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CRISIL Ltd.

BSE: 500092 Sector: Others
NSE: CRISIL ISIN Code: INE007A01025
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OPEN 3198.75
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VOLUME 3184
52-Week high 3860.00
52-Week low 2425.45
P/E 69.23
Mkt Cap.(Rs cr) 23,829
Buy Price 0.00
Buy Qty 0.00
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Sell Qty 0.00

CRISIL Ltd. (CRISIL) - Director Report

Company director report

Dear Member

The Directors are pleased to present to you the 35th Annual Report ofCRISIL Limited along with the audited financial statements for the year ended December31 2021.

Financial performance

A summary of the Company's financial performance in 2021:

(Rupees in crore)

Consolidated Standalone
2021 2020 2021 2020
Total income 2377.71 2064.98 1385.19 992.73
Profit before interest depreciation exceptional items and taxes 687.53 593.79 564.71 290.95
Finance cost 8.93 14.39 5.67 6.94
Deducting depreciation of 105.98 121.11 52.89 65.68
Exceptional Item 45.82 - 45.82 -
Profit before tax 618.44 458.29 551.97 218.33
Deducting taxes of 152.63 103.56 74.95 51.61
Profit after tax 465.81 354.73 477.02 166.72
Other comprehensive income 32.03 (8.85) 30.29 (28.91)
Total other comprehensive income 497.84 345.88 507.31 137.81
Appropriations
Final dividend 160.52** 101.75* 160.52** 101.75*
Interim dividend 174.74 137.81 174.74 137.81

**Final dividend (including special dividend of Rs. 7) for 2021: Rs 22per equity share of Re 1 each

*Final dividend for 2020: Rs 14 per equity share of Re 1 each

The financial statements for year ended December 31 2021 have beenprepared in accordance with Indian Accounting Standards (Ind AS) notified under Companies(Indian Accounting Standards) Rules 2015 read with Section 133 of Companies Act 2013(‘Act') and other relevant provisions of the Act.

There are no material departures from the prescribed norms stipulatedby the accounting standards in preparation of the annual accounts. Accounting policieshave been consistently applied except where a newly issued accounting standard ifinitially adopted or a revision to an existing accounting standard required a change inthe accounting policy hitherto in use.

The Management evaluates all recently issued or revised accountingstandards on an ongoing basis.

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

a) Consolidated operations

Revenue from the Company's consolidated operations for 2021 was Rs2377.71 crore 15.1% higher as against Rs 2064.98 crore in the previous financial year.Overall expenses were Rs 1805.09 crore as against Rs 1606.69 crore in the previousfinancial year. Profit before tax was Rs 618.44 crore as against Rs 458.29 crore in theprevious financial year. Profit after tax was Rs 465.81 crore as against Rs 354.73 crorein the previous financial year.

b) Standalone operations

Revenue from the Company's standalone operations for 2021 was Rs1385.19 crore compared with Rs 992.73 crore in the previous financial year. Overallexpenses were Rs 879.04 crore as against Rs 774.40 crore in the previous financial year.Profit before tax was Rs 551.97 crore as against Rs 218.33 crore in the previous financialyear. Profit after tax was Rs 477.02 crore as against Rs 166.72 crore in the previousfinancial year.

A detailed analysis of the Company's performance consolidated aswell as standalone is included in the Management Discussion and Analysis Report whichforms part of the Annual Report.

Dividend

The Directors recommend for approval of the members at the AnnualGeneral Meeting to be held on April 22 2022 payment of final dividend of Rs 22(including a special dividend of Rs 7) per equity share of face value of Re 1 each for thefinancial year under review. During the year the Company paid three interim dividends -first interim dividend of Rs 7 second interim dividend of Rs 8 and third interim dividendof Rs 9 per equity share. Hence total dividend will be Rs 46 per share in 2021 vis-a-vistotal dividend of Rs 33 per share in the previous financial year.

Increase in issued subscribed and paid-up equity share capital

During the financial year the Company issued and allotted 275156equity shares to eligible employees on exercise of options granted under the employeestock option plan of the Company. Hence at the end of the year CRISIL's issuedsubscribed and paid-up capital was 72868446 equity shares of Re 1 each.

The trend in share capital during the year was:

Particulars No. of shares allotted Cumulative outstanding capital (no. of shares with face value of Re 1 each)
Capital at the beginning of the year i.e. January 12021 - 72593290
Allotment of shares to employees on February 1 1 2021 88125 72681415
Allotment of shares to employees on April 19 2021 64030 72745445
Allotment of shares to employees on July 20 2021 45607 72791052
Allotment of shares to employees on September 212021 27077 72818129
Allotment of shares to employees on November 10 2021 50317 72868446
Capital at the end of the year i.e. as on December 312021 - 72868446

Segment-wise results

The Company has identified three business segments in line with theIndian Accounting Standard on Operating Segment (Ind AS-108) comprising: (i) Ratings(ii) Research and (iii) Advisory. The audited financial results of these segments areprovided as part of the financial statements.

Review of operations

A. Ratings Highlights

• Announced over 1000 new ratings in 2021; total ratingsoutstanding were ~7000

• Leading position in the corporate bond market backed bypreference for quality ratings among investors as well as issuers

• Launched a series of thought leadership initiatives during theyear which were extensively covered by the media and well-appreciated by stakeholders

Business environment

The ratings industry continued to face a challenging businessenvironment in 2021 with fewer issuances in the bond market and muted bank credit growthin the manufacturing and service industries.

The issuances in the corporate bond market declined over 20% in 2021due to tepid investor interest and a rising interest rate environment for most of theyear.

Bank credit growth to the industry and services segment was affected bythe second COVID wave even as emergency credit lines were proactively made available andfairly widely availed especially by small and medium-sized enterprises.

Bank credit growth picked up in the second half in line with the sharprebound in economic activity across industries. There was strong uptick in the bank creditgrowth for the MSME and the services segment though the pick-up in the large corporatesegment was muted.

In addition the number of companies opting for bank loan ratings(BLR) across credit rating agencies continued to decline in 2021 on account of increasedminimum exposure threshold by a few large banks for seeking BLRs.

However securitisation volume picked up in 2021 as compared to theprevious year though on a smaller base with the normalisation of the collections acrossasset classes for non-bank finance companies (NBFCs) the largest issuers of securitisedpaper.

