CRISIL Ltd. — AGM Information 2021

May 18, 2021

May 18, 2021

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

BSE Ltd. P J Towers Dalal Street Fort Mumbai 400001

Dear Sirs,

Sub.: Minutes of 34th Annual General Meeting of CRISIL Limited held on Tuesday, April 20, 2021 through Video Conferencing (VC) and other audio visual means (OAVM)

Pursuant to Regulation 30 read with Schedule III, Part A (A) (13) of the SEBI Listing Regulations 2015, we had submitted the proceedings of the 34th Annual General Meeting of CRISIL Limited held on Tuesday, April 20, 2021, vide our letter dated April 21, 2021.

Please find enclosed a copy of the Minutes of the said Meeting, for your record.

Yours faithfully For CRISIL Limited

Minal Bhosale Company Secretary ACS 12999 MINAL AMIT BHOSALE Digitally signed by MINAL AMIT BHOSALE Date: 2021.05.18 11:08:59 +05'30'

Encl.: a/a

CRISIL Limited

Corporate Identity Number: L67120MH1987PLC042363

Minutes of the Thirty Fourth Annual General Meeting of the members of CRISIL Limited

The 34th Annual General Meeting of CRISIL Limited was held as under :

Day	:	Tuesday
Date	:	April 20, 2021
Mode	:	Through Video Conferencing (VC) and other
		audio visual means (OAVM)
Deemed Venue	:	CRISIL House, Central Avenue,
		Hiranandani Business Park,
		Powai, Mumbai 400 076
Time of commencement	:	4.00 p.m.
Time of conclusion	:	6.03 p.m.

Present through Video Conference / Other Audio Visual Means:

Mr. John L. Berisford	Chairman of the Board of Directors, joined fromConnecticut, USA
Mr. M. Damodaran	Independent Director and Chairman of the AuditCommittee, joined from Delhi
Ms. Vinita Bali	IndependentDirectorandChairpersonoftheNomination and Remuneration and Corporate SocialResponsibility Committees, joined from Bengaluru
Mr. Girish Paranjpe	Independent Director and Chairman of the RiskManagementandStakeholders'RelationshipCommittees, joined from Bengaluru
Ms. Shyamala Gopinath	Independent Director, joined from Mumbai
Mr. Ewout Steenbergen	Non-executive Director, joined from New York
Mr. Martin Fraenkel	Non-executiveDirector,joinedfromUnitedKingdom
Ms. Ashu Suyash	Managing Director & CEO, joined from Mumbai

Mr. Khushroo B. Panthaky, Partner of Walker Chandiok & Co LLP, Statutory Auditors, was present by invitation. Mr. Omkar Dindorkar, authorized representative of Makarand Joshi & Company, was present by invitation in the capacity of the Scrutiniser for polling and also representing the Secretarial Auditor.

Ms. Minal Bhosale, Company Secretary, was in attendance.

The Company Secretary welcomed Members to the 34th Annual General Meeting (AGM) of the Company and informed them that the meeting was being held through video conference and other audio visual means in view of the COVID – 19 pandemic and related restrictions and the live proceedings of the AGM were also being webcasted on the e-voting website of National Securities Depository Limited ('NSDL'). She announced that members had been offered the facility to pre-register as speakers for the meeting and that the proceedings of the AGM were being recorded for compliance purposes. The members were informed that following registers and documents were open for inspection during the continuance of the meeting:-

• 1. Register of Directors and Key Managerial Personnel and their shareholding, Register of Contracts or Arrangements in which Directors are interested.
• 1. Annual Report of the Company for the financial year ended December 31, 2020, containing the Directors Report and its Annexures, the standalone and the consolidated financial statements, the Auditor's Reports and the Secretarial Auditor's Report.
• 1. Auditors' certificate stating that Employees Stock Option Schemes of CRISIL had been implemented in accordance with SEBI Regulations.

In accordance with Article 93 of the Articles of Association of the Company, Mr. John L. Berisford, Chairman of the Board of Directors, presided over the meeting and formally commenced the proceedings of the meeting as the necessary quorum was present.

62 members were present through VC/OAVM out of which 3 members were represented through authorised representatives thus representing approximately 67.63% of the shareholding (4,91,56,842 equity shares).

The Chairman welcomed the members and the Board of Directors to the Annual General Meeting. The Chairman introduced the Directors to the members. The Chairman informed the members that the Company had taken all efforts reasonable under the circumstances to enable members to participate and vote on the items being considered in the meeting.

The Notice convening the Thirty Fourth Annual General Meeting was taken as read.

The Chairman informed the members that the Auditor's Report on the Financial Statements of the Company for the year ended December 31, 2020 and the Secretarial Audit Report did not contain any

qualifications. Accordingly, the Auditor's Report on the Financial Statements and the Secretarial Audit Report were not required to be read.

