|
Dear Member,
The Directors are pleased to present to you the 39th Annual Report of Crisil
Limited, along with the audited financial statements, for the year ended December 31,
2025.
Financial performance
A summary of the Company's financial performance in 2025:
(t crore)
|
|
Consolidated |
|
Standalone |
Particulars |
2025 |
2024 |
2025 |
2024 |
| Total income |
3,755.55 |
3,349.42 |
2,299.66 |
2,167.40 |
| Profit before interest, depreciation, exceptional items and taxes |
1,191.77 |
1,000.45 |
804.12 |
751.61 |
| Less: Finance cost |
22.22 |
4.03 |
19.44 |
3.11 |
| Less: Depreciation and amortisation |
128.52 |
69.95 |
77.60 |
43.48 |
| Profit before tax |
1,041.03 |
926.47 |
707.08 |
705.02 |
| Less:Taxes |
275.02 |
242.40 |
92.21 |
89.82 |
| Profit after tax |
766.01 |
684.07 |
614.87 |
615.20 |
| Add: Other comprehensive income |
136.90 |
113.33 |
60.20 |
102.32 |
| Total comprehensive income |
902.91 |
797.40 |
675.07 |
717.52 |
Appropriations |
|
|
|
|
| Final dividend |
204.76* |
190.14** |
204.76* |
190.14** |
| Interim dividend |
241.33 |
219.39 |
241.33 |
219.39 |
* Final dividend recommended for 2025: t 28 per equity share of t 1 each ** Final
dividend paid for 2024: t 26 per equity share of t 1 each
Financial statements for the year ended December 31, 2025 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 financial statements. 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 2025 was t 3,755.55 crore,
12% higher than t 3,349.42 crore in the previous financial year. Overall expenses stood at
t 2,714.52 crore compared with t 2,422.95 crore in the previous financial year. Profit
before tax was 1 1,041.03 crore as against t 926.47 crore in the previous financial year.
Profit after tax was t 766.01 crore compared with t 684.07 crore in the previous
financial year.
b) Standalone operations
Total income from the Company's standalone operations for 2025 was t 2,299.66 crore
compared with t 2,167.40 crore in the previous financial year. Overall expenses were 1
1,592.58 crore as against 1 1,462.38 crore in the previous
financial year. Profit before tax was T 707.08 crore as against T 705.02 crore in the
previous financial year. Profit after tax was T 614.87 crore as against T615.20 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 Integrated
Annual Report.
Dividend
The Directors recommend for approval of the members at the Annual General Meeting to be
held on April 17, 2026, payment of final dividend of T 28 per equity share of face value
of T 1 each, for the financial year under review. During the year, the Company paid three
interim dividendsfirst interim dividend of T 8, second interim dividend of T 9 and
third interim dividend of T 16 per equity share. Hence, total dividend will be T 61 per
share in 2025 vis-a-vis total dividend of T 56 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/crisilcom/en/home/ investors/corporate-governance.html
Increase in issued, subscribed and paid-up equity share capital
During the financial year, the Company issued and allotted 227 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 T 73,130,017 comprising 73,130,017 equity shares of T 1 each.
Transfer to reserves
The Company has not transferred any amount from the profit and loss account to the
general reserve during FY 2025.
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.
Review of operations Ratings Services Highlights
^ Maintained leadership position in the corporate bond markets, driven by investor and
issuer preference for quality ratings
^ Announced more than 1,280 new bank loan ratings (BLRs); has more than 7,200 total
active ratings outstanding for companies
^ Ensured best-in-class quality of ratings by maintaining focus on analytical rigour
^ Held several marquee events and published insightful opinion pieces, generating
significant media coverage and stakeholder appreciation
The ratings industry maintained its growth momentum in 2025, supported by stable bond
issuances and moderate expansion in bank credit. The second quarter witnessed a surge in
large bond issuances, primarily from frequent issuers in the financial services sector,
following the RBI's rate cuts in April. However, growth in the bond market moderated in
the latter half as yields rose amid increasing global uncertainties, notably the impact of
higher US tariffs. As a result, overall bond market growth remained subdued for the year.
Bank credit growth edged up to 14.5% in 2025 from 11.2% in 2024, fuelled by increased
lending to large corporates and NBFCs in the final quarter. The number of companies with
new BLRs across credit rating agencies rose by over 13% year-on-year.
Amid an evolving macroeconomic environment and rising competitive intensity, we were
able to sustain our market-leading position in both bond and BLR segments, driven by
investors' preference for rating quality.
