CRISIL Ltd. — Proxy Solicitation & Information Statement 2025

Jun 4, 2025

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June 4, 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 June 2, 2025, and pursuant to the Regulation 30 of SEBI Listing Regulations, we are enclosing herewith the Postal Ballot Notice dated June 2, 2025 for seeking approval of the Members of the Company for re-appointment of Ms. Shyamala Gopinath 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 Friday, May 30, 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 Thursday, June 5, 2025, at 09:00 a.m. (IST) and ends on the close of working hours (i.e. 17:00 hours (IST)) on Friday, July 4, 2025 (inclusive of both the days). The results of the postal ballot will be announced by July 5, 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: 2025.06.04 15:42:55 +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: investors@crisil.com

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)

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.

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 email April 8, 2020, 17/2020 dated April 13, 2020, and subsequent circulars issued in this regard, the latest being copy to investors@crisil.com 09/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs (“MCA”) (hereinafter collectively - (self referred to as “MCA Circulars”), and other applicable provisions, including any statutory modification or re-enactment 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.

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 einward.ris@kfintech.com with a copy to investors@crisil.com 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.

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

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

Crisil Limited Notice of Postal Ballot

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by the Managing Director & Chief Executive Officer or the Chief Financial Officer of the Company, on or before Saturday, July 5, 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. Re-appointment of Ms. Shyamala Gopinath (DIN: 02362921) 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, 150, 152, and other applicable provisions, if any, of the Companies Act, 2013, read with the Rules made thereunder and Schedule IV to the said Act, and Regulation 17 and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, the consent of the members of the Company be and is hereby accorded for the reappointment of Ms. Shyamala Gopinath (DIN: 02362921), who was appointed as an Independent Director of the Company by the members for a term up to July 9, 2025, and who has attained the age of seventy-five (75) years, being eligible for re-appointment for a second term 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 her candidature to the office of Director of the Company, be and is hereby reappointed as an Independent Director of the Company, to hold office

with effect from July 10, 2025 up to December 31, 2025, and whose office shall not be liable to retire by rotation.

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, June 2, 2025

Registered Office:

Lightbridge IT Park, Saki Vihar Road, Andheri East, Mumbai – 400 072 Tel.: +91 22 6137 3000 CIN: L67120MH1987PLC042363 e-mail: investors@crisil.com 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 Friday, May 30, 2025, i.e. the cut-off will be considered eligible for the purpose of voting. A person who is not a Member as on Friday, May 30, 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. Friday, May 30, 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 Saturday, July 5, 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 Friday, July 4, 2025, electronically. Members seeking inspection may send an email to investors@crisil.com.

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 Thursday, June 5, 2025, at 9.00 a.m. and ends on the close of working hours (i.e. 17:00 hours) on Friday, July 4, 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. B.	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.comeither 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 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. 2. 3. 4.	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. 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. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration. 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.

Crisil Limited Notice of Postal Ballot

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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.

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

**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 atevoting@nsdl.comor 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 helpdesk.evoting@cdslindia.com or 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

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.

3. 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.

4. c) How to retrieve your ‘initial password’?

5. (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.

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

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’.

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 evoting@nsdl.co.in 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.

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

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

• 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. 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.

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 scrutinizer@snaco.net with a copy marked to evoting@nsdl.co.in.

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. 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 evoting@nsdl.co.in or call on : 022 - 4886 7000 or contact the CDSL helpdesk by sending a request to helpdesk.evoting@cdslindia.com 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. 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 einward.ris@kfintech.com.

2. The e-voting page opens.

3. 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.

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

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

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

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 einward.ris@kfintech.com. 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. Alternatively shareholder/members may send a request to evoting@nsdl.co.in 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:

Re-appointment of Ms. Shyamala Gopinath (DIN: 02362921) as an Independent Director

Ms. Shyamala Gopinath is an Independent Director on the Board of Crisil Limited. She joined the Board of Directors (the “Board”) of the Company on July 10, 2020. In April 2020, the members of the Company, through a resolution passed at the 33[rd] Annual General Meeting of the Company, approved the appointment of Ms. Shyamala Gopinath as an Independent Director under the Companies 2013 (“the Act”) for a term from July 10, 2020, to July 9, 2025. Her current term as an Independent Director is set to conclude on July 9, 2025.

Ms. Shyamala Gopinath currently also serves as Chairperson of the Audit Committee and a member of Nomination and Remuneration Committee and Risk Management Committee in Crisil Limited.

her long association with the Company and in view of the inability of the shortlisted candidate to take up the directorship prior to the expiry of his cooling off period, graciously agreed to continue for the second term until December 31, 2025.

In accordance with Section 149 (10) and (11) of the Act, an Independent Director can hold office for two consecutive terms of up to five years each on the Board of a Company, subject to shareholders approving the second term. In terms of the said sections, read with SEBI Listing Regulations, reappointment of Independent Directors for their second term requires approval of Members by way of a Special Resolution. Further, it may be noted that Ms. Gopinath has attained the age of 75 years. In terms of Section 149 (10) of the Act and Regulation 17(1A) of the SEBI Listing Regulations, the continuation of a Non-Executive Director beyond the age of 75 years requires the approval of shareholders by way of a Special Resolution.

