CRISIL Ltd

Dear Member,

The Directors are pleased to present to you the 38^th Annual Report of Crisil Limited, along with the audited financial statements, for the year ended December 31, 2024.

Financial performance

A summary of the Company's financial performance in 2024:

* Final dividend recommended for 2024: C 26 per equity share of C 1 each ** Final dividend paid for 2023: C 28 per equity share of C 1 each

Financial statements for the year ended December 31, 2024 have been prepared in accordance with the Indian Accounting Standards (hereinafter referred to as the ‘Ind AS') as notified by Ministry of Corporate Affairs pursuant to Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time.

There are no material departures from the prescribed norms stipulated by the accounting standards in preparation of the annual accounts. Accounting policies have been consistently applied, except where a newly issued accounting standard, if initially adopted, or a revision to an existing accounting standard, required a change in the accounting policy hitherto in use. The management evaluates all recently issued or revised accounting standards on an ongoing basis.

The Company discloses consolidated and standalone financial results on a quarterly basis, which are subject to limited review and publishes consolidated and standalone audited financial results annually.

a) Consolidated operations

Total income from the Company's consolidated operations for 2024 was C_3,349.42 crore, 3.6% higher than C_3,233.16 crore in the previous financial year.

Overall expenses were C _ 2,422.95 crore as against C_2,365.46 crore in the previous financial year. Profit before tax was C_926.47 crore as against C_867.70 crore in the previous financial year.

Profit before tax for the year ended December 31, 2023, included a one-off gain of C_29.4 crore due to sharp devaluation of the Argentinian peso in fourth quarter of 2023.

Profit after tax was C_684.07 crore as against C_658.44 crore in the previous financial year.

b) Standalone operations

Total income from the Company's operations for 2024 was C _2,165.58 crore compared with C_2,121.62 crore in the previous financial year.

Overall expenses were C_ 1,460.16 crore as against C_1,358.24 crore in the previous financial year. Profit before tax was C_ 705.42 crore as against C_ 763.38 crore in the previous financial year. Profit after tax was C_615.88 crore as against C_668.26 crore in the previous financial year.

A detailed analysis of the performance, consolidated as well as standalone, is included in the Management Discussion and Analysis Report, which forms part of the Annual Report.

Dividend

The Directors recommend for approval of the members at the Annual General Meeting (AGM), to be held on April 30, 2025, payment of final dividend of C 26 per equity share of face value of C 1 each, for the financial year under review. During the year, the Company paid three interim dividends

- first interim dividend of C_7, second interim dividend of C 8 and third interim dividend of C_15 per equity share. Hence, total dividend will be C 56 per share in 2024 vis-?-vis total dividend of C 54 per share in the previous financial year.

The Dividend recommended is in accordance with the Company's Dividend Distribution Policy . The Company has adopted the Dividend Distribution Policy to determine the distribution of dividends in accordance with the provisions of applicable laws. The Dividend Distribution policy is available on the Company's website at https://www.crisil. com/content/dam/crisil/investors/corporate-governance/ dividend-policy-clean.pdf

Increase in issued, subscribed and paid-up equity share capital

During the financial year, the Company issued and allotted 16,185 equity shares to eligible employees on exercise of options granted under the employee stock option scheme (ESOS) of the Company. Hence, at the end of the year, Crisil's issued, subscribed and paid-up capital stood at C_73,129,790/- comprising 73,129,790 equity shares of C_1 each.

Trend in share capital during the year:

Segment-wise results

The Company has identified two business segments, in line with the Indian Accounting Standard on Operating Segment (Ind AS-108), comprising: (i) Ratings services (ii) Research, Analytics and Solutions

The audited financial results of these segments are provided as part of the financial statements.

Highlights

•Announced 1,150+ new bank loan ratings (BLRs); has total active ratings outstanding for ~7,000 companies

•Maintained leadership position in the corporate bond markets, backed by preference for quality ratings among investors and issuers alike

•Ensured best-in-class quality of ratings by maintaining focus on analytical rigour

•Held several marquee events and published high-quality opinion pieces that were well covered by the media and appreciated by stakeholders

The ratings industry sustained its growth momentum in 2024 as a decline in bond issuances in the first half amid hardening yields was more than offset by a year-on-year increase in issuances in the second half of the year. Consequently, in 2024, the rated bond quantum rose a healthy 11.7% year-on-year. The pick-up in the second half was led by large and frequent bond issuances from players in the financial services sector.