In this milieu, we achieved a healthy 15.7% on-year revenue growth in 2025.
Analytically, we continued to deliver best-in-class ratings quality, as reflected in
globally tracked metrics such as default and stability rates. Our proprietary early
warning framework enabled proactive identification and review of sectors and credits
affected by macroeconomic shifts, helping us maintain high-quality ratings amid external
shocks.
???
The year 2025 was marked by heightened global uncertainties, driven by a sharp rise in
US tariffs and ongoing geopolitical tensions. However, domestically, we saw consumption
supported by tailwinds such as income tax relief, goods and services tax rationalisation,
benign inflation and declining interest rates. Further, the sustained pace of
infrastructure development, backed by government efforts, has strengthened the credit
quality of infrastructure and linked sectors. Conversely, softening global demand amid
tariff concerns impacted a few export-oriented sectors. Overall, lean balance sheets
continued to support credit profiles of Indian corporates.
On the regulatory front, the year 2025 saw several initiatives to reduce the complexity
and enhance the ease of doing business in the financial sector, upholding the core
objectives of protecting the interests of investors. We expect these initiatives to yield
results in the coming quarters and years.
We continued to drive thought leadership in the industry by providing cutting-edge
insights, organising 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.
In 2025, we came up with a new flagship event, the inaugural edition of our banking
conclave, titled Resilient, reinforced, and ready to rise', which saw strong
participation from senior bankers and leaders. We also hosted the 10th edition
of our flagship annual seminar on the NBFC sector, titled NBFCs: Navigating the
Growth, Risk, Funding Trifecta', and the third edition of our infrastructure summit,
titled Transition, Transform, Transcend'. These events featured expert presentations
and panel discussions with industry leaders, sharing their perspectives and insights.
To increase our engagement with clients located in Tier 2 regions, we organised
regional ratings conclaves, presenting our views on relevant industry trends and holding
panel discussions with industry leaders.
Other franchise activities included webinars on key sectors such as automobiles,
textiles, green hydrogen, pharma, steel, infrastructure investment trusts, electric
vehicles, data centres, power, defence, renewables, roads and real estate. Our outreach
activities received an excellent response from clients, investors and bankers throughout
the year.
GAC continued to drive surveillance delegation across analytical practices in Ratings
and increased support to S&P in new areas beyond Ratings.
Research, Analytics and Solutions
CrisiL's expertise in data-driven insights and GenAI innovations supports
decision-making and operational efficiency in financial services. We were recognized by
Leading independent analyst firms as a category Leader in model validation, credit lending
operations, credit portfolio management, AI governance soLutions, retaiL banking
anaLytics, buy-side risk, and regulatory reporting. Additionally, multiple analyst reports
acknowledged our GenAI capabilities in banking and Lending. One analyst report
specifically highlighted our GenAI-based credit memo generation, emphasizing our
proprietary industry-specific prompt repository designed to mitigate hallucinations and
information Loss.
Crisil Intelligence Highlights
^ Expanded engagement with key government agencies, with contributions to policy
formulation and cross-sector advisory mandates ^ Grew passive fixed income AUM tracking
CrisiL indices by 12.8%, reaching 39,500 crore ^ Launched major projects such as a
vaLuation pLatform and Indexer, aLongside introduction of CrisiL i360, further advancing
our innovative analytics platform portfolio ^ Deepened our penetration in banks and
corporates through the reLease of new-age industry research reports and data feeds ^
Enhanced offerings for aLternate asset funds (AIFs) by adding new subcategory for
benchmarks and widening our offerings in the private credit space
^ AcceLerated product innovation by Leveraging our solutions for credit assessment memo
automation, roLLing out naturaL Language query (NLQ) capabiLities, and making significant
advancements in sentiment anaLysis and memo features across our pLatforms Like FuLkrum and
Quantix
^ Expanded reguLatory practice internationaLLy, with new initiatives in the middLe east
We saw robust growth in demand for new-age research reports, risk soLutions, and
offerings in the transport sector. Leveraging our expertise, we continue to support
governments, muLtiLateraL institutions and investors across the roads,
renewables and urban infrastructure sectors, enabling them to design frameworks,
develop roadmaps and secure financial closures.
We expanded our reach, capturing significant wallet shares in Southeast Asia and the
Middle East and Africa, while maintaining our leadership with multilateral and bilateral
agencies.