On the regulatory front SEBI announced certain changes to bring morestandardisation across CRAs in terms of approach to provisional ratings as well asrating scales / definitions. SEBI brought in standardisation in the Expected Loss (EL)rating scale. It also required CRAs to standardise other rating scales in line with thescales to be stipulated by respective financial regulators.

In addition RBI mandated CRAs to disclose bank-wise details of ratedloan facilities in rating rationales. This is expected to facilitate banks easy access toratings of their loan facilities and compute regulatory capital requirement based on theirindividual exposure.

Operations

CRISIL Ratings maintained its market leading position in 2021 drivenby new client acquisitions and healthy traction in rating of resolution plans of stressedassets. New client acquisitions and preference for our ratings for new bond and BLRissuances strengthened our market leadership. CRISIL Ratings undertook over 1000 new BLRassessments during the year. With this CRISIL has assigned ratings to more than 35000large and mid-sized corporates till date.

Focus on high-growth segments and existing relationships consolidatedour share in the bond market. We also on- boarded over 150 new large corporate clients. Wecontinue to be a leading credit rating agency in the BLR space.

CRISIL Ratings maintained its multifaceted approach towards stakeholderrelationship management. In addition to consistent engagement with issuers we expandedour structured engagements with investors. We extensively engaged with the seniormanagement of investors and issuers sharing economy and sectoral insights and leveragedthe ‘Ratings Analytica' platform to deliver our ‘thought leadership'reports and publications digitally.

As part of ongoing process improvement initiatives we launched a newtechnology-based workflow platform for Ratings operations. The new platform is asignificant improvement over our earlier workflow system which had served us well overthe past 10 years.

CRISIL Ratings also hosted the 6th edition of the Bond Market Seminar.The theme of the seminar was ‘Bonds that build a nation'. Shri Ajay TyagiChairman SEBI delivered the keynote address and also unveiled the ‘CRISIL Yearbookon The Indian Debt Market 2021'. The seminar was attended by nearly 700 investorsissuers and regulators.

Other noteworthy franchise activities in the year included webinars onmacroeconomy non-banking finance companies steel real estate renewables energy powertelecom fast-moving consumer goods oil hospitality and airport sectors.

We strengthened our market presence by engaging in panel discussionsand speaking at various conferences.

GAC enhanced its support to S&P Global Ratings on surveillance andESG activities and digitisation simplification and standardisation of content in thedata and analytical domains. GAC also continued to partner in market-outreach efforts andcontent creation for publications.

With the increasing focus on digitisation of content and analytics andbusiness process optimisation and transformation GAC stepped up its efforts to adopt newdata science techniques and tools and implemented the agile model for key programmes. Withfocus on bolstering the first line of defence several initiatives have been taken tostrengthen the internal controls framework. Continued application of lean managementtools work standardisation and process modernisation initiatives facilitated consistentsupport across diverse geographies and asset classes.

B.1. India Research Highlights

• Launched CRISIL ESG Gauge-an assessment of Indian companiesbased on a proprietary ESG framework

• The Industry Research vertical launched comprehensive sectoralreports and databases targeted at corporate clients

• The Funds & Fixed Income Research business maintained adominant position driven by momentum in benchmarking and grading services for AIFs andvaluations for fixed income and structured products. We also launched nine new indices in2021 taking the total to 107

Business environment

After 2020 turned out to be one of the most eventful years in recenthistory with changing market trends and business dynamics due to the pandemic 2021 wasall about staging resilient recovery. While the pandemic-induced disruptions initiallyimpacted some business segments we astutely remodeled our strategy to address the dynamicoperating environment with speed and agility.

We maintained our dominant position in the majority of the businesssegments.

Agility and innovation inform all our efforts to provide relevantproducts in tune with evolving market needs and maintain our leadership position. Thelaunch of the CRISIL ESG Gauge is a case in point given companies' increasing focuson sustainability due to the rise of ESG-oriented investing.

Our Learning Solutions business continued to face multiple headwindsduring the year. Physical classroom training was on hold amid the threat of new Covid-19variants. Client learning and development teams increasingly focused on internal trainingor used freelancers for both e-learning and instructor-led training sessions. We remainedfocused on virtual training as it enables a wider reach than traditional classroomtraining. We launched CRISIL Wealth Manager Certification in association with NISM duringthe year which saw good retail participation and emerging interest from corporateclients.

Operations

As we continued to work remotely given the surge in Covid-19 casesduring the second wave the safety and health of our team members were of paramountimportance. Even in these trying times we ensured seamless operations and timelydeliveries while maintaining high-quality standards.

We proactively responded to our clients' need for deeper insightsand forecasts given the rapidly changing prospects for the economy and key sectors byconducting more than 100 knowledge-sharing sessions. We shared insights on sectorsfinancial markets corporate earnings capital investments policy changes and the Indianand global economy. Complementing these were a series of webinars and articles in variousmedia that allowed us to reach out to a larger set of clients.

Increase in demand for analytics platforms with capabilities to providedata feeds alternative data automated delivery and wealth management research auguredwell for our data and analytics solution offerings.

Quantix a strategic initiative in the data and analytics spaceimproved its value proposition by enhancing data coverage and strengthening the power ofanalytics on top of the largest company database in the country. User- customisablecompany information reports were launched on the platform covering financial andnon-financial data as well as models and outlooks.

The SME Solutions business recovered strongly during the year with theaddition of high-value mandates from corporates. Extensive client outreach across businessverticals has resulted in a strong pipeline for the year to come. The business iscontinuously working on aligning offerings as per market requirements and engaging withclients for deepening existing relationships.

B.2. Global Research & Risk Solutions (GR&RS) Highlights

• Capitalised on digitisation- and regulation-driven demand forservices

• Added 31 new logos and deepened our service base among existingclients

• Signed a large mandate in regulatory reporting product controlautomation and digital transformation space; successfully renewed large multi-yearcontracts with global investment banks in the risk space

• Established data and analytics and sustainable financepractices as future growth engines

• Enhanced the brand - GR&RS featured in a press release by UKExport Finance as an independent consultant for assessing the clean growth plan of a UK-based energy company

Business environment

Market-led factors along with regulatory push are driving thetransformation agenda across financial institutions. With increased competition fromfinancial technology (fintech) firms banks are looking at digitalising parts of theircredit risk workflow to optimise the cost of compliance. Banks are also setting up dataarchitecture to seamlessly access data to improve day-to-day monitoring portfolioanalytics regulatory reporting and implementation of the digitisation agenda. Furtherregulators are increasingly monitoring and challenging the risk management practices offinancial institutions thereby forcing them to strengthen their current practices.