In contrast, bank credit posted a growth of 11.2% in 2024 vs 15.6% in 2023, owing to a slowdown in the services and retail segments. The slower growth in credit to the services segment was largely because of a slowdown in credit to non-banking financial companies (NBFCs) due to the central bank's move to increase risk weights for banks lending to NBFCs.

Reflecting credit growth, the new and enhanced BLR quantum across credit rating agencies (CRAs) saw a marginal decline in 2024. The number of companies with new BLRs decreased 5.5% year-on-year across the industry.

The demand for the monitoring agency's offerings increased due to a surge in the number of companies raising equity from the primary markets in 2024.

Amid an evolving macroeconomic environment and rising competitive intensity, Crisil Ratings was able to sustain its market-leading position in the corporate bond segment, driven by investor preference for rating quality.

In this milieu, Crisil Ratings logged a healthy revenue growth of 17.4% year-on-year in 2024.

On the analytical front, we continued to demonstrate best-in-class quality with solid performance of ratings as reflected in the globally tracked metrics such as default rates and stability rates. We continued to strengthen our early warning mechanism through our proprietary framework for the corporate and infrastructure sectors. We proactively identified sectors impacted by macroeconomic developments and prioritised rating reviews across vulnerable sectors and companies. These initiatives have helped Crisil Ratings maintain high quality of ratings amid external environment.

We witnessed global uncertainties with uneven economic growth, high interest rates and continued geopolitical tensions in 2024. Domestically, despite rising borrowing costs, India Inc recorded resilient revenue growth, aided by the government's continued policy support towards infrastructure build and revival of rural consumption demand. Leaner balance sheets continued to support credit profiles.

SEBI issued a series of circulars to enhance ease of doing business for CRAs, including a comprehensive one on cybersecurity and cyber resilience framework for all registered intermediaries, including CRAs.

On the franchise front, Crisil Ratings continued to drive thought leadership in the industry by providing cutting-edge insights, hosting seminars and web conferences on trending topics and engaging with industry leaders through panel discussions. Our opinion pieces received extensive coverage from premier print and digital media.

We conducted our second edition of infrastructure summit themed – ‘Indian infrastructure: Surging on policy pivot'. We hosted our ninth edition of the annual flagship seminar on the NBFC sector themed – ‘NBFCs: On a risk-focused growth journey'. Both events included presentations by experts from Crisil Ratings and panel discussions involving several industry leaders, who shared their perspectives and insights.

To deepen our engagement with clients located in Tier 2 regions, we hosted regional Ratings conclaves, presenting our views on relevant industry trends and having close discussions with them. This outreach activity witnessed encouraging response from clients, investors and bankers.

Other well-received franchise activities during the year included webinars on renewable energy, infrastructure investment trusts/real estate investment trusts, asset reconstruction companies, electric vehicles, data centres, automobiles, roads, real estate and capital goods.

Global Analytics Center (GAC) continued to drive surveillance support across the analytical practices of S&P Ratings and partnered on data and technology transformation programmes.

Research, Analytics and Solutions

Crisil won the Chartis RiskTech100? 2025 Award in the Model Validation category for the third consecutive year and ranked 37^th overall.

We were recognised as a category leader across five Chartis quadrants for 2024 - Credit Risk Management Solutions, Credit Portfolio Management Solutions, Regulatory Reporting Solutions Quadrant, Credit Lending Operations and Model Risk Management Solutions.

Highlights

•Expanded our research coverage on allied agricultural activities

•Established a valuation framework for alternative investment funds (AIFs) aligned with international private equity and venture capital valuation guidelines, enhancing our clients' investment decision-making capabilities

•Expanded Quantix coverage by sourcing a targeted list of entities in the C 5 crore to C 500 crore turnover bucket

•Deepened our focus on climate risk model capabilities to develop a comprehensive, end-to-end approach to climate risk, adaptation and resilience

•Extended our early warning solution (EWS) to small and medium enterprises (SMEs) and retail portfolios

•Integrated our generative artificial intelligence (GenAI) capabilities into the credit assessment and spreading solution Credit + ICON

We recorded strong traction in 2024, especially in urban infrastructure and transport sectors, and draft red herring prospectus (DRHP) offerings. We supported governments, multilateral institutions and investors in sectors such as roads, renewables and urban infrastructure, helping them finalise frameworks and roadmaps, and achieve financial closures.