We have strategically planned thought leadership initiatives in critical and emerging
domains, including climate finance, environmental, social and governance (ESG) risks in
supply chains, and climate risk for corporates. Our research in these areas empowers
stakeholders with actionable, data-driven insights. The launch of Crisil Foresight and
expanded engagement with government agencies on policy and cross-sector advisory mandates
have further strengthened our annuity book in data and Industry Research (IR), driven by
high renewal rates and new client additions.
Our financial services consulting practice was strengthened through targeted expansion
in lending solutions including branch optimization strategies, thematic sector-focussed
products and thought leadership. Additionally, our data analytics practice delivered a
diverse range of use cases tailored to client needs and saw good traction for our credit
risk platforms.
On the franchise front, we successfully hosted the fifth edition of Crisil India
Infrastructure Conclave, titled Navigating India's decarbonisation journey' which
included the launch of the Crisil Infrastructure Yearbook. We also organised the ninth
edition of Crisil India Outlook Conclave, titled Unleashing manufacturing: The
competitiveness clarion call' where we unveiled the India Outlook Report 2025.
We focused on strategic diversification through client and geographical expansion
We added 25+ new logos
We integrated GenAI capabilities into solution development processes to address client
requirements
Our business demonstrated resilience in 2025 with good traction from new clients for
our research, credit, and risk services. Our client engagement and diversified offerings
helped in increasing wallet shares from existing clients and win new mandates in the
strategic areas.
The year was marked by a consistent effort on broadening the client base and expanding
into multiple geographies, with notable traction in the Middle East and Asia alongside
established markets. We also made good progress in developing GenAI-based solutions
tailored to client needs, receiving positive client feedback. We are advancing our
offerings by pairing GenAI with team's expertise, ensuring smarter and more effective
client solutions.
We maintained our focus on franchise-building activities to strengthen brand
recognition and expand client outreach. In 2025, we participated in 19 industry events and
published over 100 articles to support thought leadership efforts.
We onboarded 22 new clients
Acquired McKinsey PriceMetrix Co. (PriceMetrix) solidifying our position as a leading
provider of benchmarking and analytics across financial services. The integration of
PriceMetrix's wealth management expertise and data assets with Crisil's existing
capabilities enables us to provide more comprehensive solutions and deliver greater value
to clients worldwide
We continued to invest in data processing platforms and new offerings to accelerate
client delivery and improve insights and data quality
We broadened our adoption of digital platforms, driving efficiency gains and value-add
data analytics
Despite geopolitical uncertainties, challenging market conditions, and cost and budget
pressures across clients, we saw momentum in corporate and investment banking (CIB) and
maintained our leadership and entrenchment across CIB Index banks. Our client engagement
and scaling of offerings strengthened demand from large commercial banks and regional
banks.
Collaboration with S&P across our businesses
Continued commercial collaboration with S&P Global Ratings.
Expanded analytical and operational support through Crisil's GAC for S&P teams
Continued momentum in joint credit risk and managed analytics solutions with S&P
Global Market Intelligence.
Joint go-to-market initiatives across international markets continued
Directors
The Company's Board of Directors comprises individuals with a proven track record of
competence and integrity, bringing a unique combination of global expertise, strong
financial acumen, strategic insight, and exceptional leadership qualities. They devote
adequate time to meetings and preparation. In terms of the requirement of the Securities
and Exchange Board of India (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 is fulfilling the required
skills and competencies. This is detailed at length in the Corporate Governance Report.
The Board meets periodically to discuss Company policies & strategy, review
operations and to address other business matters. It provides strong operational oversight
by reviewing business presentations at each meeting. An annual agenda, approved by the
Directors, outlines the topics to be covered. Meeting dates are pre-scheduled and an
annual calendar is sent to Directors well in advance to facilitate planning and active
participation. Only for special or urgent matters, the Board's approval is taken by
circular resolution, which is confirmed at the next meeting.
The agenda for the Board and Committee meetings is supported by 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.
The Company has complied with Secretarial Standards on Board meetings and General
meetings issued by the Institute of Company Secretaries of India.
In 2025, the Board met eight timesFebruary 10, April 30, May 23, June 9, July
21-22, September 9, September 24, and October 17. The interval between two Board 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 the
key aspects of Board governance, including the size and composition of
the Board, criteria for directorship, tenure, criteria for appointment 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 ESOS. It includes the scope and terms of reference of the Nomination
and Remuneration Committee. The Policy is available on the Company's website at https://
www.crisil.com/content/crisilcom/en/home/ investors/corporate-governance.html. During the
year, modifications were made to the policy to align with the approach on culture and
engagement as part of the HR agenda.
