CRISIL An S&P Global Company

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CRISIL

An S&P Global Company

RESULTS OF REMOTE ELECTRONIC VOTING AND POLL CONDUCTED FOR RESOLUTIONS SET OUT IN NOTICE CONVENING 31ST ANNUAL GENERAL MEETING OF THE COMPANY HELD QN APRIL 17, 2019

The 32"d Annual General Meeting ("AGM") ofCRISIL Limited ("the Company") was held on Wednesday, April 17, 2019 at 3.30 p.m. at Rangaswar Hall, 4¹¹¹floor, Yashwantrao Chavan Pratishthan, Gen. Jagannath Bhosale Marg, Next to Sachivalaya Gymkhana, Mumbai 400 021, to transact the business set forth in the Notice of the AGM dated February 12, 2019.

In terms of Section 108 of the Companies Act, 2013 ("the Act") read with Rule 20 of the Companies (Management and Administration) Rules, 2014 ("the Rules"), as amended, and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company provided its Members with the facility to exercise their right to vote on the resolutions proposed to be passed at the Annual General Meeting by electronic means. Members could cast their votes on electronic voting system from place other than the venue of the meeting (remote e -voting). The Company had entered into an arrangement with Karvy Fintech Pvt. Ltd. ("Karvy") for facilitating remote e-voting services.

Members, whose names was recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories, as on cut-off date, Wednesday, April 10, 2019, were entitled to avail the facility of remote e-voting as well as voting in the Annual General Meeting and could cast their vote electronically on the Ordinary and Special Business(es) as set out in the Notice of the AGM through electronic voting system ofKarvy. The remote e-voting period commenced on Saturday, April 13, 2019 at 10.00 a.m. and ended on Tuesday, April 16, 2019 at 5.00 p.m. The remote e-voting module was disabled at 5.00 p.m. on April 16, 2019.

The Members who had not cast their vote by remote e-voting could exercise their voting rights at the Annual General Meeting. The Company had made arrangements for voting at the venue of the Annual General Meeting. Members who had cast their vote by remote e-voting prior to the meeting, could also attend the meeting, but were not entitled to cast their vote again.

Accordingly, the shareholders voted on the following resolutions, proposed in the Notice convening the said 32"d Annual General Meeting:

Sr. Details of the Agenda Type of Resolution

No. (Ordinary/

Special) ORDINARY BUSINESS

1. To receive, consider and adopt: Ordinary

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.crisll.com

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CRISIL

a. the Audited Financial Statements of the Company for the year ended December 31, 2018, 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, 2018, together with the Report of the Auditors thereon.

2. To declare final dividend on equity shares of Rs. 11 per equity share and to Ordinary approve and confirm the declaration and payment of three interim dividends

aggregating Rs. 19 per equity share for the year ended December 31, 2018.

3. Re-appointment of Mr. John Berisford : To appoint a Director in place of Ordinary Mr. John Berisford (DIN 07554902), who retires by rotation and, being

eligible, seeks re-appointment.

SPECIAL BUSINESS

4. To appoint Ms. Arundhati Bhattacharya (DIN 02011213) as an Independent Ordinary Director of the Company.

The Board of Directors of the Company had appointed Mr. Makarand Joshi, Practicing Company Secretary, as Scrutinizer for the E-Voting under Section 108 of the Companies Act, 2013 as also for the InstaPoll at this AGM, to scrutinize the e-voting and poll process in a fair and transparent manner. Mr. Makarand Joshi submitted his report to me after completion of poll process.

The results of voting on the resolutions are as under :

A. Date of the AGM : April 17, 2019 (Wednesday)

B. Total number of shareholders as on record date i.e. April 1, 2019:

29,513 (Twenty Nine Thousand Five Hundred and Thirteen)

C. No. of shareholders present in the meeting either in person or through proxy: 92 Shareholders Present in Present through

person Authorised

Representative/Proxy

Promoter and Promoter Group Nil 3

Public 83 6

Total 83 9

CRISIL Limited

Total

89 3 92

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D. No. of Shareholders attended the meeting through Video Conferencing :

CRISIL

Promoters and Promoter Group : No video conferencing facility was arranged for the AGM Public : No video conferencing facility was arranged for the AGM E. Agenda - wise disclosure of voting details : Annexure

All the resolutions set out in the Notice convening the 32^ndAnnual General Meeting have thus been passed with requisite majority.

Yours faithfully For CRISIL Limited

Aw

_M^s_{a�::i��(�}rector & Chief Executive Officer DIN : 00494515

Encl.: Annexure

CRISIL Limited

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

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To,

MAKARAND M. JOSHI & CO.

Company Secretaries

Ecstasy, 803/804, 9th Floor, Citi of Joy, J.S.D Road, Mulund (:Nest), Mumbai - 400080 (T) 022-21678100

Consolidated Report of Scrutinizer on remote e-voting and Insta Poll voting at the 32°d Annual General Meeting

Mr. John Lee Berisford The Chairman,

Of 32nd Annual General Meeting (AGM) of the Shareholders of Crisil Limited (hereinafter referred as the "Company") held on Wednesday, 17th April 2019, at 3.30 P.M. at Rangaswar Hall, 4th floor, Yashwantrao Chavan Pratishthan, Gen. Jagannath Bhosale Marg, Next to Sachivalaya Gymkhana, Mumbai 400 021.