The business was able to garner significant wallet share in adjacent geographies and maintained its leadership position with multilateral and bilateral agencies.

Our research offerings in emerging areas empowered stakeholders with data-driven insights. We saw strong interest in thought leadership and franchise-building initiatives at banks. We are leveraging our sectoral expertise to support their needs.

Growth in our Industry Research offerings was driven by demand for thematic research, while our fixed income indices remained mutual funds' top choice for launching sectoral passive target maturity funds. The updated Crisil AIF benchmarks were received well.

Credit + ICON saw significant traction and continues to be a market leader in India. The business recorded a strong demand for EWS from smaller banks and NBFCs after the Reserve Bank of India's (RBI) new circular on EWS. The business witnessed traction for its corporate loan origination system.

On the franchise front, we hosted the 8^th edition of our flagship India Outlook seminar, titled ‘Pivots, pillars and pace' and released the India Outlook Report 2024, titled ‘Growth marathon'. The business organised ‘The Real Estate Conclave' and launched two reports – the Developer Sentiment Study, and Realty Bytes.

Highlights

•23 new logos were added across verticals

•Leveraged GenAI to develop client solutions

The business witnessed the impact of curtailed discretionary spending by global clients.

The buy-side segment secured new mandates and increased its wallet share with existing clients.

The credit risk and lending solutions expanded the existing relationships and added new logos as banks continued to transform their credit risk practices amid rising macroeconomic and geopolitical risks. The business made considerable progress in leveraging AI in credit risk assessments. The development of a proprietary AI Prompt database is expected to address the growing needs of clients to integrate GenAI in the credit review process.

The quantitative and risk solution saw traction in regulatory reporting, compliance, model lifecycle services and finance transformation, amidst limited appetite for discretionary spends by commercial and investment banks (CIBs).

Highlights

•Onboarded 24 new clients

•Investments in data processing platforms accelerated client delivery and improved data quality

•Digital platform is being adopted more broadly across Crisil Coalition Greenwich, driving efficiency gains and value-add data analytics

Despite uncertain market conditions and cost and budget pressure across clients, the business saw momentum in CIB and maintained leadership and entrenchment across index CIBs. Our client engagement and scaling up of product offerings strengthened demand from large commercial banks.

Collaboration with S&P Global

Crisil's association with S&P Global has been instrumental in shaping our strategy and governance systems, blending local and global perspectives. The presence of S&P Global representatives on the Crisil Board brings valuable global insights on governance, risk, and controls, as well as expertise in leading large businesses. This partnership also provides opportunities for Crisil to leverage the S&P Global brand through referrals in the international market. Regular interactions between the two management teams facilitate knowledge-sharing and cross-fertilisation of ideas. Importantly, commercial opportunities are pursued at an arm's length, following rigorous review and recommendations by Crisil's Audit Committee, mainly comprising Independent Directors. Notably, S&P Global's largest collaboration with Crisil has been in providing financial services support to S&P Global Ratings and other teams, a partnership spanning nearly two decades.

Crisil Ratings and Crisil Intelligence

•We partnered with S&P Global to contribute to the India Forward: Emerging Perspective event. The teams jointly wrote a comprehensive paper on the agriculture sector

•We have collaborated to provide comprehensive financial information to 40,000 unlisted companies on the S&P MI CapIQ platform

•S&P participated in our marquee event, India Outlook Seminar, which marked the launch of a new report – India Outlook Report 2024

•S&P Global Market Intelligence's credit scorecards are hosted and automated on Crisil's Credit + ICON platform

Crisil Integral IQ

•Ongoing collaborations include a referral agreement between S&P Global, a joint go-to-market strategy, and development of risk and sustainability solutions

•Support Trucost and S&P Global Sustainable1 for ESG assessments

Crisil Coalition Greenwich

•A referral agreement with Market Intelligence, which represents several data and analytics products

Human Resources

Crisil is a people-centric organisation. We believe in fostering a culture of innovation that drives growth, empowers our employees with thriving careers, and delivers high impact to our clients and the communities in which we operate. To achieve these goals, our people strategy has evolved over the years, incorporating elements that contribute to building a future-ready workforce.

Accelerating careers

Over the past few years, upskilling and reskilling people and providing them growth opportunities has been the mainstay for Crisil. We continue to invest in new age skills, such as GenAI, including tie-ups with educational institutions to explore research areas and experiential interventions such as hackathons.

