CRISIL Ltd. — Declaration of Voting Results & Voting Rights Announcements 2021

Sep 23, 2021

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September 23, 2021

National Stock Exchange of India Ltd. BSE Ltd. Exchange Plaza, 5th floor P J Towers Plot No. C/1, G Block Dalal Street Bandra-Kurla Complex Fort Bandra (East), Mumbai 400 051 Mumbai 400001

Dear Sirs,

Sub.: Results of Postal Ballot through E-Voting

In continuation to our letter dated August 21, 2021, titled ‘Postal Ballot Notice’ please find enclosed:

1. Voting results pursuant to Regulation 44(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. – Annexure 1

2. Report of Scrutinizer dated September 23, 2021. – Annexure 2

3. Proceedings of Postal Ballot- Annexure 3

The resolutions in the postal ballot notice have been deemed to be approved and passed on September 23, 2021 which is the last date of remote e-voting.

Kindly take this communication on record and inform your members accordingly

Yours faithfully For CRISIL Limited

MINAL Digitally signed by MINAL AMIT AMIT BHOSALE Date: 2021.09.23 BHOSALE 22:10:29 +05'30'

Minal Bhosale Company Secretary ACS 12999

Encl.: Annexure 1-3

CRISIL Limited

Corporate Identity Number: L67120MH1987PLC042363

Registered Office: CRISIL House, Central Avenue, Hiranandani Business Park, Powai, Mumbai - 400076. Phone: +91 22 3342 3000 | Fax: +91 22 3342 3001 www.crisil.com

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Annexure 1

Voting details Agenda-Wise

Company Name	CRISIL LIMITED
Date of Postal Ballot Notice	August 12, 2021
Voting:-
Start Date	August 24, 2021
End Date	September 23, 2021
Total no. of shareholders on record date (cut-off date- August 17, 2021)	44,317
No. of shareholders present in the meeting either in person or through proxy: Not Applicable
Promoter and Promoter group	-
Public	-
No. of shareholders attended the meeting through Video Conferencing: Not Applicable
Promoter and Promoter group	-
Public	-

CRISIL Limited

Corporate Identity Number: L67120MH1987PLC042363

Registered Office: CRISIL House, Central Avenue, Hiranandani Business Park, Powai, Mumbai - 400076. Phone: +91 22 3342 3000 | Fax: +91 22 3342 3001 www.crisil.com

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Special Business: Item No. 1 - Ordinary Resolution: Appointment of Mr. Amish Mehta as a Director of the Company and the terms and conditions of appointment of Mr. Amish Mehta as Managing Director & Chief Executive Officer as set out in Item No. 1 of the Postal Ballot Notice

Special Business: Item No. 1 - Ordinary Resolution: Appointment of Mr. Amish Mehta as a Director of the Company and the terms and conditions of appointment of Mr. Amish Mehta as Managing Director & Chief Executive Officer as set out in Item No. 1 of the Postal Ballot Notice	Special Business: Item No. 1 - Ordinary Resolution: Appointment of Mr. Amish Mehta as a Director of the Company and the terms and conditions of appointment of Mr. Amish Mehta as Managing Director & Chief Executive Officer as set out in Item No. 1 of the Postal Ballot Notice
Resolution required: (Ordinary/ Special)	ORDINARY
Whether promoter/ promoter group are interested in the agenda/resolution?	No

Category	Mode of Voting	No. of shares held	No. of votes polled	% of Votes Polled on	No. of Votes – in	No. of Votes –	% of Votes in favour	% of Votes against on
				outstanding shares	favour	Against	on votes polled	votes polled
		[1]	[2]	[3]={[2]/[1]} *100	[4]	[5]	[6]={[4]/[2]} *100	[7]={[5]/[2]} *100
Promoter and Promoter Group	E – Voting through Postal Ballot	4,87,32,586	4,87,32,586	100.00	4,87,32,586	0	100.00	0.00
Public Institutions		88,79,359	52,05,150	58.62	50,18,020	1,87,130	96.40	3.60
Public Non- Institutions		1,51,79,107	89,50,204	58.96	88,59,431	90,773	98.99	1.01
Total		7,27,91,052	6,28,87,940	86.40	6,26,10,037	2,77,903	99.56	0.44