Dear Sir,

Re: Scrutinizer's Rel?ort o.r't voting tluough ren'l.ote e-votfog and voting at the AGM in terms of provisions of the Companies Act, 2013 read with the Rules issued thereunder and applicable prnvisions of the SEBI (Listing Obligations and Disdosure Requirements) Regulation, 2015.

A I was appointed as Scrutinizer in the meeting of Board of Directors of the Company held on 12th February, 2019 to conduct the following:

(i) Remote e-voting process done by the shareholders of the Company pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of

SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015; and (ii) Poll through electronic Voting (Insta Poll) at the AGM under the provisions of

Section 109 of the Companies Act, 2013 read with Rule 21 of the Companies (Management and Administration) Rules, 2014 at the AGM held on Wednesday, 17th April, 2019.

B. The Company had availed the remote e-voting facility provided by Karvy Fintech Private Limited ("Karvy") for conducting the remote e-voting by the shareholders of the Company. The remote e-voting commenced on Saturday, April 13, 2019, at 10:00 a.m. and end on Tuesday, April 16, 2019, at 5:00 p.m. and the Karvy remote e-voting platform was unblocked thereafter.

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C. After closure of the Insta Poll at the AGM, the report on voting done at the AGM was generated in my presence and diligently scrutinized.

D. The votes cast under the remote e-voting facility were thereafter unblocked in the presence of two witnesses who were not in employment of the Company and after the conclusion of the voting at the AGM the votes cast thereunder were counted.

E. Details of AGM:

Date of AGM

Total number of shareholders on record date (i.e. as on Wednesday, Otst April, 2019)

17th April 2019 29513

No. of shareholders present in the meeting either in person or through proxy:

Promoter and Promoter group 3

Public 89

No. of shareholders attended the meeting through Video Conferencing:

Promoter and Promoter group NA

Public NA

2

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Resolution Item No. 1- Ordinary Resolution:

To receive, consider and adopt:

a) The Audited Financial Statements of the Company for the year ended December 31, 2018, together with the Reports of the Board of Directors and Auditors Report thereon; and

b) the Audited Consolidated Financial Statements of the Company for the year ended December 31, 2018, together with the Report of the Auditors thereon;

% of Votes % of Votes

% of Votes Polled No. of in favour on against on Mode of

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No. of shares

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No. of votes

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on outstanding No. of Votes- Votes- votes polled votes polled Category

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_Voting _held₍₁₎ _polled₍₂₎ _shares _{in favour}₍₄₎

Promoter and

�ting Promoter Group Poll

Total Public-

--

Institutions

Total -- Public- Non �oting

Institutions I

Total

4.87.32.586 I 4,87,32,586 -,--,--,---

0

4,87,32,586

92.84.332 1,27,44,471 --,- ,---

0

92,84,332

5.09.588 2,04,686 1,06,89,342 -,--,---

7,14,274

(3)=[(2)/(1)]* 100

100.00 ! 0.00

100.00

72.85

o.oo I

72.85

4.77 1.91

6.68

against (5) (6}=[(4)/(2)] (7)=[(5)/(2)] *

*100 100

4.87.32,586 0 100.00 0.00

0 0 0.00 0.00

4,87,32,586 0 100.00 0.00

92.84.332 0 100.00 0.00

0 0 0.00 0.00

92,84,332 0 100.00 0.00

5,09,537 51 99.99 0.01

2,04,620 66 99.97 0.03

7,14,157 117 99.98 0.02

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Resolution Item No. 2 - Ordinary Resolution:

Declaration of Dividend:

Resolution Item No. 4- Ordinary Resolution:

Appointment of Ms. Arundhati Bhattacharya as an Independent Director of the Company:

For Makarand M. Joshi & Co., Practicing Company Secretaries

Ath�du onse ·R; epresentative of Makarand Joshi

Place: Mumbai Date : 17/04/2019

For CRISIL Limited

cf:::�orised Representative Place: Mumbai

Date: 11/01,/2019

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ANNEXURE Ordinary Business: Item No. 1- Ordinary Resolution for adoption of Financial Statements as set out in Item No. 1 of the AGM Notice

Resolution required:

(Ordinary/ Special) ORDINARY Whether promoter/ No

promoter group are interested in the agenda/resolution?

No. of % of Votes Polled No. of % of Votes in % of Votes against on

Mode of No. of votes on outstanding No. of Votes - Votes- favour on votes

Category Voting shares held polled (2) shares in favour (4) against polled votes polled

(1) {3)=[(2)/(1)]* 100 (5) {6}=[{4}/(2)]*100 (7)=[{5)/{2)]*100

Promoter E-Voting 4,87,32,586 100.00 4,87,32,586 0 100.00 0.00

and Promoter 4,87,32,586

Group Poll 0 0.00 0 0 0.00 0.00

Total 4,87,32,586 100.00 4,87,32,586 0 100.00 0.00

Public- E-Voting 92,84,332 72.85 92,84,332 0 100.00 0.00

Institutions Poll 1,27,44,471

0 0.00 0 0 0.00 0.00

Total· •92,84,332

.