As part of our strategic workforce planning, we implemented a skill development plan for critical areas. We adopted a multi-modal approach (social learning, experiential learning and facilitator-based) for shaping the learning curve of our employees. In addition, access to digital learning platforms was provided for self-paced, anytime, anywhere learning. Crisil provides education reimbursement to assist continuous learning. The comprehensive learning plan helps ensure high operational efficiency with tangible impact metrics to accelerate growth.

Leadership development and succession planning remain an integral part of our talent priorities. We continue to emphasise on promoting organic talent for critical roles to ensure organisational resilience. To ensure we identify the best talent for the roles in new growth areas, we continue to assess talent through a calibrated internal and lateral hiring approach.

Our talent review process is strategic, structured and holistic for identifying critical roles, successors and high-potential employees. The senior leadership team plays an active role in the collaborative exercise to ensure alignment with organisational goals. This integrated effort not only develops a strong internal bench of leaders but also promotes career mobility, facilitates strategic role transitions and enhances employee engagement, retention and satisfaction.

We continued to invest in leadership development through various bespoke journey-based interventions for all levels. The programme designs are based on our competency framework to address key areas of development and to ensure we meet the needed outcomes. These development initiatives involve individual development plans, coaching and cross-functional exposure to prepare future leaders.

Fostering inclusion and belongingness

Crisil is committed to the inclusion agenda. In 2024, we consolidated the efforts towards institutionalising inclusion through a formal, empowered, cross-functional body – the Inclusion Forum. Under the sponsorship of our CEO, the Inclusion Forum was set up to create strategic accountability, provide governance and oversight on inclusivity efforts and enhance brand visibility. The Forum members spearheaded several interventions such as setting up the people resource group (PRG), ensuring global standards for enabling managerial inclusion index through reverse mentoring and contribution to external think-tanks.

Purpose-led interventions around themes of authenticity and belonging were organised to mark select occasions globally. Several thought leadership forums and sensitisation sessions were conducted.

In pace with our ongoing efforts to enhance wellbeing, a global maternity pay policy of 26 weeks with full pay has been announced (effective January 1, 2025). Pre and post-partum maternity care has also been introduced.

International Women's Day was commemorated with wellness sessions, fireside chat with industry leaders, employee challenges and distribution of school kits to underprivileged students, which touched over hundreds of employees.

We observed Disability month in July 2024. Apart from leadership messages on allyship, experiential learning interventions were organised at multiple locations to sensitise employees on disability inclusion. We observed the Global Diversity Awareness month, which included targeted activities such as physical accessibility audit for three offices in India, workshops on accessible content creation, allyship for people managers to encourage conversations on mental health and resilience among teams, launch of reverse mentoring programme and PRG. An inclusion handbook was introduced to equip employees with tools to engage in meaningful and sensitive conversations.

Directors

Members of the Company's Board of Directors are eminent persons of proven competence and integrity. Besides global experience, strong financial acumen, strategic astuteness and leadership qualities, they have a significant degree of commitment to the Company. They devote adequate time to meetings and preparation. In terms of the requirement of the Securities & Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations, 2015'), the Board has identified core skills, expertise and competencies of the Directors in the context of the Company's business for effective functioning and how the current Board of Directors are fulfilling the required skills and competencies. This is detailed at length in the Corporate Governance Report.

The Board meets at regular intervals to discuss and decide on the Company/business policy and strategy, apart from other Board businesses. The Board exhibits strong operational oversight with regular business presentations at meetings. An annual planner of topics to be discussed at the Board meeting is pre-approved by the Directors. The Board/Committee meetings are pre-scheduled, and an annual calendar of the meetings is circulated to the Directors well in advance to help them plan their schedules and ensure meaningful participation. Only in the case of special and urgent business, should the need arise, is the Board's approval taken by passing resolutions through circulation, as permitted by the law, which are confirmed in the subsequent Board meeting. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings and AGMs.

The agenda for the Board and Committee meetings includes detailed notes on items to be discussed to enable the Directors to make informed decisions. The Company follows a two-day schedule for its quarterly Committee and Board meetings, which offers greater discussion time for Board matters.

In 2024, the Board met six times - February 15-16, April 16, July 15-16, October 16, October 28, and December 12. The maximum interval between two meetings did not exceed 120 days.

