CRISIL An S&P Global Company

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April 18, 2019

National Stock Exchange of India Ltd.

Exchange Plaza, 5th floor Plot No. C/1, G Block Bandra-Kurla Complex

Bandra (East), Mumbai 400 051

Dear Sirs,

BSE Ltd.

P J Towers Dalal Street Fort

Mumbai 400001

Sub.: Voting results at the 32nd Annual General Meeting ofCRISIL Limited

CRISIL

An S&P Global Company

Kindly be informed that the 32nd Annual General Meeting (AGM) of CRISIL Limited was held on Wednesday, April 17, 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.

Pursuant to Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") and Circular No. CIR/CFD/CMD/8/2015 dated November 4, 2015, please find below the details regarding the voting results at the said AGM:

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

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

Total

89 3 92

Promoters and Promoter Group

Public : No video conferencing facility was arranged for the AGM : No video conferencing facility was arranged for the AGM E. Scrutinisers' Report: Annexure 1

F. Agenda - wise disclosure of voting details : Annexure 2

CRISIL Limited

Corporate Identity Number: L67120MH1987PLC042363

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G. Proceedings of the AGM : Annexure 3

CRISIL

This may also be considered as compliance of Para A of Part A of Regulation 30 of the Listing Regulations.

Yours faithfully For CRIS IL Limited

Minal Bhosale Company Secretary ACS 12999

Encl.: Annexure 1, Annexure 2 and Annexure 3

CRISIL Limited

Corporate Identity Number: L67120MH 1987PLC042363

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

(3)

To,

MAKARAND M. JOSHI & CO.

Company Secretaries

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

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

Mr. John Lee Berisford The Chairman,

Of 32¹¹d 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: Scrutinlzet·'s Report on vot.ing tluough remote e-voting and voting at the AGM. in terms of provisions of the Companies Act, 2013 read with the Rules issued thereunder and applicable prnvisions o·f the SEBI (Listing Obligations and Disc.losure 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 ACM, the report on voting done at the ACM 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 ACM the votes cast thereunder were counted.

E. Details of ACM:

Date of ACM

Total number of shareholders on record date (i.e. as on Wednesday, Ol•t 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) (3)=[(2)/(1)]* 100 shares in favour (4) _against(5) (6)=[(4)/(2)] *100 (7)=[(5)/(2)]* 100

4.87 .32.586

!

^100.00

!

4.87,32,586 0 100.00 0.00

0 0.00 0 0 0.00 0.00

Promoter and

�ing

Promoter Group Poll 4,87,32,586 l-- ---'---'---'---l--- -1-----"---'---'---+---,---ir---i

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

- -

1,27,44,471 l--- -92.84.332 ----'---'---1---t---'----'----j----t---i---i 72.85 92.84.332 0 100.00 0.00

0 0.00 0 0 0.00 0.00

Public- Institutions

Total 92,84,332 72.85 92,84,332 0 100.00 0.00

--

5,09.588 4.77 5,09,537 51 99.99 0.01

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

Public- Non E-Voting

Institutions Poll 1,06,89,342 l---=.!..:::::.!.=.:=-=-t---�:..:...:._:_-+--�:....'....::...::...:...:�----+---t- - - ---4

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

0.

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Resolution Item No. 2- Ordinary Resolution:

Declaration of Dividend:

% 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

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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 92,84,332 0 100.00 0.00

Institutions Poll 0

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Total 92,84,332 72.85 92,84,332 0 100.00 0.00

Public- Non E-Voting 1,06,89,342 5,09,588 4.77 5,09,538

so

^99.99 ^0.01

Institutions Poll 2,04,686 1.91

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^2,04,620 ⁶⁶ ^99.97 ^0.03

Total 7,14,274 6.68 7,14,158 116 99.98 0.02

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Resolution Item No. 3 - Ordinary Resolution:

Re-appointment of Mr. John Berisford, (DIN: 07554902), who retires by rotation and, being eligible, seeks re-appointment.

% of Votes Polled Category Mode of No. of shares No. of votes on outstanding

Voting held (1) polled (2) shares

(3)=[(2)/(1)]* 100 Promoter and E-Voting 4,87,32,586 4,87,32,586 100.00

Promoter Group Poll 0 0.00

Total 4,87,32.,586 100.00

Public- E-Voting 1,27,44,471 92,84,332 72.85 I

Institutions Poll 0 0.00

Total 92;84,332 72.85

Public- Non E-Voting 1,06,89,342 5,09,588 4.77

Institutions Poll 2,04,686 1.91

Total 7,14,274 6.68

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No. of Votes - in favour (4)

4,87,32,586 0 4,87,32,586 92,78,647 0 92,78,647 5,09,528 2,04,620 7,14,148

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No. of Votes- against (5)

0 0

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5,685 0 5,685 60 66

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% of Votes in % of Votes favour on against on

votes votes polled polled (6)=[(4)/(2)]* (7)=[(5)/(2) 100 ]*100

100.00 0.00

0.00 0.00

100.00 0.00

99.94 0.06

0.00 0.00

99.94 0.06

99.99 0.01

99.97 0.03

99.98 0.02

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Resolution Item No. 4 - Ordinary Resolution:

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

% of Votes Polled No. of

Category Mode of Voting No. of shares held (1} No. of votes polled (2} (3)=[(2)/(1}]* 100 on outstanding shares No. of Votes -in favour (4} against (5} Votes-

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

Promoter Group Poll 0 0.00 0 0

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

Public- E-Voting 92,84,332 72.85 92,77,446 6,886

Institutions Poll 1,27,44,471

0 0.00 0 0

Total 92,84,332 72.85 92,77,446 6�886

Public- Non E-Voting 5,09,588 4.77 5,09,068 520

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

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

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100 100.00

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F. All the aforesaid resolutions were passed by requisite majority.