The market and regulators remain active across activities associatedwith risk management particularly emerging risk types such as climate and cyber risks.The European Central Bank and the European Commission recently published their strategy onclimate change-related actions and sustainable finance respectively. The spotlight isalso increasing on cybersecurity particularly in the US where regulators - the Office ofthe Comptroller of the Currency the Board of Governors of the Federal Reserve System andthe Federal Deposit Insurance Corporation - have sought stringent measures. Digitaltransformation is another emerging area of focus globally to effectively manage increasingrisk types further accelerated by the pandemic.

Both sell- and buy-side firms continue to deepen their relationshipwith clients by ensuring high-quality research support and simultaneously penetrating newareas such data analytics including alternative data sustainability etc. Regulatoryrequirements on clients to comply with ESG reporting requirements under the SustainableFinance Disclosure Regulation is also a significant driver for our offerings.

The Non-Financial Risk space has seen increasing traction globally inthe areas of financial crime compliance policy simplification regulatory compliance andremediation business process transformation and third-party risk management.

Operations

GR&RS has yet again emerged as the partner of choice for clients bywinning several requests for proposals (RFPs) across new work streams and strategicaccounts. The division has signed a large mandate in regulatory reporting productcontrol automation and digital transformation; and secured another significant win inthe space of credit analysis in the alternative investment management space. We have alsosuccessfully renewed large multi-year contracts reflecting clients' deep convictionin our research and delivery capabilities.

The risk business continued its winning streak by closing severalwinning proposals and RFPs. It added one of the leading buy-side firms as a new logo inthe US for an engagement in the data-engineering domain.

The Fundamental Research team has seen increasing traction for ESG anddata analytics (DA) in both buy and sell side. We have leveraged ESG to add new logos aswell as expand current engagements. Automated solutions and data management continue to bethe focus areas within DA underpinned by clients' agenda to increase customerconnect and achieve cost efficiency in non-research areas.

The Integrated Credit Risk team's emphasis continues to be acrossthe three lines of defence - front office middle office/credit risk management and riskoversight. The team has won a new deal in Asia on a fund monitoring solution and the firstclimate risk RFP for assessing the credibility of climate transition plans of severalentities.

The Non-Financial Risk domain has seen increasing traction globally inthe areas of financial crime compliance policy simplification regulatory compliance andremediation business process transformation and third-party risk management. Integratedservice offerings would continue to be the focus area for us in this space.

GR&RS also featured in a press release for acting as an independentconsultant to assess the clean growth plan of a UK-based energy company for a UK-basedexport credit guarantee agency.

On the talent front the business continues to invest in upskillingthrough customised programmes focusing on functional areas such as risk technology andanalytics. A recent executive programme to help business leaders drive client engagementand growth through consultative and targeted selling has started showing results.

B.3. Global Benchmarking Analytics Highlights

• Continued to integrate our distribution and relationship managercoverage models across our global banking clients to improve service quality

• Combined Coalition and Greenwich data sets in corporate andinvestment banking (CIB) to create new insights for clients

• Strengthened partnerships with Oliver Wyman S&P Global andIHS Markit

• Extended outreach by presenting views to 100+ executivecommittees at banks and meeting with all the heads of global markets investment bankingand transaction banking divisions across all large banks

• Referenced in over 300 articles across more than 50 globalpublications and in over 100 investor relations presentations made by leading global banks

Business environment

Calendar 2021 was marked by post-pandemic normalisation of activitiesfor global investment banks. Re-opening of economies investor demand and central bankactivity drove a sizeable boom in the investment banking division (IBD) and equity(EQ)-related products (excluding the Archegos loss).

Fixed income currencies and commodities (FICC) remained vibrant afterregistering record revenue in 2020. This and EQ/IBD growth continued into the thirdquarter of fiscal 2021 and in parts of the last quarter.

The first half of the fiscal saw a consistent decrease inlending/financing-related activity due to reduction in net interest margin as interestrates were lowered. However this normalised in the second half.

In our Voice of the Customer programme we enhanced the timeliness andquality of our products and services. By beginning to shift to continuous data collectionwe expect to be better aligned with our clients' needs and improve the valueproposition of client intelligence products in FICC EQ forex credit cash managementand trade services.

Operations

In sync with our expansion initiatives we have broadened ourcapabilities and reach to serve more regional client bases across the globe. With a focuson strengthening the relationship management function and deepening analytical expertiseGlobal Benchmarking Analytics now services 300+ clients across the financial servicesspace.

We have completed the design of the foundational components of ourfuture digital platform. The core capabilities are now being implemented and core businessprocesses are in transition. The focus is on data governance security and standardisationto provide a solid base to improve scalability and robustness across all data andanalytics processes leading to enhanced client value and experience.

The business retained the coveted SSAE16 SOC2 Type II certificationwhich is a testimony of the stringent controls and measures deployed for data and IPprotection.

C. Advisory

C.1. CRISIL Infrastructure Advisory Highlights

• Improved diversification through increased revenue share frominternational markets

• Successfully built a strong order book with several largemandate wins across sectors

• Maintained strong senior-level connect with policy makersmultilaterals and investors

• Witnessed strong revenue growth in the energy and clean energypractice

• Reduced debtor days and improved debtor recovery of long-pendingcases

Business environment

The first half of 2021 was muted for our Infrastructure Advisorybusiness because of the second pandemic wave that led to a slowdown in new investments inthe infrastructure sector. However the second half saw an uptick in business with manylarge wins both in domestic and international markets. Specifically on the internationalfront we saw robust growth with increased share of revenue from emerging economies suchas south-east Asia and East Africa.

In the domestic market the renewable energy sector continued to driveprivate sector investments. Besides the Production-Linked Incentive (PLI) scheme isexpected to provide further impetus to the private sector to continue their capex outlayin the short to medium term. Another major government initiative was the announcement ofNational Monetisation Pipeline earlier in 2021. We expect this to help bring in themuch-needed private capital and provide some cushion to government authorities inaugmenting resources.

Operations

CRISIL Infrastructure Advisory booked several large-value assignmentsfurther strengthening the order book. We continued to bag prestigious mandates in thedomestic market and i nternational geographies from state and central government entitiesand also from multilateral institutions.