Thereafter, the Chairman continued with the proceedings of the meeting.

The Chairman delivered his speech, highlights of which are recorded as under:

Addressing the shareholders, the Chairman stated that Covid-19 disrupted the world over 2020 causing large-scale social, humanitarian and economic impact across nations. However, he informed the shareholders with great pride that CRISIL stayed resilient and relevant through it. CRISIL's people-first approach enabled it to move to work from home proactively and enhanced employee support, safety and information security measures. He informed the shareholders that the Ratings, Global Analytical Centre (GAC) and Global Research and Analytics (GR&A) businesses put in strong performance despite the external environment. The CRISIL's Ratings business consolidated its market leadership. GAC increased surveillance delegation and coverage on research and criteria support for S&P Global Ratings. GR&A, on its part, witnessed good growth in traditional areas such as model and traded risk, and expanded its offerings in the non-financial and credit risk space. The shareholders were informed that the acquisition of Greenwich Associates was completed during the year. The Advisory business won new mandates. He further informed the shareholders that the segregation of the credit rating business into wholly owned subsidiary was completed pursuant to the changes in the SEBI regulations. The Company served over 500,000 meals to migrant workers and labourers in Mumbai, extended treatment support across several locations. The Company continued to expand its financial inclusion programme through Mein Pragati, and environment conservation initiative through CRISIL RE. CRISIL earned strong recognition for its efforts and unwavering commitment to stakeholders, governance, compliance and ethics. He also thanked the shareholders for their support over the years and CRISIL employees for their invaluable dedication and hard work.

The Chairman then invited members who had registered themselves as speakers to speak or ask questions pertaining to the performance of the Company during the year under review. Seventeen members thereafter addressed the meeting.

The members had comments, suggestions or queries regarding the following:

• i) Impact of Covid-19 on the performance of the Company and employees and work from home approach
• ii) Enquired of growth rate, return on net worth, employee cost & productivity
• iii) To consider bonus, buy-back and higher dividend
• iv) Enquired about the investment in CARE
• v) Acquisition of Greenwich Associates and its benefits

• vi) Allocation of capital to various businesses
• vii) Requested information on ESG ratings
• viii) Usage of technology
• ix) Acquisition of Greenwich and its contribution towards the growth of the Company
• x) Quality, performance, market share and roadmap of the Ratings business in the current environment
• xi) Suggested improvements in the CRISIL website to make it more user friendly
• xii) Appreciated the CSR activities
• xiii) Suggestions for improvement of the Annual Report

The Chairman then requested Ms. Ashu Suyash, Managing Director and Chief Executive Officer to reply to the comments and queries of the members. Ms. Ashu Suyash replied to the aforesaid queries of the shareholders and conveyed that should any specific queries remain unanswered, the same would be responded to after the meeting.

Thereafter, the following resolutions as set out in the Notice convening the AGM were read out by the Chairman:

Sr.	Details of the Agenda	Type of	Text of the resolution passed
No.		Resolution
		(Ordinary /
		Special)
		ORDINARY BUSINESS
1.	To receive, consider and adopt:	Ordinary	"RESOLVED THAT the Audited Financial
	a.theAuditedFinancial		Statements for the year ended December 31,
	Statements of the Company for		2020, together with the report of the Board of
	the year ended December 31,		Directors and the Auditors thereon and the
	2020, together with the Reports		Audited Consolidated Financial Statements of
	of the Board of Directors and		the Company for the financial year ended
	the Auditors thereon; and		December 31, 2020 together with the Report
	b. the Audited Consolidated		of the Auditors thereon, as circulated to the
	Financial Statements of the		Shareholders and laid before the meeting, be
	Company for the year ended		considered, received and adopted."
	December 31, 2020, together
	with the Report of the Auditors
	thereon.
2.	To declare final dividend on	Ordinary	"RESOLVEDTHATthefirstinterim
	equity shares of Rs. 14 per		dividend of Rs. 6 per share on 7,24,73,462
	equity share and to approve and		equity shares of Re. 1 each, second interim
	confirm the declaration and		dividend of Rs. 6 per share on 7,25,20,485
	paymentofthreeinterim		equity shares of Re. 1 each and third interim

Sr.	Details of the Agenda	Type of	Text of the resolution passed
No.		Resolution
		(Ordinary /
		Special)
	dividends aggregating Rs. 19		dividend of Rs. 7 per share on 7,25,93,290
	per equity share for the year		equity shares of Re. 1 each, fully paid up, in
	ended December 31, 2020.		respect of the financial year 2020 be and are
			hereby confirmed and approved.
			RESOLVED THAT a final dividend of Rs.14
			per share, be and is hereby declared on
			7,26,81,415 equity shares of Re. 1 each, fully
			paid up and the same be paid to those
			shareholders whose names appeared on the
			Register of Members of the Company as at
			close of business hours of March 31, 2021."
3.	To appoint a director in place	Ordinary	"RESOLVED THAT Mr. John Berisford
	of Mr. John Berisford, who		(DIN 07554902), who retires by rotation at
	retires by rotation, and being		this Annual General Meeting and, being
	eligible seeks re-appointment.		eligible seeks re-appointment, be and is
			hereby re-appointed as a Director of the
			Company, liable to retire by rotation."