G. As requested by the management, I am submitting herewith a consolidated report on the results of remote e-voting together with the results of the Insta Poll at the AGM.

Thanking you, Yours faithfully,

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

A ut onse h�dR� epresentative of Makarand Joshi

Place: Mumbai Date: 17/04/2019

For CRISIL Limited

C�orised Representative Place: Mumbai

Date: 11 /01,/2019

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ANNEXURE 2 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

Category Mode of Voting shares held (1) No. of votes polled (2) {3)=[(2)/(1)]* 100 on outstanding shares No. of Votes -in favour (4) Votes-against (5) {6)=[(4)/{2)]*100 favour on votes polled {7)=[(5)/{2)]*100 votes polled

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

and 4,87,32,586

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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

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

Total 7,21,66,399 5,87,31�192 8L38 S,87,31,075 117 100.00

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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 % of Votes

Mode of No. of shares No. of votes on outstanding No. of Votes - No. of favour on against on Category Voting held (1) polled (2) shares in favour (4) Votes- votes polled votes polled

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

100 100

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 92,84,332 0 100.00 0.00

Institutions Poll 0 0.00 0 0 0.00 0.00

Total 92,84,332 72.85 92,84,332 ⁰ ^100.00 ^0.00

Public- Non E-Voting 1,06,89,342 5,09,588 4.77 5,09,538

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^99.99 ^0.01

Total 7,14,274 6.68 7,14,158 ¹¹⁶ ^99.98 ^0.02

Total 7,21,Gij,39-9 5,87,31,192 81.38 5,87,31,076 116 100.00 ^O.OQ

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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 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 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

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

Tot-al 7,2.1,66,399 5,87,31,192 81.38 5,£7,25;381 �811 99.99 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

No Whether promoter/ promoter

group are interested in the agenda/resolution?

% 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

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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 92,77,446 6,886 99.93 0.07

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

Tot_al 7,14,274 _- _- 6.68 7,13,688 586 99.92 0.08

Total 7.,21,6ij,399 .. 5,87,31J192 81.3c8 5J87,23",720 7,472 99.99 0.01 ^en^R"_-0_)>^::I

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CRISIL

Annexure 3 Fair Summm·y of the proceeding. at the 32'"¹Annual General Meeting of CRJSIL Limited

held on April 17, 2019 at 3.30 p.m. at Rangaswar Hall, YB Cha van Pratisbthan,

�en. Jagannath Bhosal Marg, Next t·o Sachivalaya Gymkhana, Mumbai 400 021

Mr. John Berisford, Chairman presided over the meeting and formally commenced the proceedings of the meeting at 3.30 p.m. as the necessary quorum was present. The Chairman introduced his colleagues on the Board. Thereafter, he informed the members that necessary registers and other certificates and documents required by law, produced before the meeting and laid on the table, were open for inspection during the continuance of the meeting.

With the permission of the members present, the Notice convening the Thirty-second 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 financial year ended December 31, 2018, did not contain any qualifications, observations or comments on financial transactions or matters which had any adverse effect on the functioning of the Company. Further, the Secretarial Audit Report for the financial year ended December 31, 2018, also did not contain any qualifications, observations or comments which had any adverse effect on the functioning of the Company. Accordingly, with the permission of the members present, the Auditor's Report on the Financial Statements and the Secretarial Audit Report were not required to be read.

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

The Chairman delivered his speech and then invited members who wanted to speak or ask questions pertaining to the performance of the Company during the year under review. Seven members thereafter addressed the meeting. 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 thanked the members for their suggestions and said that their feedback on the presentation of the financial statements would be evaluated carefully. Ms. Ashu Suyash replied to the comments and queries of the shareholders.

Thereafter, the following resolutions as set out in the Notice convening the AGM were proposed and seconded by the Members

CRISIL Limited

Corporate Identity Number: L67120MH 1987PLC042363

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

Sr. Details of the Agenda Type of Resolution

No. (Ordinary/

Special}

ORDINARY BUSINESS

1. To receive, consider and adopt: Ordinary

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 Ordinary Independent Director of the Company.

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 Company had provided e-voting facility to its Members to exercise their right to vote by electronic means from Saturday, April 13, 2019 (10.00 a.m.) to Tuesday, April 16, 2019 (5.00 p.m.). As per the statutory requirements, voting by show of hands was not permitted at the General Meeting where E-V oting had been offered to the Members. Therefore, for those shareholders who had not exercised their right to vote by remote e-voting, voting at the Annual General Meeting was conducted by Poll through tablets (E-Poll).

CRISIL Limited

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CRISIL

For the purpose of E-Voting and E-Poll, the voting rights were reckoned as of April 10, 2019, which was the cut-off date. She informed the shareholders that the combined results of E-Voting and E-Poll shall be announced on or before April 19, 2019 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 the Registrar & Transfer Agents viz., evoting.karvy.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. All the votes were cast through E-Poll and the meeting was closed by 4.30 p.m.

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