The business was associated with NITI Aayog in the preparation of theNational Monetisation Pipeline which outlines the extent of monetisation potential acrossvarious sectors and its contribution to funding the National Infrastructure Pipeline themedium-term plan of the government for an infrastructure build-out.

C.2. CRISIL Business Intelligence & Risk Solutions Highlights

• Good traction with significant wins in regulatory reportingcredit monitoring digitisation and automation

• Retained flagship position in the internal credit ratingplatform with the implementation of a new-age risk assessment model ICON in India andoverseas

• Continued focus on international markets with new clientadditions in the Middle East and US markets

Business environment

The banking environment witnessed increasing focus on digitalisationand automation of credit processing with regulatory focus on automation of assetclassification and provisioning apart from continued traction in credit monitoring. Ourrisk and business intelligence solutions - ICON EWS and regulatory and portfolioevaluation/ monitoring - are aligned to address these requirements.

The business made good headway in the second half of the year. Clockingsome significant wins from public and private institutions it continues to build a strongpipeline.

In the overseas markets we continue to expand our suite of offeringswith innovative business analytics and digital enablement solutions implementation in theMiddle East.

Operations

This year our ICON platform with the new-age RAM and with more modularand configurable features was implemented successfully with banks. We continue to expandand invest in our technology capabilities on our existing Fulkrum (analytics) platform andsuite of risk products. We recently launched the asset classification and provisioningsolution which has been implemented in the market. We continue to expand our productsuite and modules on both ICON and Fulkrum apart from investing to enhance technicalcapabilities of these platforms.

D. Collaboration with S&P Global

The association with S&P Global helps blend local and globalperspectives in shaping CRISIL's strategy and governance systems. Representativesfrom S&P Global bring value to the CRISIL Board through global insights on governancerisk and controls and experience in leading large businesses. CRISIL also gainsopportunities to leverage the S&P Global brand through referrals and partnerships inthe international market. Regular interface between the two management teams leads toknowledge sharing and cross-fertilisation of ideas. At the same time commercialopportunities are pursued on an arm's length basis following review andrecommendations by the CRISIL Audit Committee comprising mainly Independent Directors.S&P's largest collaboration with CRISIL has been in the financial servicessupport to S&P Global Ratings and other teams that started almost two decades ago. Ithas been attested to by a majority vote from CRISIL's minority (non-promoter)shareholders in 2014.

GR&RS

Ongoing collaborations include a referral agreement between S&PGlobal Market Intelligence (MI) and S&P Global Ratings Services (SPGRS) a jointgo-to-market strategy and development of a suite of climate risk solutions for banks.GR&RS:

• Partnered with S&P for several RFPs related to climate riskframework and sustainable finance due diligence

• Entered into a multi-million-dollar partnership with Trucost onsupport for ESG assessments

Global Benchmarking Analytics

Ongoing collaboration includes:

• A referral agreement with MI where MI represents several dataand analytics products targeting community banks in the US

• Collaboration on product development on asset owner data setswhere the Money Market Directory (MMD) data is being combined with Global BenchmarkingAnalytics data to create new values for clients

E. Human Resources Diversity and inclusion

We have not only sustained our unwavering focus on diversity andinclusion but also enhanced rigour by adding new dimensions to this space.

For us diversity encompasses the themes of gender racesocio-economic backgrounds and sexual orientation. We introduced several initiatives andprogrammes in 2021 to build a diverse culture such as women-focussed hiring careerdevelopment programmes exposure and networking opportunities with successful womenleaders across the industry and policies to enhance equity for women. These haveheightened employee awareness and encouraged reflection aiding a deeper sensibility suchas appreciation of different perspectives at work and cultures through learning programmesconducted by trained international facilitators and recognising unconscious bias.

In the wake of the pandemic we have taken initiatives such as virtualdiversity fair initiatives to support the LGBTQ community and the celebration of PrideMonth. Women comprise 37% of our workforce 30% of our managerial positions and 38% of theBoard.

Our Women's Leadership Development Programme aimed at impartingleadership skills to mid-career women leaders has been well-appreciated by our leadersand participants.

As a testimony of these efforts CRISIL has featured in the list of 100Best Companies for Women in India compiled by Working Mother Media and Avtar Group forsix times in a row. We were also identified as the Best Employer for Women by Assochamtwice in a row.

Employee well-being

The health and safety of our employees retained primacy throughout thepandemic. For majority of the year work from home arrangements continued acrossbusinesses and locations. The pandemic has acted as a catalyst to enhance ourinterventions to improve employee well-being. We conduct fortnightly sessions on dietnutrition exercise meditation self-awareness family counselling financial planningvolunteering environmental awareness and on medical topics including women'shealth.

Employee connect and engagement

Keeping employees informed connected and engaged has always beencrucial to our people strategy. We remain focused on building trust through a culture ofopenness conversations and opportunities to speak up. The pandemic opened opportunitiesto build several digital platforms creating multiple touch points that foster cohesionand collaboration.

We launched Yammer our internal communication platform empoweringemployees to collaborate learn and share experiences across geographies workingenvironments and tenures. We have designed connect programmes with employees on a periodicbasis. These include communication on the organisation's performance policies andrewards and recognitions. We recognise performance through multiple platforms such asCRISIL Corporate Awards CEO Awards and townhalls.

We grew stronger as a team by supporting each other wholeheartedlythrough 2021. We announced various Covid-19 benefits such as vaccination support medicalcare through a dedicated coverage service employee assistance programme wellness daysand financial support among others. Moreover many of these are analysed and monitoredthrough granular metrics with the insights feeding forward into strategic visioning andplanning.

Talent development

We believe in prioritising talent development for current and futureneeds. Hence we promote a culture of development across levels. Employees - their talentand capabilities - are our greatest asset our competitive advantage. In a highlycompetitive environment our formidable talent pool becomes our key differentiator. Weheavily invest in learning and development strategy for our talents at CRISIL. Talentdevelopment goes deeper than straightforward initiatives where employees explore andexpand their abilities.

Key objectives of our talent management programme are:

1. Creating a high-performance team

2. Employee retention

3. Re-skilling and reducing skill gaps

4. Ownership of employee careers

The 9 Box Matrix is used to identify and develop corporate talent atsenior managerial levels. This approach enables proactive career development includingsuccessor development focused skill development and commensurate talent actions.