The Company's Nomination and Remuneration Policy formulated under Section 178(3) of the Companies Act, 2013, covers roles, responsibilities, criteria and procedures towards key aspects of Board governance, including the size and composition of the Board, criteria for directorship, terms and removal, succession planning, evaluation framework, and ongoing training and education of Board members. The Policy lays down detailed guidelines for remuneration of the Board, Managing Director and employees, and covers fixed and variable components and long-term reward options, including ESOSs. It includes the scope and terms of reference of the Nomination and Remuneration Committee. The Policy is available at https://www.crisil.com/en/home/ investors/corporate-governance.html. During the year, modifications were made to the Policy to elaborate on the terms of reference of the Committee.

Appointments

Ms Nishi Vasudeva was appointed as an Independent, Non-Executive Director, with effect from January 27, 2024, for a period of five years. Further, the Board at its meeting held on February 16, 2024, appointed Mr Saugata Saha as a Non-Executive Director with effect from February 17, 2024.

The aforesaid appointments were duly approved by the shareholders at the AGM held on April 16, 2024.

Retiring by rotation

In accordance with the Articles of Association of the Company and provisions of the Companies Act, 2013, Mr. Girish Ganesan retires by rotation, and being eligible, has sought re-appointment.

Brief profile of Mr Girish Ganesan, has been given in the notice convening the AGM.

Key managerial personnel

Pursuant to the provisions of the Section 203 of the Companies Act, 2013, the key managerial personnel (KMP) of the Company as on the date of this report are:

•Mr Amish Mehta, Managing Director & Chief Executive Officer

•Mr Dinesh Venkatasubramanian, Chief Financial Officer*

•Ms Minal Bhosale, Company Secretary

*Mr Dinesh Venkatasubramanian was appointed as the Chief Financial Officer (CFO) of Crisil Limited w.e.f. October 28, 2024.

Board independence

Our definition of ‘independence' of Directors is derived from Regulation 16(b) of the SEBI Listing Regulations, 2015, and Section 149(6) of the Companies Act, 2013. Based on the confirmation/disclosures received from the Directors, and on the evaluation of the independence of Directors during the Board evaluation process and assessing the veracity of disclosures, the following Non-Executive Directors are independent: a) Mr Girish Paranjpe b) Ms Shyamala Gopinath c) Mr Amar Raj Bindra d) Ms Nishi Vasudeva

In the opinion of the Board, the Independent Directors fulfil the conditions specified under the Companies Act, 2013, the rules made thereunder and the SEBI Listing Regulations, 2015. They are independent of the Management and are persons of high integrity, expertise and experience. Further, in terms of Section 150 of the Companies Act, 2013, read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs (IICA) and have passed the proficiency test, if applicable to them.

Committees of the Board

The Board has five committees:

•Audit Committee

•Corporate Social Responsibility Committee

•Risk Management Committee

•Nomination and Remuneration Committee

•Stakeholders' Relationship Committee

Details of all the committees, along with their charters, composition and meetings held during the year, are provided in the Report on Corporate Governance, as part of this Annual Report.

Annual evaluation by the Board

During the year, the Board carried out an annual evaluation of its performance as well as of the working of its committees and individual Directors, including the Chairman of the Board. This exercise was carried out through a structured questionnaire prepared separately for the Board, Committees, Chairman and individual Directors. The Chairman's performance evaluation was carried out by Independent Directors at a separate meeting.

The parameters assessed included various aspects of the Board's functioning such as: effectiveness, information flow between Board members and management, quality and transparency of Board discussions, Board dynamics, Board composition and understanding of roles and responsibilities, succession and evaluation, and possession of required experience and expertise by Board members, among other matters.

The performance of the Committees was evaluated on the basis of their effectiveness in carrying out their respective mandates.

Peer assessment of Directors, based on parameters such as participation and contribution to Board deliberations, keeping oneself abreast of organisational matters, trends, knowledge and understanding of relevant areas, among other matters, was reviewed by the Board for individual feedback.

During 2024, the Company implemented feedback from the 2023 Board evaluation process, enhancing engagement with senior management and skip-level teams, focusing on strategic issues and operational improvements of the meeting process.