Directorship changes
Appointment
During the year, the Board of Directors based on the recommendation of the Nomination
& Remuneration Committee (NRC), approved the appointment of Mr Dinesh Khara as
Independent, Non-Executive Director, with effect from September 24, 2025, for a term of
five years, subject to approval of the shareholders. His appointment was approved by the
shareholders through postal ballot on October 25, 2025.
Retirement
Ms Shyamala Gopinath's first term as an Independent Director was set to complete on
July 9, 2025. However, at the Company's request, she agreed to a re-appointment up to
December 31, 2025 to enable a smooth transition on the Board and allow the fulfilment of
certain contractual obligations associated with the incoming Director's previous
employment. Her re-appointment was duly approved by the shareholders through postal ballot
on July 4, 2025. Ms Gopinath's second term concluded on December 31, 2025. During her
tenure, Ms Gopinath provided insightful advice and guidance to the Company and its
Management. Her contributions were instrumental in driving the Company's growth and
elevating its performance. The Board takes this opportunity to thank Ms Gopinath for her
valuable contributions.
Re-appointment
Pursuant to the recommendations of the NRC, the Board of Directors at its meeting held
on February 13, 2026, has approved the following, subject to approval of the shareholders
at the forthcoming Annual General Meeting:
- Re-appointment of Mr Amish Mehta as Managing Director & CEO for a second term of
three years commencing from October 1, 2026, on the terms and conditions mentioned in the
Notice accompanying this Report.
- Re-appointment of Mr Amar Raj Bindra as Independent Director for a second term of
five years commencing from December 1, 2026, on the terms and conditions mentioned in the
Notice accompanying this Report.
Retiring by rotation
In accordance with the Articles of Association of the Company and the provisions of the
Companies Act, 2013, Mr Yann Le Pallec, who retires by rotation, being eligible, has
sought re-appointment.
A brief profile of Mr Pallec has been provided in the notice convening the AGM.
Key managerial personnel
Pursuant to provisions of 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
Board independence
Our definition of Independence' of Directors is derived from Regulation 16(1)(b)
of the SEBI Listing Regulations, 2015 and Section 149(6) of the Companies Act, 2013. Based
on the confirmation and disclosures received from the Directors, and on the evaluation of
the independence of the Directors during the Board evaluation process and assessing the
veracity of disclosures, as on the date of the report, the following Non-Executive
Directors are independent:
^ Mr Girish Paranjpe ^ Mr Amar Raj Bindra ^ Ms Nishi Vasudeva ^ Mr Dinesh Khara
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 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, which is a part of
this Integrated 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 the Board members and the 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 the 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, ability to guide the Company in key matters, keeping
oneself abreast of organisational matters, trends and risks, knowledge and understanding
of relevant areas, among other matters, was reviewed by the Board for individual feedback.
???
During 2025, the Company also implemented feedback from the 2024 Board evaluation
process, which included enhancing engagement with Senior Management and skip-level teams,
focusing on strategic issues and continued enhancement of the onboarding and meeting
process.
Shifting of the registered office
The Company's registered office was shifted from Crisil House, Central Avenue,
Hiranandani Business Park, Powai, Mumbai- 400 076 to Crisil Limited, Lightbridge IT Park,
Saki Vihar Road, Andheri East, Mumbai - 400 072, w.e.f. March 19, 2025.
Compliance monitoring framework
The Company has a comprehensive framework to monitor compliances with applicable laws
and internal policies. Compliance reviews take place at multiple levels, as follows:
First line of defence: Business and corporate functions ensure the implementation of
laws at the primary level through checks and controls embedded 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 in accordance with the internal audit plan
The secretarial audit process ascertains the adequacy of systems and processes for
compliance, commensurate with the size and operations of the Company
The Company's Stakeholders' Relationship Committee reviews instances of policy
violations and breaches on a quarterly basis
Risk management policy and internal control adequacy
The Board approves and reviews policies and procedures to ensure robust governance and
the orderly, efficient conduct of business operations. These measures include adherence to
the 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 its 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. In addition, the 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 business risks. Mitigation plans are routinely reviewed and implemented to
ensure risks are within the defined appetite while protecting the organisation's
reputation and supporting its strategic objectives.