The performance of senior leaders is closely reviewed by seniorcorporate executives in the Talent Council on an annual basis. This facilitates a sharedvisibility of the performance reveal the potential of senior leaders and help us makefocused investments in our talent.

At CRISIL talent development is intentional well-planned and executedby experts aimed to ensure we remain future- ready. Some examples are the LEAD programmeto develop identified successors for senior roles the ‘Manager of the Future'programme for people managers and a host of functional and technical learning programmes.The development of ESG competencies and mandatory learning via our Learning ManagementSystem addresses the needs of all employees.

Another vital factor that drives employee growth is the PerformanceManagement Process. CRISIL has a well- developed performance management framework @SPIREwhich includes the concept of Behaviourally Anchored Rating Scale or BARS for assessmentof each competency across levels. This ensures each employee is evaluated fairly on thebasis of their role and areas of impact. Midyear and annual performance reviews enableconversations between managers and all employees around performance and career.

Discussions with heads and leadership teams are held at the beginningof the year to outline strategic priorities and areas of development. The subsequentgoal-setting process for employees gives clarity by defining targets at various levels ofperformance. Specific learning interventions are curated across career stages.

Additionally digital learning (via LinkedIn Learning) is offered to across-section of employees and the usage and feedback has been very positive. In factLinkedIn Learning India awarded CRISIL a ‘Best Culture of Learning' Talent Awardfor sustained usage of digital learning at or above the 75th percentile against comparatorcompanies.

Directors

Members of the Company's Board of Directors are eminent persons ofproven competence and integrity. Besides experience strong financial acumen strategicastuteness and leadership qualities they have a significant degree of commitment to theCompany and devote adequate time to meetings and preparation. In terms of requirement ofListing Regulations 2015 the Board has identified core skills expertise andcompetencies of the Directors in the context of the Company's business for effectivefunctioning and how the current Board of Directors is fulfilling the required skills andcompetences. This is detailed at length in the Corporate Governance Report.

The Board meets at regular intervals to discuss and decide onCompany/business policy and strategy apart from other Board business. The Board exhibitsstrong operational oversight with regular business presentations at meetings. An annualplanner 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 iscirculated to the Directors well in advance to help them plan their schedules and ensuremeaningful participation. Only in the case of special and urgent business should the needarise is the Board's approval taken by passing resolutions through circulation aspermitted by law which are confirmed in the subsequent Board meeting. The Company hascomplied with Secretarial Standards issued by the Institute of Company Secretaries ofIndia on Board meetings and Annual General Meetings.

The agenda for the Board and committee meetings includes detailed noteson the items to be discussed to enable the Directors to take informed decisions. TheCompany follows a two-day schedule for its quarterly committee and Board meetings whichallows for greater discussion time for Board matte rs.

The Board met seven times in 2021 - on February 11 March 31 April 19July 21 September 21 November 10 and December 13. The maximum interval between twomeetings did not exceed 120 days. In view of the pandemic-related travel restrictions allBoard and committee meetings took place virtually. Measures were taken to ensure securityof information and confidentiality of process at the same time ensuring convenience ofthe Board members.

The Company's Nomination and Remuneration Policy formulated underSection 178(3) of the Companies Act 2013 covers roles responsibilities criteria andprocedures towards key aspects of Board governance including the size and composition ofthe Board criteria for directorship terms and removal succession planning evaluationframework and ongoing training and education of Board members. The policy lays downdetailed guidelines for remuneration of the Board Managing Director and employees andcovers fixed and variable components and long-term reward options including ESOPs. Itincludes the scope and terms of reference of the Nomination and Remuneration Committee.

The Policy is available at: https://crisil.com/en/home/investors/corporate-governance.html. During the year the Policy was revised to update thedefinition of Key Managerial Personnel to align with the definition prescribed underCompanies Act 2013.

Directorship changes:

MD & CEO succession

Ms Ashu Suyash decided to move on from the position of ManagingDirector (MD) & Chief Executive Officer (CEO) of the Company with effect fromSeptember 30 2021 to set up her own venture. CRISIL's Directors place on recordtheir sincere appreciation of Ms Suyash's leadership and contributions in leadingCRISIL's growth and transformation agenda over the past six years in consolidatingRatings' leadership position growing global businesses and elevating the CRISILbrand during her tenure.

In accordance with the succession plan and after careful considerationthe Board at its meeting held on July 19 2021 unanimously decided to appoint Mr AmishMehta as Additional Director and MD & CEO of the Company effective October 1 2021for a tenure of five years. Mr Mehta joined CRISIL as President and Chief FinancialOfficer in 2014 and assumed the responsibility as Chief Operating Officer in 2017. He hasover two decades of diverse experience across telecommunications oil and gas FMCG andbusiness advisory services. The members of the Company have approved his appointment byway of a Special Resolution passed through postal ballot on September 23 2021.

Resignation

Mr M Damodaran resigned as Independent Director from the Board witheffect from October 1 2021 as his company Excellence Enablers Private Ltd a companyactive in the area of corporate governance was set to expand its offerings and in thisprocess his position as an Independent Director on the Board of CRISIL Limited couldplace him in a situation of potential conflict. Mr Damodaran confirmed that there were noother material reasons for his resignation.

Mr Martin Fraenkel Non-Executive Director resigned as Director witheffect from November 29 2021 on account of his retirement from S&P Global Inc.

Your Directors place on record their sincere appreciation for thestrong support advice and guidance provided by Mr M Damodaran and Mr Martin Fraenkel tothe Company and its Management which was immensely valuable to drive the growth andperformance of the Company.

Appointments

Ms Elizabeth Mann was appointed as Additional Director (Non-Executive)with effect from November 29 2021. Ms Mann is the Chief Financial Officer for S&PGlobal Ratings where she leads the finance and strategy organisation for Ratings and isresponsible for financial and strategic planning financial reporting resource allocationand business development.

Mr Amar Raj Bindra was appointed as an Additional Director(Independent Non-Executive) with effect from December 1 2021 for a period of five years.Mr Amar Raj Bindra is a career banker and has 42 years of rich experience in the bankingindustry across OECD and emerging markets.

The Company received notices under Section 160 of the Companies Act2013 from a member signifying his intention to propose the candidatures of Ms Mann and MrBindra to the office of Directors.

Retiring by rotation

In accordance with the Articles of Association of the Company andprovisions of the Companies Act 2013 Mr Ewout Steenbergen retires by rotation and beingeligible has sought re-appointment.