Compliance monitoring framework

The Company has a comprehensive framework for monitoring compliances with applicable laws and internal policies. Compliance reviews take place at multiple levels, as follows:

•First line of defence: Business and corporate functions ensureimplementationoflawsattheprimarylevelthrough checks and controls in their operational processes

•Compliance reporting tool: Compliances are further mapped into the compliance reporting tool and affirmed at regular frequencies by compliance owners, to generate compliance reports, which are submitted to the Board on a quarterly basis

•The compliance monitoring framework is periodically subject to audits by internal auditors as per the internal audit plan

•The secretarial audit process ascertains adequacy of systems and processes for compliance, commensurate with the size and operations of the Company

•The Stakeholders' Relationship Committee of the Company reviews instances of policy violations and breaches on a quarterly basis

Risk management policy and internal control adequacy

The Board has established robust policies and procedures to ensure governance and the orderly, efficient conduct of business operations. These measures include adherence to company policies, safeguarding of assets, prevention and detection of fraud, accuracy and completeness of accounting records, and the preparation of reliable financial disclosures. The internal control systems are aligned with the nature of the business and the scale and complexity of operations.

Significant audit observations and subsequent actions are regularly reported to the Audit Committee. To uphold audit independence, internal auditors report directly to the Audit Committee, which also holds exclusive executive sessions with both internal and statutory auditors. Additionally, management conducts a comprehensive review of key controls impacting financial reporting at both entity and operational levels, submitting the findings to the Audit Committee and the Board.

The Company's risk management framework ensures periodic assessment, mitigation, and monitoring of risks pertaining to businesses. Mitigation plans for identified risks are reviewed, implemented and monitored regularly. This balanced approach enables Crisil to mitigate risks to an acceptable level, safeguarding its reputation and brand while supporting operational and strategic goals.

Directors' responsibility statement

The Directors hereby confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same ii. They have selected such accounting policies and applied them consistently, and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company, and for preventing and detecting fraud and other irregularities

iv. They have prepared the annual accounts on a going-concern basis

v. They have laid down internal financial controls for the Company which are adequate and operating effectively

vi. They have devised proper systems to ensure compliance with the provisions of all the applicable laws, and such systems are adequate and operating effectively

Particulars regarding conservation of energy, technology absorption, and foreign exchange earnings and outgo

Foreign exchange earnings and outgo during the year under review are as follows:

*On a standalone basis

The Company does not own any manufacturing facility and, hence, our processes are not energy intensive. Therefore, particulars relating to conservation of energy and technology absorption stipulated in the Companies (Accounts) Rules, 2014, are not applicable.

However, we endeavour to support the environment by adopting environment-friendly practices in our office premises and have rolled out a policy that is aimed at improving the environmental performance of Crisil. Our efforts in this direction centre around making efficient use of natural resources, usage of renewable energy, adoption of energy efficiency measures and promoting recycling of resources.

Initiatives taken in the area of environment protection in 2024 are mentioned in the Crisil Sustainability Report 2024, available at https://www.crisil.com/en/home/investors/ financial-information/sustainability-report.html.

Corporate social responsibility

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013. The role of the Committee is to review the CSR Policy and approve activities to be undertaken by the Company towards CSR.

The CSR Policy of the Company is available at https://www. crisil.com/en/home/investors/corporate-governance.html, and details about initiatives taken by the Company during the year under review have been appended as Annexure I to this report.

The CFO has certified that the funds disbursed for CSR have been used for the purpose and in the manner approved by the Board for financial year 2024.

Vigil mechanism

The Company has established a vigil mechanism for Directors and employees to report genuine concerns, the details of which have been given in the Corporate Governance Report annexed to the Annual Report.

Merger of Bridge to India Energy Private Limited (Bridge to India) with Crisil Limited

In order to streamline Crisil's subsidiary structure, the Board of Directors of Crisil Limited approved the merger of Bridge to India with the Company at their meeting held on October 16, 2024. The merger will be effected through the National Company Law Tribunal approval process. An application for the merger has been submitted to the National Company Law Tribunal on November 28, 2024. The approval of the application will be followed by dissolution of Bridge to India, without any requirement of the winding-up procedure.

The merger will consolidate operations under the parent entity, thereby reducing duplication of records, regulatory compliances and costs.

Merger of Peter Lee Associates Pty Limited (PLA) with Crisil Irevna Australia Pty Ltd (Crisil Australia)

In order to streamline Crisil's global entity structure, the Board of Directors of PLA and Crisil Australia, the two wholly owned subsidiaries of the Company based in Australia, have approved the sale of business of PLA to Crisil Australia through a business transfer agreement. This will be followed by deregistration of PLA.

