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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