Brief profiles of Mr Ewout Steenbergen Ms Elizabeth Mann and Mr AmarRaj Bindra have been given in the notice convening the Annual General Meeting.

Board independence

Our definition of ‘independence' of Directors is derived fromRegulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and Section 149(6) of the Companies Act 2013. Based on the confirmation/disclosures received from the Directors and on evaluation of the independence of directorsduring the Board evaluation process and assessing veracity of disclosures the followingNon-Executive Directors are Independent:

a) Ms Vinita Bali

b) Mr Girish Paranjpe

c) Ms Shyamala Gopinath

d) Mr Amar Raj Bindra

In the opinion of the Board the Independent Directors fulfil theconditions specified under the Companies Act 2013 the Rules made thereunder and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 are independent ofthe management and are persons of high integrity expertise and experience. Further interms of Section 150 of the Companies Act 2013 read with Rule 6 of the Companies(Appointment and Qualification of Directors) Rules 2014 Independent Directors of theCompany have confirmed that they have registered themselves with the databank maintainedby the Indian Institute of Corporate Affairs (‘IICA') and have passed theproficiency 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 compositionand meetings held during the year are provided in the Report on Corporate Governance aspart of this Annual Report.

Annual evaluation by the Board

During the year the Board carried out an annual evaluation of itsperformance as well as of the working of its committees and individual Directorsincluding the Chairman of the Board. This exercise was carried out through a structuredquestionnaire prepared separately for the Board Committees Chairman and individualDirectors. The Chairman's performance evaluation was carried out by IndependentDirectors at a separate meeting.

The parameters assessed included various aspects of the Board'sfunctioning such as: effectiveness meetings quantity and timeliness of the informationflow between Board members and management Board member participation quality andtransparency of Board discussions time devoted by the Board to strategy performance andrisk issues Board composition and understanding of roles and responsibilities successionand evaluation and possession of required experience and expertise by Board members.

The performance of the committees was evaluated on the basis of theireffectiveness in carrying out their respective mandates.

Peer assessment of Directors based on parameters such as participationand contribution to Board deliberations ability to guide the Company in key mattersknowledge and understanding of relevant areas team attitude and initiative was reviewedby the Board for individual feedback.

During 2021 the Company actioned the feedback from the Boardevaluation process conducted in 2020. Growth opportunities for global businesses wereregularly presented during business reviews. Subsidiary Boards were better leveraged byintroducing briefing sessions by Board members of material subsidiaries at a regularfrequency to the CRISIL Limited Board and rationalising oversight of CRISIL Board tokey/material issues pertaining to the subsidiaries. External speakers were invited topresent market trends on emerging topics such as ESG and Future of Work. Interactionbetween Board meetings was stepped up by introduction of monthly updates to Board members.Board topics agenda papers and time allocation for various topics was improved to bringabout better balance between presentation and deliberations time especially in view ofconstraints of virtual meetings across time-zones. Planning for Board calendar 2022 hasbeen streamlined as well.

Compliance monitoring framework

The Company has a comprehensive framework for monitoring complianceswith applicable laws and internal policies. Compliance reviews take place at multiplelevels such as:

• First line of defence: Business and corporate functions ensureimplementation of laws at the primary level through checks and controls in theiroperational processes.

• Compliance Reporting tool: The compliances are further mappedinto the Compliance Reporting tool and affirmed at regular frequency by the complianceowners to generate Compliance Reports which are submitted to the Board on a quarterlybasis.

• Compliance monitoring framework: This is periodically subject toaudit by the internal auditors as per the internal audit plan.

• Adequacy of systems and processes for compliance commensuratewith the size and operations of the Company: This is also reviewed under the Secretarialaudit process. The Stakeholders' Relationship Committee of the Company reviewsinstances of policy violations and breaches on quarterly basis.

Risk Management Policy and internal control adequacy

The Board has adopted policies and procedures for governance and fororderly and efficient conduct of its business including adherence to the Company'spolicies safeguard of its assets prevention and detection of frauds and errors accuracyand completeness of accounting records and timely preparation of reliable financialdisclosures. The Company's internal control systems are commensurate with the natureof its business and the size and complexity of its operations.

Significant audit observations and follow-up actions thereon arereported to the Audit Committee. For ensuring independence of the audits internalauditors report directly to the Audit Committee. Both internal and statutory auditors haveexclusive executive sessions with the Audit Committee periodically. In addition duringthe year the Management performed a review of key controls impacting financial reportingat entity as well as operating levels and submitted its report to the Audit Committee andthe Board. Despite travel restrictions during 2021 internal audit teams performed reviewsand audit procedures comprehensively using remote working tools and the Company wassuccessful in significantly completing planned internal audits.

The Company has a mechanism to identify assess monitor and mitigatevarious risks to key business objectives. Mitigation plans for key risks identified by thebusinesses and functions are implemented and reviewed periodically. CRISIL has adopted abalanced approach to risk management with an endeavour to mitigate risks to an acceptablelevel within its tolerances and protecting CRISIL's reputation and brand whilesupporting the achievement of operational and strategic goals. In addition to keystrategic and operational risks data security cyber security business continuity andemployee health and well-being were of primary focus during 2021. Technologicalapplications and processes were significantly upgraded for all processes for client andinternal deliverables to be executed in a timely and secure manner during the pandemic.Additional measures were taken on information security for remote working especially inareas of remote access to databases processing operations and virtual meetings.Heightened filtering and monitoring of phishing mails and advanced security controls weredeployed for vulnerability detection and mitigating risk of attacks. Trainings wereconducted for all employees with a specific focus on cyber security phishing riskawareness while working from homes and compliance. Additionally the Company continuedmonitoring top risks on its risk register which are discussed in greater detail in theManagement Discussion and Analysis Report.

Key highlights of risk management activities in 2021 includedintroduction of ‘in-business controls' for enhanced risk monitoring multipleinitiatives focused on data and cyber security data privacy deep dive reviews of keyrisk themes and a cyber-incident desktop simulation exercise.

Based on the framework of internal financial controls and compliancesystems established and maintained by the Company work performed by the internalstatutory and secretarial auditors and external consultants and reviews performed byManagement and relevant Board committees including Audit Committee and Risk ManagementCommittee the Board is of the opinion that the Company's internal financial controlswith reference to financial statements were adequate and effective during the financialyear 2021.