_72.85 _92,84,332 ₀ _100.00 _0.00

Public- E-Voting 5,09,588 4.77 5,09,537 51 99.99 0.01

Non 1,06,89,342

Institutions Poll 2,04,686 1.91 2,04,620 66 99.97 0.03

Total 7,14,274 6.68 7,14,157 117 99.98 0.02

Tdtal 7,21,66,399 5,87,31,192 81.38 S,87,31,075 ^lt7 100.00 0.00

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Ordinary Business: Item No. 2 - Ordinary Resolution for declaration of dividend as set out in Item No. 2 of the AGM Notice Resolution required: {Ordinary/

Special) ORDINARY

Whether promoter/ promoter No group are interested in the

agenda/resolution?

% of Votes Polled % of Votes in

Mode of No. of shares No. of votes on outstanding No. of Votes - No. of favour on

Category Voting held (1) polled (2) shares in favour (4) Votes- votes polled

(3)=[(2)/(1)]* 100 against (5) {6)=[(4)/(2)]*

100

Promoter and E-Voting 4,87,32,586 100.00 4,87,32,586 0 100.00

Promoter Group Poll 4,87,32,586

0 0.00 0 0 0.00

Total 4,87,32,586 100.00 4,87,32,586 0 100.00

Public- E-Voting 92,84,332 72.85 92,84,332 0 100.00

0 0.00 0 0 0.00

Total 92,84,332 72.85 92,84,332 0 100.00

Public- Non E-Voting 5,09,588 4.77 5,09,538

so

^99.99

2,04,686 1.91 2,04,620 66 99.97

Total 7,14,274 6.68 7,14,158 116 99.98

Total 7,21,66,39.9 5,87,31,192 ^81.3? 5,87,31,076 116 100.00

% of Votes against on votes polled (7)=[(5)/(2)]*

100 0.00 0.00 0.00 0.00 0.00 0.00 0.01 0.03 0.02 0.00

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Ordinary Business: Item No. 3 - Ordinary Resolution for re-appointment of Mr. John Berisford as set out in Item No. 3 of the AGM Notice Resolution required: (Ordinary/

Special) ORDINARY

Whether promoter/ promoter No group are interested in the

agenda/resolution?

% of Votes in % of Votes

% of Votes Polled No. of favour on against on

Category Mode of No. of shares No. of votes on outstanding No. of Votes - votes polled votes

Voting held (1) polled (2) shares in favour (4) Votes- polled

(3)=[(2)/(1)]* 100 against (5) (6)=[(4)/(2)]* 100 (7)=[(5)/(2) ]*100

Promoter and E-Voting 4,87,32,586 4,87,32,586 100.00 4,87,32,586 0 100.00 0.00

Promoter Group Poll 0 0.00 0 0 0.00 0.00

Total 4,87,32,586 100.00 4,87,32,586 0 100.00 0.00

Public- E-Voting 1,27,44,471 92,84,332 72.85 92,78,647 5,685 99.94 0.06

Institutions Poll 0 0.00 0 0 0.00 0.00

Total 92,84,332 72.85 92,78,647 5,685 99.94 0.06

Public- Non E-Voting 1,06,89,342 5,09,588 4.77 5,09,528 60 99.99 0.01

Total 7,14,274 6.68 7,14,148 126 99.98 0.02

Total 7,21,66,399 s,_87,31,.l.92 81.38 5_,87,2.S,381 S,811 9.9.99. 0.01

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Special Business: Item No. 4- Ordinary Resolution for appointment of Ms. Arundhati Bhattacharya as set out in Item No. 4 of the AGM Notice Resolution required: (Ordinary/

Special) ORDINARY

Whether promoter/ promoter No group are interested in the agenda/resolution?

% of Votes in % of Votes

% of Votes Polled No. of favour on against on

Category Mode of No. of shares No. of votes on outstanding No. of Votes - Votes - votes polled votes Voting held (1) polled (2) shares in favour (4) against (5) (6)=[(4)/(2)]* polled

(3)=[(2)/(1)]* 100 100 (7)=[(5)/(2) ]*100

Promoter and E-Voting 4,87,32,586 4,87,32,586 100.00 4,87,32,586 0 100.00 0.00

Promoter Group Poll 0 0.00 0 0 0.00 0.00

Total 4,87,32,586 100.00 4,87,32,586 0 100.00 0.00

Public- E-Voting 1,27,44,4 71 92,84,332 72.85 92,77,446 6,886 99.93 0.07

Institutions Poll 0 0.00 0 0 0.00 0.00

Total 92,84,332 72.85 92,77,446 6,886 99.93 0.07

Public- Non E-Voting 1,06,89,342 5,09,588 4.77 5,09,068 520 99.90 0.10

Total 7,14,274 6.68 7,13,688 586 99.92 0.08

Total 7,21,66,399 5�87,31,192 81.�8 5�87,23,720 7,472 99.99 ^0:01 _)>^:,^Cl)^R<>_-0

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