Oversight is provided by two key committees:
The Risk Management Committee of the Board which sets strategic direction, aligns
practices with the organisation's risk appetite and monitors significant risks
The Internal Risk Management Committee, which drives implementation, fosters risk
awareness and proactively addresses emerging risks across business processes
This approach strengthens business resilience and supports sustainable growth.
The Company's risk management framework is based on a bottom-up approach, involving
business units and functions to identify strategic and operational risks, ensuring
comprehensive coverage of the organisation's risk landscape. Identified risks are
systematically assessed for impact and likelihood, with a focus on key themes and emerging
risks affecting strategic and operational objectives. Action plans and metrics are
developed to monitor mitigation efforts, ensuring ongoing oversight and alignment with
CrisiL's strategic goals, thereby fostering a culture of risk awareness and resilience.
Members may refer to Management Discussion and Analysis Report on page 106 for details
on key risks affecting the Company as well as the various mitigation measures.
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 Company's state of affairs 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 about the conservation of energy, technology absorption and foreign
exchange earnings and outgo
Foreign exchange earnings and outgo during the year under review are as follows:
(Rs.crore)
| Total foreign exchange earnings and outgo* |
Forthe year ended December 31,2025 |
For the year ended December 31,2024 |
| Foreign exchange earnings |
1,574.66 |
1,330.41 |
| Foreign exchange outgo |
426.53 |
243.83 |
*On a standalone basis
The Company does not own any manufacturing facility and therefore, our processes are
not energy intensive. As a result, particulars relating to technology absorption
stipulated in the Companies (Accounts) Rules, 2014, are not applicable. Efforts taken for
the conservation of energy, efficient use of natural resources, waste elimination and
promotion of recycling, have been disclosed in the Natural and Manufactured Capital
section of the Integrated Annual Report on page no. 72.
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
provided in the Corporate Governance Report, which forms part of this Integrated Annual
Report.
The Company's CSR Policy is available on its website at
https://www.crisil.com/en/home/investors/ corporate-governance.html, and the annual report
on CSR activities for the year 2025 has been appended as Annexure I to this Report.
The Chief Financial Officer (CFO) has certified that the funds disbursed for CSR have
been used for the purposes and in the manner approved by the Board for financial year
2025.
Vigil mechanism
The Company has established a vigil mechanism for Directors, employees and other
persons associated with the Company to report genuine concerns. The details of the
mechanism are provided in the Corporate Governance Report annexed to this Integrated
Annual Report.
Significant developments
Merger of Bridge to India Energy Private Limited ('Bridge to India') with Crisil
Limited ('Company')
The Board of Directors of Crisil Limited approved the merger of Bridge to India
(Crisil's wholly owned subsidiary) with the Company on October 16, 2024, with the
objective of streamlining Crisil's subsidiary structure. Also, during the year, the merger
was approved by the Hon'ble National Company Law Tribunal, Mumbai bench, and became
effective from September 25, 2025. Consequently, Bridge to India ceased to be a subsidiary
of the Company.
Closure of Peter Lee Associates Pty Limited ('PLA') and sale of its business to Crisil
Irevna Australia Pty Ltd ('Crisil Australia')
To further streamline Crisil's global entity structure, the Board of Directors of PLA
and Crisil Australia, two wholly owned subsidiaries of Crisil Limited based in Australia,
approved the sale of PLA's business to Crisil Australia through a business transfer
agreement on October 17, 2024. The transfer was successfully completed on December 2,
2024. Thereafter, PLA was deregistered with effect from August 13, 2025, and consequently
it ceased to be a subsidiary of the Company.
???
Incorporation of Crisil Canada Inc.
Crisil Canada Inc was incorporated on August 20, 2025, as a subsidiary of Crisil Irevna
UK Limited, which is a wholly owned subsidiary of the Company, with the objective of
expansion of offerings in the Research and Benchmarking space to new markets and client
segments.
Acquisition of Crisil PriceMetrix Co.
Crisil Canada Inc acquired Crisil PriceMetrix Co. (formerly McKinsey PriceMetrix Co.)
on November 7, 2025, and, consequently, Crisil PriceMetrix Co. became a wholly owned
step-down subsidiary of the Company.
Crisil PriceMetrix Co is a Toronto-based Company with expertise in wealth management
analytics and brings valuable software and industry knowledge that complements the
Company's capabilities in financial benchmarking and risk solutions. This acquisition aims
to unlock the full potential of the Company's offerings across the wealth spectrum and
capitalise on increased international expansion opportunities.