Directors' responsibility statement

The Directors hereby confirm that:

i. in the preparation of the annual accounts the applicable accountingstandards have been followed and that no material departures have been made from the same;

ii. they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profits of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

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

v. they have laid down internal financial controls for the Company andsuch internal financial controls are adequate and operating effectively; and

vi. they have devised proper systems to ensure compliance with theprovisions of all applicable laws and such systems are adequate and operatingeffectively.

Particulars regarding conservation of energy technology absorptionand foreign exchange earnings and outgo

The particulars regarding foreign exchange earnings and outgo appear asseparate items in the notes to the accounts. The Company does not own any manufacturingfacility and hence our processes are not energy-intensive. Hence particulars relatingto conservation of energy and technology absorption stipulated in the Companies (Accounts)Rules 2014 are not applicable.

However we endeavour to support the environment by adoptingenvironment-friendly practices in our office premises and have rolled out a policy thataims at improving environmental performance of CRISII Our efforts in this direction centrearound making efficient use of natural resources elimination of waste and promotingrecycling of resources.

Initiatives taken in the area of environment protection during 2021 arementioned in the CRISIL ESG Report 2021.

Corporate social responsibility

The Company has constituted a CSR Committee in accordance with Section135 of the Companies Act 2013. The role of the Committee is to review the CSR Policyapprove activities to be undertaken by the Company towards CSR and monitor implementationof projects and activities undertaken by the Company towards CSR.

The CSR Policy of the Company is available at https://crisil.com/en/home/investors/corporate-governance.html and further details about the initiativestaken by the Company on CSR during the year under review have been appended as AnnexureI to this Report. During the year the scope of the Policy was broadened by inclusionof activities relating to providing support for short-term causes/initiatives coveredunder the Schedule VII to the Companies Act 2013 upto a specified limit.

Further in terms of the amended CSR Rules the Chief Financial Officerhas certified that the funds disbursed for CSR have been used for the purpose and in themanner approved by the Board for financial year 2021.

Vigil mechanism

The Company has established a vigil mechanism for Directors andemployees to report genuine concerns details of which have been given in the CorporateGovernance Report annexed to the Annual Report.

Significant developments

Scheme of amalgamation between CRISIL Limited (‘TransfereeCompany') and its wholly owned subsidiary companies CRISIL Risk and InfrastructureSolutions Limited and Pragmatix Services India Private Limited (‘TransferorCompanies') in terms of Section 230 to 232 of the Companies Act 2013

CRISIL Risk and Infrastructure Solutions Limited a wholly- ownedsubsidiary of the Company presently provides services relating to infrastructure advisoryand development solutions supporting risk management processes for clients. PragmatixServices India Private Limited another wholly owned subsidiary was acquired in November2018 to complement the CRISIL Risk Solutions business. It continued to be a wholly ownedsubsidiary of CRISIL Limited post the acquisition.

In order to rationalise the Company's entity structure bring inoperational synergies and benefits and achieve administrative efficiencies the Board ofDirectors on December 13 2021 approved the scheme of amalgamation for merger of CRISILRisk and Infrastructure Solutions Limited and Pragmatix Services India Private Limitedinto the Company under sections 230 to 232 of the Companies Act 2013. The Scheme ispending for approval before the National Company Law Tribunal (NCLT) and other relevantregulatory authorities. The Appointed date of the Scheme is April 1 2022 or such otherdate as the NCLT may direct.

Closure of Greenwich Associates UK (Holdings) Limited

The Company had reported the closure of our UK-based nonoperatingwholly-owned subsidiary Greenwich Associates UK (Holdings) Limited in December 2020 inthe Directors' Report for the previous year. Greenwich Associates UK (Holdings)Limited was closed post receiving the requisite approval of the competent authorities. Asa result it has ceased to be a subsidiary of CRISIL Limited.

Sale of non-core assets

During the year the Company sold its property CRISIL House situatedat Andheri Kurla Road Chakala Andheri East Mumbai 400093 for a sale considerationamounting to Rs 49 crore.

Subsidiaries

As on December 31 2021 the Company had three Indian and thirteenoverseas wholly owned subsidiaries. In accordance with Section 129(3) of the CompaniesAct 2013 CRISIL has prepared a consolidated financial statement of the Company and allits subsidiaries which is a part of the Annual Report. A statement containing salientfeatures of the financial statements of the subsidiaries and highlights of performance ofsubsidiaries is included in the Annual Report.

The Company has no associate companies within the meaning of Section2(6) of the Companies Act 2013.

In accordance with third proviso of Section 136(1) of the CompaniesAct 2013 the Annual Report of the Company containing therein its standalone and theconsolidated financial statements has been placed on the website www. crisil.com.Further as per the fourth proviso of the said section accounts of all subsidiaries as onDecember 31 2021 have also been placed on the website www.crisil.com. Shareholdersinterested in obtaining a copy of the accounts of the subsidiaries may write to theCompany Secretary at the Company's registered office or email on investors@crisil.com.

The Company has obtained a certificate from the statutory auditorscertifying that the Company is in compliance with FEMA Regulations with respect todownstream investments.

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

A significant quantum of related party transactions undertaken by theCompany is with its subsidiaries engaged in product delivery of CRISIL's businessesand business development activities. The Company has also been providing analyticalsupport to S&P Global entities as a part of a Master Services Agreement which wasapproved by a majority vote from CRISIL's minority shareholders withoutparticipation of S&P through a resolution passed by postal ballot on December 152014.

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

All contracts/ arrangements/ transactions with related parties thatwere executed in 2021 were in the ordinary course of business and at an arm's length.During the year there were no related party transactions that were materially significantand that could have a potential conflict with the interests of the Company at large. Allrelated party transactions are mentioned in the notes to the accounts. The particulars ofmaterial contracts or arrangements with related parties referred to in Section 188(1) aregiven in a prescribed Form AOC-2 as Annexure II.

As required under the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has formulated aRelated Party Transactions Policy which has been placed on the Company's websitehttps://www.crisil.com/en/home/ investors/corporate-governance.html. The Company hasdeveloped an operating procedures manual for identification and monitoring of relatedparty transactions.

Particulars of loans guarantees or investments under Section 186

Details of loans guarantees and investments covered under theprovisions of Section 186 of the Companies Act 2013 are provided in the Notes toFinancial Statements.

Auditors

M/s. Walker Chandiok & Co LLP (an affiliate of Grant Thorntonnetwork) is the statutory auditor of the Company.