SEBI licence approval for Crisil ESG Ratings & Analytics Limited (Crisil ESG Ratings)

Crisil ESG Ratings, a wholly owned subsidiary of Crisil Ratings Limited, and a step-down subsidiary of the Company, had applied for a SEBI licence to operate as a registered ESG ratings service provider (ERP). Crisil ESG Ratings has received the licence from SEBI on April 25, 2024, to commence the business of ERP. Subsequently, the Company, vide business transfer agreement dated May 3, 2024, transferred its ESG ratings business to Crisil ESG Ratings.

Subsidiaries

As on December 31, 2024, the Company had 3 Indian and 13 overseas wholly owned subsidiaries.

In accordance with Section 129(3) of the Companies Act, 2013, Crisil has prepared a consolidated financial statement of the Company and all its subsidiaries, which is a part of the Annual Report. A statement containing salient features of the financial statements of the subsidiaries and highlights of their performance are included in the Annual Report.

The Company has no associate companies within the purview of Section 2(6) of the Companies Act, 2013.

In accordance with the third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company containing its standalone and consolidated financial statements has been uploaded on the website, www.crisil. com. Further, as per the fourth proviso of the said Section, accounts of all subsidiaries as of December 31, 2024, have also been uploaded on www.crisil.com. Shareholders interested in obtaining a copy of the accounts of the subsidiaries may write to the Company Secretary at the Company's registered office or email to investors@crisil. com.

The Company has also obtained a certificate from the statutory auditors, certifying that the Company is in compliance with FEMA regulations with respect to downstream investments.

Particulars of contracts or arrangements with related parties referred to in Section 188(1)

A significant quantum of related party transactions undertaken by the Company is with subsidiaries engaged in the delivery of Crisil's businesses and business development activities. The scope, coverage and limit of the related party approval obtained from the members as of December 15, 2014, was expanded to C 750 crore by way of obtaining shareholders' approval at the 37^th AGM of the Company, held on April 16, 2024.

The Audit Committee pre-approves all related party transactions. The details of such transactions undertaken during a particular quarter are placed at the meeting of the Audit Committee held in the succeeding quarter.

All contracts/arrangements/transactions with related parties executed in 2024 were in the ordinary course of business and on an arm's length basis. During the year, there were no related party transactions that were materially significant or could have a potential conflict with the interests of the Company at large.

All related party transactions are mentioned in the notes to the accounts. The particulars of material contracts or arrangements with related parties referred to in Section 188(1) are given in a prescribed Form AOC–2 as Annexure II.

As required under the SEBI Listing Regulations, 2015, the Company has formulated a Related Party Transactions Policy, which has been uploaded on the Company's website, https://www.crisil.com/content/crisilcom/en/ home/investors/corporate-governance.html. The Company has developed an operating procedures manual for the identification and monitoring of related party transactions.

Particulars of loans, guarantees or investments under Section 186

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, are provided in the notes to financial statements.

Auditors' report

M/s Walker Chandiok & Co LLP (an affiliate of the Grant Thornton network) is the Statutory Auditor of the Company. Its report is a part of the Annual Report.

M/s Walker Chandiok & Co LLP is undergoing its second term of five years as the Statutory Auditor of the Company, i.e., from the conclusion of the 35^th AGM held on April 22, 2022, until the conclusion of the 40^th AGM. Consequent to the amendments to the Companies Act, 2013, ratification of appointment of the Statutory Auditor at every AGM is no longer required.

Comments on auditors' report

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s Walker Chandiok & Co LLP, Statutory Auditors, in its audit report. The Statutory Auditor also did not report any incident of fraud to the Audit Committee of the Company in the year under review.

Secretarial audit report

The Board of Directors of the Company had appointed M/s_S._N. Ananthasubramanian & Co. (SNACO), a firm of Practising Company Secretaries, as Secretarial Auditors of the Company to conduct the secretarial audit for the financial year 2024 and their report is appended as Annexure III. There were no qualifications, reservations or adverse remarks or disclaimers made by SNACO in its secretarial audit report. Further, in terms of the SEBI (Listing Obligations & Disclosure Requirements) (Third Amendment) Regulation, 2024, the Board has recommended appointment of SNACO as the Secretarial Auditors of the Company for a term of five consecutive financial years commencing from January 1, 2025 till December 31, 2029. The appointment will be subject to shareholder's approval at the ensuing AGM.