Given the upcoming end of her term, the Nomination and Remuneration Committee (NRC) and the Board of Directors had initiated the process of identifying suitable successors with deep expertise in banking or regulatory domains and upon such deliberations, the NRC had identified a candidate who would be most suitable for the post. However, the shortlisted candidate, has requested additional time, to fulfil certain contractual obligations associated with the person’s previous tenure, which extends beyond completion of Ms. Gopinath’s first term. Hence, the shortlisted candidate would not be in a position, to take up the directorship prior to the expiry of Ms. Gopinath’s first term.

In view of the above, considering suitability of the shortlisted candidate and the ensuing expiry of the term of Ms. Gopinath, the NRC has recommended, and the Board has approved reappointment of Ms. Gopinath as Independent Director for a second term from July 10, 2025, upto December 31, 2025 (less than 6 months), subject to shareholders’ approval. While recommending the re-appointment, the NRC considered the report of performance evaluation and skills, vast experience and expertise possessed by Ms. Gopinath. This extension will enable the Company to undertake a comprehensive and structured on-boarding process and also ensure a smooth transition on the Board. Also, Ms. Gopinath has, considering

Accordingly, the approval of the Members of the Company is being sought by way of a Special Resolution.

Brief details of Ms. Gopinath, the nature of her expertise and experience, with other details relating to her directorship, are annexed to this Notice.

The Company has received notice in writing under the provisions of Section 160 of the Act, from a Member proposing candidature of Ms. Gopinath for the office of Independent Director for a second term. Ms. Gopinath has confirmed that she 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. She 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.

Based on the recommendation of the NRC, and considering the continued benefits from the skills, vast experience and expertise possessed by Ms. Gopinath, particularly, her experience as an ex-regulator and knowledge of financial services industry, the Board approved the re-appointment on June 2, 2025. In the opinion of the Board, Ms. Gopinath fulfils the conditions for re-appointment as an Independent Director

Crisil Limited Notice of Postal Ballot

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of the Company as specified in the Act and Rules thereunder, she is not debarred from holding the office of director by virtue of any SEBI order and she is independent of the management. The Board recommends the re-appointment of Ms. Gopinath as an Independent Director for the second term from July 10, 2025, to December 31, 2025. 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 Ms. Gopinath is available for inspection in electronic mode. Members seeking inspection may send an email to investors@crisil.com. None of the other Directors, Promoters and Key Managerial

Personnel of the Company and their relatives, except for Ms. Gopinath or her 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

Ms. Shyamala Gopinath

Ms. Shyamala Gopinath has nearly 39 years of rich experience in financial sector policy formulation in different capacities at Reserve Bank of India (RBI). At RBI, she held key positions and guided & influenced national policies in diverse areas of financial sector regulation and supervision, development and regulation of financial markets, capital account management, management of government borrowings, foreign exchange reserve management and payment and settlement systems. She has served on several committees while with RBI. During 2001 to 2003, she was deputed as Senior Financial Expert at the International Monetary Fund. Ms. Gopinath retired as Deputy Governor of RBI, a position that she held for nearly 7 years. She served as Chairperson of the Advisory Board on Bank, Commercial and Financial Frauds for two years from 2012 to 2014.Ms. Gopinath was also the Chairperson of the

Board of Corporate Bonds and Securitisation Advisory Committee of SEBI.

Since 2012, Ms. Gopinath has held several Board positions in large corporate and public sector undertakings and has also served as a part-time Non-Executive Chairperson of HDFC Bank Ltd. Presently, Ms. Gopinath serves as Independent Director on the boards of renowned companies. She is a member of the Governing Council of Research and Information Systems for Developing Countries (RIS) a New Delhi-based autonomous policy research institute.

Ms. Gopinath is a member of Board of WinPE ProClub Mentorship Programme.

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	Shyamala Gopinath
2.	Age	75years
3.	Qualifications	Master’s degree in commerce and CAIIB (Certified Associate of IIB&F)
4.	Nature of expertise in specific functional areas	Strategic orientation, Commercial orientation, People orientation, 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	BASF India Limited, Independent Director Audit Committee (Chairperson) Nomination and Remuneration Committee (Chairperson) Stakeholder Relationship Committee (Member) Risk Management Committee (Member) CMS Info Systems Limited, Chairperson Stakeholder Relationship Committee (Chairperson) Risk Management Committee (Chairperson) Corporate Social Responsibility Committee (Member) Crisil Ratings Limited, Independent Director Moun India Leasing and Finance Private Limited., Additional Director

Crisil Limited Notice of Postal Ballot

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Sr. No.	Particulars	Details
		Vastu Housing Finance Corporation Limited, Independent Director
8.	Names of the Listed Entities from which the appointee has resigned in the past three years	Colgate Palmolive (India) Limited Tata Elxsi 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.
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.	Date of first appointment on board, last drawn remuneration and number of board meetings attended	Ms. Shyamala Gopinath was first appointed on the Board on July 10, 2020. Her remuneration for the fiscal 2024 was Rs. 5,980,000. She attended 6 meetings out of 6 meetings of the Board held duringtheyear 2024.

By order of the Board of Directors, For Crisil Limited

Mumbai, June 2, 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: investors@crisil.com website: https://www.crisil.com/