Annexure 2

MAKARAND M.JOSHI & CO. Company Secretaries

Ecstasy, 803-804, 8[th] Floor, City of Joy, JSD Road, Mulund (W), Mumbai- 400080, (T) 022-21678136

Report of Scrutinizer for Voting on Postal Ballot

To The Chairman

CRISIL Limited

CRISIL House, Central Avenue, Hiranandani Business Park, Powai, Mumbai 400076

Dear Sir,

Scrutinizer’s Report on voting through E-voting for Postal Ballot in terms of Section 108 and 110 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management & Administration) Rules, 2014

• A. Pursuant to the resolution passed by the Board of Directors of CRISIL Limited (hereinafter referred as “the Company”) on August 12, 2021, I, Mr. Makarand M. Joshi, Partner of M/s. Makarand M. Joshi & Co., Practicing Company Secretaries, have been appointed as a Scrutinizer to receive, process and scrutinize the postal ballot process through e-voting and the votes cast in respect of the Resolutions set out in the Postal Ballot Notice dated August 12, 2021 (“ Notice ”).

• B. Members approval was sought for Special Business of the appointment of Mr. Amish Mehta as a Director of the Company and the terms and conditions of appointment of Mr. Amish Mehta as Managing Director & Chief Executive Officer with effect from October 1, 2021.

• C. Pursuant to Section 108 and 110 of the Act and Rule 20 and 22 of Companies (Management & Administration) Rules 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Company has confirmed that the Electronic copy of the Notice and explanatory statement along with the process of E-voting were sent to the shareholders whose e- mail addresses are registered with the Company/Depository Participant(s)/ M/s. KFin Technologies Private Limited, the Registrar and Share Transfer Agent of the Company for communication purposes in compliance with MCA Circulars dated May 05, 2020 read with circulars dated April 08, 2020, April 13, 2020, August 17, 2020 and January 13, 2021 and SEBI Circular dated May 12, 2020 and January 15, 2021 and applicable provisions of the SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India. As a voluntary gesture without there being a requirement in this regard in terms of the aforesaid circulars, the Company had also sent a print copy of the Notice to the registered postal addresses of shareholders who had not registered their email addresses. The Company completed dispatch of Notice along with explanatory statement on August 21, 2021 whose name(s) appeared on the Register of Members/ List of beneficiaries as on Tuesday, August 17, 2021 (“cut-off-date”).

• D. The remote e-voting facility was provided by National Securities Depository Limited (‘’NSDL’’).

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• E. Members were required to communicate their assent or dissent only through remote e-voting system in terms of the said MCA Circulars.

• F. The voting period commenced on Tuesday, August 24, 2021 at 09:00 A.M. (IST) and ended on Thursday, September 23, 2021 at 5:00 P.M. (IST) for voting through e-voting.

• G. The e-voting were blocked at 5:00 p.m. (IST) on Thursday, September 23, 2021 and the e-voting summary statement was downloaded from e-voting website of NSDL.

• H. The register, in accordance with Rule 20 (4)(xiv) and Rule 22 (10) of the Companies (Management & Administration) Rules, 2015, has been maintained electronically to record the assent or dissent received, mentioning the particulars of name, address, folio number or client ID of the shareholders, number of shares held by them. There were no shares with differential voting rights in the Company, hence there is no requirement of maintaining of the list of shares with differential voting rights.