The Chairman requested Ms. Minal Bhosale, Company Secretary, to brief the members regarding the voting procedure at the Annual General Meeting. Ms. Bhosale informed the members that the Company had reviewed all statutory requirements and accordingly, had provided electronic voting facility to the members to exercise their right to vote by electronic means on all of the businesses specified in the Notice. The e-voting was open from Friday, April 16, 2021 (10.00 a.m.) to Monday, April 19, 2021 (5.00 p.m.). As per the statutory requirements and in view of the virtual format of the meeting, voting by show of hands was not permitted at the General Meeting where e-voting had been offered to the Members. Therefore, for those shareholders who had not exercised their right to vote by remote e-voting, the facility for electronic voting was also made available during the AGM for 30 minutes after the conclusion of the meeting.

For the purpose of e-voting, the voting rights were reckoned as of April 13, 2021, which was the cut-off date. She informed the shareholders that the combined results of remote e-voting and e-voting during the Annual General Meeting shall be announced on or before April 22, 2021 by intimation to the Stock Exchanges and would be displayed on the website of the Company, www.crisil.com and also on the website of NSDL, viz https://www.evoting.nsdl.com/.

The Chairman then informed the members that all the business of the meeting having been completed, the meeting was concluded. He thanked all the members for their participation in continued support to the Company. The meeting concluded at 6.03 p.m.

Completion of e-voting and Scrutnisers' Report :

After ensuring that all the members participating in the e-voting had cast their votes, the Scrutiniser unlocked the e-voting system.

The Scrutiniser issued his report dated April 20, 2021 to the Managing Director & Chief Executive Officer of the Company, who was duly authorised by the Board of Directors and the Chairman to receive and announce the voting results.

Resolution	Particulars	% votes in	% votes
No.		favour	against
	To receive, consider and adopt:	99.9987%	0.0013%
1.	a. the Audited Financial Statements of the Company for the
	year ended December 31, 2020, together with the Reports
	of the Board of Directors and the Auditors thereon; and
	b. the Audited Consolidated Financial Statements of the
	Company for the year ended December 31, 2020, together
	with the Report of the Auditors thereon.
	To declare final dividend on equity shares of Rs. 14 per
2.	equity share and to approve and confirm the declaration and	99.9990%	0.0013%
	payment of three interim dividends aggregating Rs. 19 per
	equity share for the year ended December 31, 2020.
3.	To appoint a director in place of Mr. John Berisford, who
	retires by rotation, and being eligible seeks re	99.6266%	0.3734%
	appointment.

The consolidated results as per Scrutiniser's Report were as under :

On the basis of the Scrutiniser's Report for e-voting dated April 20, 2021, Ms. Ashu Suyash, Managing Director & Chief Executive Officer, announced through the website of the Company, National Securities Depository Limited (NSDL), BSE Limited and National Stock Exchange of India Limited, the consolidated results of voting (e-voting) on April 21, 2021 and that all the resolutions for the Ordinary Business as set out at item nos. 1 to 3 of the Notice of the 34th Annual General Meeting of the Company dated February 11, 2021 had been duly passed by a requisite majority as under:

OdinBuinINo1 -OdinReluiofodoiofFinialSinINo1 ofheAGMNoicetetttatetst ottettrarysess:mrarysonr apnoancmenasseum
luionRetsore	ired:qu	ORDINARY
(Ordin/ary	Spial)ec
heheWtr pro	/termo	No
terpromog	roupare
indintertees	het
da/reagenso	luion?t
Category	Mf Vodeoointg	fNo.ohad (helsres1)	Nf vteso.oolled()2po	%fVotesolled oPondintstanoughasres()()/()*3=[21]100	NfVoteo.osinfav()4our–	fNo. oVotes–intagas(5)	fin%Votesofavteour on voslledpo(6)=[(4)/(2)]*100	%finVotestoagaslledtesonvopo(7)=[(5)/(2)]*100
Prteromo	inE-Votg	4,87,32,586	4,832,867,5	100.0000	4,832,867,5	0	100.0000	0.0000
danPrteromoGroup	Poll		0	0.0000	0	0	0.0000	0.0000
	lTota		4,87,32,586	100.0000	4,87,32,586	0	100.0000	0.0000
blicPu	inE-Votg	1,36,94,474	95,97,555	70.0834	95,97,555	0	100.0000	0.0000
Iniionttutss	llPo		0	0.0000	0	0	0.0000	0.0000
	lTota		995,7,555	0.08347	995,7,555	0	100.0000	0.0000
blicPu	inE-Votg	1,02,54,355	6,01,337	86815.	6,00,905	837	99.8698	0.1301
NoniionInttutss	Poll		75,358	0.7349	75,358	0	100.0000	0.0000
	Tolta		6,77,091	6.603	6,76,308	783	99.8844	0.1156
	Total	26,81,417,5	5,90,07,232	81.1861	5,90,06,449	783	99.9987	0.0013

