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CRISIL Ltd. Capital/Financing Update 2021

Dec 13, 2021

58999_rns_2021-12-13_4c7edc77-ebeb-475f-8ac3-3e3c499fe01b.pdf

Capital/Financing Update

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CRISIL

An S&P Global Company

December 13, 2021

Listing Department BSE Limited P J Towers Dalal Street Mumbai 400 001

National Stock Exchange of India Ltd Exchange Plaza, 5" floor Plot No. C/1, G Block Bandra-Kurla Complex Bandra (East) Mumbai 400 051

Dear Sirs

Sub.: Intimation under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Kindly be informed that the Board of Directors of CRIS IL Limited ('the Company') at their meeting held today, has approved the Scheme of Amalgamation ('Scheme') for merger of its wholly-owned subsidiaries, CRISIL Risk and Infrastructure Solutions Limited ('CRISIL Risk') and Pragrnatix Services Private Limited ('Pragmatix') with the Company, pursuant to Sections 230-232 of the Companies Act, 2013.

The Scheme is subject to the requisite statutory approvals, including approval of the National Company Law Tribunal.

The disclosure as required under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 201 5 ('Listing Regulations') read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 is enclosed as Annexure to this intimation.

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

Yours sincerely, For CRIS IL Limited

tf.el Minal Bhosale Company Secretary ACS12999

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Encl.: a/a

CRISIL Limited Corporate Identity Number: L67120MH1987PLC042363

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

CRISIL

An S&P Global Company

ANNEXURE

Amalgamation of CRIS[L Risk and_Pragmatywith_the_Company

Sr. Detais of Events that need to be Infrmation of such Events
No. provided
I Name of the Entity frming part of CRISIL Risk is a wholly owned subsidiary ofCRISIL and
the amalgamation/ merger, details in had total income of INR 9,527.1 laks fr the year ended
brief such as size, turover etc. December 31, 2020.
Pragmatix is a wholy owned subsidiary of CRISIL and
had total income of INR 4,232.31 laks fr the year ended
December 3 1 , 2020.
CRISIL had a total income of INR 99273 laks fr the
year ended December 3 1 , 2020.
2 Whether the transaction would fl Yes,the trnsaction would fl within related pary
within related party trnsaction(s)?I trnsactions. CRISIL Risk and Prgmatix are wholly
yes, whether the same is done at owned subsidiaries of CRISIL Since, the Scheme
arms-length involves a merger of wholy owned subsidiaries with the
parent holding company, no shares would be issued
pusuant to the merger
The Ministry of Corporte Afairs has clarifed vide its
Generl Circular No. 30/2014 dated July 17, 2014 that
trnsactions arising out of Comprmise, Arangements
and Amalgamations dealt with under specifcprovisions
of the Companies Act, 2013, wilnot fll within the
puriewof related party trnsaction in terms of Section
188ofthe Companies Act, 2013.
Similarly, compliances under Regulation 23 of theListing
Regulationsfr relatedparty trnsactions is notapplicable
to the prposed Scheme.
3. Area of business of the entities CRISIL Riskisengaged in the business of prvidingrisk
solutions and advisoryservies.
Prgmatixis engaged in thebusiness ofprviding
software prducts and services in areas ofbusiness
intelgence and analytics, and consultingimplementation
services.

CRISIL Limited Corporate Identity Number: L67120MH1987PLC042363

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

CRISIL

An S&P Global Company

Sr. Detais of Events that need to Detais of Events that need to Detais of Events that need to Detais of Events that need to be Infrmation of such Events
No. provided
4. Rationale fr the merger As a par of the consolidation strtegy of CRISI,it is
prposed to merge CRISIL Risk and Prgmatix with
CRISIL The merger would have the flowing benefts:
•Consolidation and synergies of opertions;
•Unifed apprach to customers;
•Reduction in multiple entities;
•Administrtive convenience; and
•Rationalisation of administrative and compliance
costs
The detailed rtionale fr the merger frms part of the
Scheme.
5. In case of Cash consideration - N o t Applicable.
amount or otherwise share exchange
rtio
6. Brief detailsof change in Since CRISIL Risk and Prgmatix are wholy owned
shareholding patter (if any) of listed subsidiaries of CRISIL, no shares would be issued as
entity considertion fr the amalgamation. As a resul, there
would be no change in shareholding patter of CRIS IL on
account of the merger.

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CRISIL Limited Corporate Identity Number: L67120MH1987PLC042363

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