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Result of the Postal Ballot through e-voting is as under:

Resolution Item No. 1: Ordinary Resolution

Approval for the appointment of Mr. Amish Mehta as a Director of the Company and the terms and conditions of appointment of Mr. Amish Mehta as Managing Director & Chief Executive Officer-

Category	Mode of Voting	No. of shares held	No. of votes polled	% of Votes Polled on outstandi ng shares	No. of Votes – in favour	No. of Votes – Against	% of Votes in favour on votes polled	% of Votes against on votes polled
		[1]	[2]	[3]={[2]/[1] }*100 100.00 58.62 58.96	[4]	[5]	[6]={[4]/[2]}*10 0 100.00 96.40 98.99	[7]={[5]/[2]}*10 0 0 3.60 1.01
Promoter and Promoter Group		48732586 8879359 15179107	48732586 5205150 8950204		48732586 5018020 8859431	0 187130 90773
Public Institutions
		72791052	62887940	86.40	62610037	277903	99.56	0.44

The aforesaid resolution was passed by requisite majority.

For Makarand M. Joshi & Co., Company Secretaries Digitally signed by MAKARANDMADHUSUDAN JOSHI MAKARAND DN: cn=MAKARAND MADHUSUDAN JOSHI, c=IN, MADHUSUD st=Maharashtra, o=Personal,serialNumber=bea4609e3992878 38241404700ee8d3949ae4badb AN JOSHI 642ed597e8360b687ca030fDate: 2021.09.23 19:52:40 +05'30'

Makarand M. Joshi Partner FCS No: 5533 CP No. 3662 Place: Mumbai Date: September 23, 2021

For CRISIL Limited

Digitally signed by ASHU SUYASH Date: 2021.09.23 21:27:25 +05'30'

ASHU SUYASH

Chairman/Authorized Representative Place: Mumbai Date: September 23, 2021

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Annexure 3

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FAIR SUMMARY OF THE PROCEEDINGS OF THE RESOLUTIONS PASSED BY WAY OF POSTAL BALLOT BY THE SHAREHOLDERS OF CRISIL LIMITED ON

SEPTEMBER 23, 2021

The Board of Directors of the Company, vide a resolution passed on August 12, 2021, decided to obtain consent of the members through Postal Ballot under Section 110 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, in respect of the Ordinary Resolution for the appointment of Mr. Amish Mehta as a Director of the Company and the terms and conditions of appointment of Mr. Amish Mehta as Managing Director & Chief Executive Officer.

The Postal Ballot Notice was 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). The Company had on August 21, 2021 completed the dispatch of the Postal Ballot Notice. Members whose names appeared on the Register of Members/List of Beneficial Owners as on Tuesday, August 17, 2021 i.e. the cut-off date, were eligible for the purpose of voting.

The Company had made arrangements for e-voting and availed the services of National Securities Depository Limited (NSDL) to provide the facility to the Members for e-voting. Members whose names appeared on the Register of Members/List of Beneficial Owners as on Tuesday, August 17, 2021 i.e. the cut-off date, were considered eligible for the purpose of voting. In view of prevailing MCA Circulars on postal ballot process, the voting on the resolution covered in the Notice took place through e-voting only and no physical ballots were collected. The voting period commenced on August 24, 2021 at 9.00 a.m. and ended on Thursday, September 23, 2021 at 5:00 p.m. (inclusive of both the days). The e-voting module was disabled by NSDL at 5.00 p.m. on September 23, 2021.

The Company had appointed Mr. Makarand Joshi, Practising Company Secretary, as a Scrutiniser for conducting the Postal Ballot process in a fair and transparent manner. Mr. Makarand Joshi submitted his report to me after completion of e-voting process.

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The Scrutinizer carried out the scrutiny of the votes polled electronically up to September 23, 2021 and submitted his report dated September 23, 2021.

The details as summarized by the scrutinizer in his report are as follows:

Item No.	Particulars of Resolution	Type of Resolution			(E-Voting)	(E-Voting)
			No. of votes polled	No. of votes in favour	No. of votes against	% of votes in favour	% of votes against	Whether resolution passed or rejected
1.	Appointment of Mr. Amish Mehta as a Director of the Company and the terms and conditions of appointment of Mr. Amish Mehta as Managing Director & Chief Executive Officer	Ordinary Resolution	6,28,87,940	6,26,10,037	2,77,903	99.56	0.44	PASSED

The resolution was passed with requisite majority.

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