Oinin2 -Oiniofoiofiviin2 ofAGicedBuIteNodRelutdelatddedt otIteNotheMNotrarysess:mrarysonrcranonasseum
Reluiontsore(Ordin/ary	ired:quSpial)ec	ORDINARY
heheWtr pro	/termo	No
terpromogro	upare
indintertees	het
da/reagenso	luion?t
Category	f VodeMoointg	fNo.ohad (helsres1)	f vNteso.oolled()2po	%fVotesolled oPondintstanoughasres()()/()*3=[21]100	fNVoteo.osinfav()4our–	fNo. oVotes–intagas(5)	fin%Votesofavteour on voslledpo(6)=[(4)/(2)]*100	fin%Votestoagaslledtesonvopo()=[()/(2)]*10075
Prteromo	E-Vointg		4,832,867,5	100.0000	4,832,867,5	0	100.0000	0.0000
danPrteromoGroup	Poll	4,87,32,586	0	0.0000	0	0	0.0000	0.0000
	lTota		4,832,867,5	100.0000	4,832,867,5	0	100.0000	0.0000
blicPu	inE-Votg		95,97,555	70.0834	95,97,555	0	100.0000	0.0000
Iniionttutss	llPo	1,36,94,474	0	0.0000	0	0	0.0000	0.0000
	lTota		95,97,555	70.0834	95,97,555	0	100.0000	0.0000
Public	E-Vointg		6,0895,7	9085.5	6,02965,	835	99.9037	0.0962
NoniionInttutss	Poll	1,02,4,3555	75,358	0.7349	75,358	0	100.0000	0.0000
	Tolta		6,81,237	6.6434	6,80,654	583	99.9144	0.0856
	Tolta	7,26,81,415	5,90,11,378	81.1918	5,90,10,795	583	99.9990	0.0010

OdinBuinINo3 -OdinReluiofoinfMJohnBeisfodinINo3fheAGMNoicetettmt ot ottettrarysess:mrarysonr re-appoenr.rrasseumo
Reluiontsore	ired:qu	ORDINARY
(Ordin/ary	Spial)ec
heheWtr pro	/termo	No
terpromogro	upare
indintertees	het
da/reagenso	luion?t
Category	f VodeMoointg	fNo.ohad (helsres1)	f vNteso.oolled()2po	%fVotesolled oPondintstanoughasres()()/()*3=[21]100	fNoVotes. oinfav()4our–	fNo. oVotes–intagas(5)	fin%Votesofavteour on voslledpo(6)=[(4)/(2)]*100	fin%Votestoagaslledtesonvopo()=[()/(2)]*10075
Prteromo	E-Vointg	4,87,32,586	4,87,32,586	100.0000	4,87,32,586	0	100.0000	0.0000
dan	Poll		0	0.0000	0	0	0.0000	0.0000
Prteromo
Group
	lTota		4,87,32,586	100.00	4,87,32,586	0	100.00	0.00
blicPu	inE-Votg	1,36,94,474	95,70,712	69.8874	93,51,143	2,19,569	97.7058	2.2941
Iniionttutss	llPo		0	0.0000	0	0	0.0000	0.0000
	Tolta		95,70,712	69.8874	93,51,143	2,19,569	97.7058	2.2942
Public	E-Vointg	1,02,54,355	6,08845,	90865.	6,01925,	692	99.8857	0.1142
NoniionInttutss	Poll		75,358	0.7349	75,358	0	100.0000	0.0000
	Tolta		6,81,242	6.6435	6,80,550	692	99.8984	0.1016
	Total	26,81,417,5	5,89,84,540	81.1549	5,87,64,279	2,20,261	99.6266	0.3734

These resolutions recorded hereinabove as part of the proceedings of the 34th Annual General Meeting, were duly approved by the members of the Company by a requisite majority and were deemed to be passed on April 20, 2021, being the date of the Annual General Meeting of the Company.

Chairman Place : Date : sd/- Connecticut, USA May 18, 2021

Date of entry in minutes book: May 13, 2021