Further, Crisil Ratings Limited, a material subsidiary of the Company, undertakes secretarial audit every year under Section 204 of the Companies Act, 2013. The audit for the financial year 2024 was conducted by M/s S. N. Ananthasubramanian & Co, a firm of Practising Company

Secretaries. The report did not contain any qualification, reservation or adverse remark or disclaimer. The secretarial audit report of Crisil Ratings Limited forms a part of the Annual Report as per requirements of the SEBI Listing Regulations, 2015.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, 2015, is annexed to the Annual Report.

Corporate governance

The Company is committed to maintaining the highest standards of corporate governance and adhering to the corporate governance requirements set out by SEBI. The Report on Corporate Governance, as stipulated under the SEBI Listing Regulations, 2015, is part of the Annual Report. A certificate from the auditors of the Company confirming compliance with the conditions of corporate governance, as stipulated under the SEBI Listing Regulations, 2015, is also published in the Annual Report.

Particulars of remuneration

Disclosures with respect to the remuneration of Directors and employees, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been appended as Annexure IV to this report.

In accordance with the provisions of Section 197(12) of the Companies Act, 2013, and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of every employee covered under the said rule are available for inspection during working hours for a period of 21 days before the AGM, and will be made available to any shareholder on request, and are also available on the Company's website.

Employee stock option schemes

The Company has three employee stock option schemes (ESOSs). ESOS – 2011 was approved by shareholders vide a special resolution passed through postal ballot on February 4, 2011. ESOS – 2012 was approved by shareholders vide a special resolution passed through postal ballot on April 10, 2012. ESOS – 2014 was approved by shareholders vide a special resolution passed through postal ballot on April 3,

2014, and amended by a special resolution of shareholders at the 30^th AGM held on April 20, 2017.

The ESOS of the Company are in compliance with SEBI regulations. As per Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, read with SEBI circular no. CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015, details of the ESOSs are uploaded on the Company's website, https://www.crisil.com/content/ crisilcom/en/home/investors/financial-information/ annual-report.html.

The Company has received a certificate from SNACO, a firm of Practising Company Secretaries, that ESOS – 2011, ESOS – 2012 and ESOS – 2014 have been implemented in accordance with SEBI regulations and resolutions passed by members in the general meetings. The certificate will be placed at the ensuing AGM for inspection by members.

Annual return

The complete Annual Return (Form MGT-7) is available on the Company's website, https://www.crisil.com/en/home/ investors/financial-information/annual-report.html.

Financial year

The Company follows the calendar year as the financial year in terms of a special approval obtained from the Company Law Board in 2015.

CEO and CFO certification

A certificate from Mr Amish Mehta, Managing Director & CEO, and Mr Dinesh Venkatasubramanian, CFO, pursuant to the provisions of the SEBI Listing Regulations, 2015, for the year under review was placed before the Board of Directors of the Company at its meeting held on February 10, 2025.

Statutory disclosures

Directors state that there being no transactions with respect to the following items during the financial year under review, no disclosure or reporting is required with respect to:

1.Deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013, and the Companies (Acceptance of Deposits) Rules, 2014

2.Change in the nature of business

3.Transfer to reserves

4.Issue of equity shares with differential rights as to dividend, voting or otherwise

5.Receipt of any remuneration or commission by the Managing Director/Whole-time Director of the Company from any of its subsidiaries

6.Significant or material orders passed by the regulators or courts or tribunals that impact the going concern status and the Company's operations in the future

7.Buyback of shares

8.Maintenance of cost records as per Section 148(1) of the Companies Act, 2013

9.Application or proceedings made under the Indian Bankruptcy Code 2016 10. Difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from banks or financial institutions along with the reasons thereof

Acknowledgements

The Board of Directors wish to thank the employees of Crisil for their exemplary dedication and excellence displayed in conducting all operations. The Board also wishes to place on record its sincere appreciation of the faith reposed in the professional integrity of Crisil by customers and investors who have patronised its services. The Board acknowledges the splendid support provided by market intermediaries as well. The affiliation with S&P Global has been a source of great strength. The Board of Directors also wish to place on record its gratitude for the faith reposed in Crisil by the shareholders, suppliers, SEBI, RBI, the Government of India and the state governments. In conclusion, the role played by the media in highlighting the good work done by Crisil is deeply appreciated.

For and on behalf of the Board of Directors of Crisil Limited