Shareholders of the Company had approved the appointment of M/s WalkerChandiok & Co LLP as the statutory auditor of the Company for five years i.e. fromthe conclusion of the 30th Annual General Meeting held on April 20 2017 until theconclusion of the 35th Annual General Meeting. The auditors are eligible for a second termof five years.

The Company has received confirmation from the Auditors to the effectthat their appointment if made will be in accordance with the limits specified under theCompanies Act 2013 and the firm satisfies the criteria specified in Section 141 of theCompanies Act 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014. TheBoard is of the opinion that continuation of M/s. Walker Chandiok & Co LLP CharteredAccountants as Statutory Auditors will be in the best interests of the Company andtherefore the members are requested to consider their re-appointment as StatutoryAuditors of the Company for a term of five years from the conclusion of the ensuingAnnual General Meeting till the 40th Annual General Meeting at such remunerationmutually agreed and approved by the Board and the Audit Committee of the Company.

Comments on auditors' report

There are no qualifications reservations or adverse remarks ordisclaimers made by M/s Walker Chandiok & Co LLP Statutory Auditors in their auditreport. The Statutory Auditor did not report any incident of fraud to the Audit Committeeof the Company in the year under review.

Secretarial audit report

The Board has appointed M/s Makarand M. Joshi & Co. PractisingCompany Secretaries to conduct the secretarial audit and their report is appended as AnnexureIII. There are no qualifications reservations or adverse remarks or disclaimers madeby M/s Makarand M. Joshi & Co. Practising Company Secretaries in their secretarialaudit report.

CRISIL Ratings Limited a material subsidiary of the Companyundertakes Secretarial Audit every year under Section 204 of the Companies Act 2013. TheSecretarial Audit of CRISIL Ratings Limited for the financial year 2021 was carried outpursuant to Section 204 of the Companies Act 2013. The Secretarial Audit was conducted byM/s. MMJB & Associates LLP Practising Company Secretaries and their report did notcontain any qualification reservation or adverse remark or disclaimer. The SecretarialAudit Report of CRISIL Ratings Limited forms part of the Annual Report as per requirementsof the Listing Regulations.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review asstipulated under Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 is annexed to the Annual Report.

Corporate governance

The Company is committed to maintaining the highest standards ofcorporate governance and adhering to the corporate governance requirements as set out bySEBI. The Report on Corporate Governance as stipulated under Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 is a part ofthe Annual Report. A certificate from the auditors of the Company confirming compliancewith the conditions of corporate governance as stipulated under the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 is also published in the Annual Report.

Particulars of remuneration

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

In accordance with the provisions of Section 197(12) of the CompaniesAct 2013 and Rule 5(2) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the names and other particulars of every employee covered underthe said rule are available at the registered office of the Company during working hoursfor a period of 21 days before the Annual General Meeting and will be made available toany shareholder on request. The information is also available on the Company'swebsite.

Employee Stock Option Schemes

The Company has three Employee Stock Option Schemes. Employee StockOption Scheme - 2011 (ESOS 2011) was approved by shareholders vide a special resolutionpassed through postal ballot on February 4 2011. Employee Stock Option Scheme - 2012(ESOS 2012) was approved by shareholders vide a special resolution passed through postalballot on April 10 2012. Employee Stock Option Scheme - 2014 (ESOS 2014) was approved byshareholders vide a special resolution passed through postal ballot on April 3 2014 andamended by a special resolution of shareholders at the 30th Annual General Meeting held onApril 20 2017.

During 2021 there were no material changes in the Employee StockOption Schemes of the Company. However the Board of Directors of the Company at itsmeeting held on February 15 2022 had approved certain amendments to the Employee StockOption Schemes of the Company to bring these schemes in line with the requirements of theSecurities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)Regulations 2021. The schemes are in compliance with SEBI regulations. As per Regulation14 of Securities and Exchange Board of India (Share Based Employee Benefits and SweatEquity) Regulations 2021 read with Securities and Exchange Board of India circular no.CIR/CFD/POLICY CELL/2/2015 dated June 16 2015 the details of the ESOS are uploaded onthe Company's website https://www.crisil.com/en/home/investors/financial-information/annual-report.html.

The Company has received a certificate from M/s Makarand M. Joshi &Co. Practising Company Secretaries that ESOS 2011 ESOS 2012 and ESOS 2014 have beenimplemented in accordance with SEBI regulations and the resolution passed by members intheir general meeting. The certificate will be placed at the ensuing Annual GeneralMeeting for inspection by members.

Annual Return

The complete Annual Return (Form MGT-7) is available on theCompany'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 ofa special approval obtained from the Company Law Board in 2015.

CEO and CFO certification

A certificate from Mr Amish Mehta MD & CEO and Mr SanjayChakravarti Chief Financial Officer pursuant to provisions of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 forthe year under review was placed before the Board of Directors of the Company at itsmeeting held on February 15 2022.

Statutory disclosures

Directors state there being no transactions with respect to thefollowing items during the financial year under review no disclosure or reporting isrequired with respect to the same:

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

2. Issue of equity shares with differential rights as to dividendvoting or otherwise

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

4. Significant or material orders passed by the regulators or courts ortribunals which impact the going concern status and the Company's operations infuture

5. Buyback of shares

6. Material changes and commitments affecting the financial position ofthe Company that have occurred between the end of the financial year to which thefinancial statements relate and the date of this report unless otherwise stated in thereport

7. Maintenance of cost records as per sub-section (1) of Section 148 ofthe Companies Act 2013

8. Application or proceedings made under the Indian Bankruptcy Code2016

Acknowledgements

The Board of Directors wishes to thank the employees of CRISIL fortheir exemplary dedication and excellence displayed in conducting all operations. TheBoard also wishes to place on record its sincere appreciation of the faith reposed in theprofessional integrity of CRISIL by customers and investors who have patronised itsservices. The Board acknowledges the splendid support provided by market intermediaries.The affiliation with S&P Global has been a source of great strength. The Board ofDirectors also wishes to place on record its gratitude for the faith reposed in CRISIL bythe shareholders SEBI the RBI the Government of India and the state governments. Therole played by the media in highlighting the good work done by CRISIL is deeplyappreciated.

For and on behalf of the Board of Directors of CRISIL Limited
John L Berisford
Chairman
Mumbai February 15 2022 (DIN: 07554902)

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