Insurance Company Limited
9. Key Terms and Conditions for appointment As per the resolution at item no. 1 of this Notice read with
the explanatory statement thereto.

Crisil Limited Notice of Postal Ballot

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Sr. No. Particulars Details
10. Remuneration proposed to be paid Sitting Fees and Commission as may be approved by the
Company in accordance with the applicable provisions of
law.
11. Last drawn remuneration Not applicable
12. Date of first appointment on board September 24, 2025
13. Number of board meetings attended Not applicable

By order of the Board of Directors, For Crisil Limited

Mumbai, September 24, 2025.

Minal Bhosale Company Secretary ACS 12999

Registered Office:

Lightbridge IT Park, Saki Vihar Road, Andheri East, Mumbai – 400 072 Tel.: +91 22 6137 3000 CIN: L67120MH1987PLC042363 E-mail: [email protected] Website: https://www.crisil.com/