Investment in Online PSB Loans Limited
The Company invested in the equity capital of Online PSB Loans Limited acquiring a
4.08% stake, on post-money, fully diluted basis on June 4, 2025.
Closure of Coalition Development Singapore Pte. Ltd
In continuation of efforts to streamline Crisil's group entity structure, the Board of
Directors of Coalition Development Singapore Pte. Ltd. ('Coalition Singapore'), a wholly
owned step-down subsidiary of Crisil Limited, approved the closure of Coalition Singapore
and the consolidation of its operations with Greenwich Associates Singapore Pte. Ltd. at
its Board meeting held on July 22, 2025. The closure is in progress.
Subsidiaries and Associates
As at December 31, 2025, the Company had two Indian and 14 overseas wholly owned
subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, Crisil has
prepared consolidated financial statements of the Company and all its subsidiaries, which
form part of the Integrated Annual Report. Statements containing salient features of the
financial statements of the subsidiaries, and highlights of their performance are included
in the Integrated Annual Report.
The Company has one associate Company, i.e. ESG Rating Providers Association, 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
Integrated Annual Report, containing the Company's standalone and consolidated financial
statements, has been uploaded on www.crisil.com. Further, as per the fourth proviso of the
said section, accounts of all subsidiaries as at December 31, 2025, 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 its statutory auditors, certifying
that it complies with Foreign Exchange Management Act (1 999) regulations with respect to
downstream investments.
Particulars of contracts or arrangements with related parties
A significant portion of related party transactions undertaken by the Company is with
subsidiaries engaged in the delivery of Crisil's businesses and business development
activities.
In the ordinary course of business, the Company also provides support for financial and
non-financial data, analysis and research, benchmarking, model validations, credit
assessments, counterparty risk assessments, ESG, operations, and trainings, and providing
consulting, functional and technology support to S&P Global Inc (ultimate holding
Company of Crisil Limited) and its group entities.
The scope, coverage and limit of the related party approval obtained from the members
as of December 15, 2014 for entering into transactions with S&P Group entities was
expanded by obtaining shareholders' approval (majority public shareholders) at the 37th
AGM held on April 16, 2024, for providing such services to the extent of T 750 crore over
the period of five years.
The Audit Committee pre-approves all related party transactions. The details of such
transactions 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 2025 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.
All related party transactions are mentioned in the notes to accounts. The particulars
of material contracts or arrangements with related parties referred to in Section 188(1)
of the Companies Act, 2013 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.
Auditor's report
Walker Chandiok & Co LLP, an affiliate of the Grant Thornton network, is the
Company's Statutory Auditor. Its report forms part of this Integrated Annual Report.
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 35th AGM
held on April 22, 2022, until the conclusion of the 40th AGM.
Comments on auditor's report
There are no qualifications, reservations or adverse remarks or disclaimers made by
Walker Chandiok & Co LLP, Statutory Auditors, in its audit report. The Statutory
Auditor also did not report any incident of fraud to the Company's Audit Committee for the
year under review.
Secretarial audit report
The Board appointed M/s S. N. Ananthasubramanian & Co. (SNACO), Practising Company
Secretaries, to conduct the secretarial audit. The 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, 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 2025 was conducted by SNACO. 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 Integrated Annual 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 Integrated 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 the SEBI. The Report on
Corporate Governance, as stipulated under the SEBI Listing Regulations, 201 5, is part of
the Integrated 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 Integrated Annual Report.
Particulars of remuneration
Disclosures with respect to the remuneration of Directors and employees, as required
under Section 1 97(1 2) of the Companies Act, 201 3, 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
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April 3, 2014, and amended by a special resolution of shareholders at the 30th
AGM held on April 20, 2017.
There were no changes in the ESOSs during the year. The ESOSs of the Company are in
compliance with the SEBI Regulations. As per Regulation 14 of the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021, details of the ESOSs are uploaded
on the Company's website https:// www.crisil.com/content/crisilcom/en/home/ investors/f
inancial-information-annual.html
The Company has received a certificate from the Secretarial Auditors confirming 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. Currently, there are no
outstanding grants under these Schemes.
Annual return
The complete Annual Return (Form MGT-7) is available on the Company's website https://
www.crisil.com/content/crisilcom/en/home/ investors/f inancial-information-annual.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 13, 2026.
Material changes and commitments affecting the financial position of the Company
There is no material change affecting the financial position of the Company which has
occurred between the end of the financial year of the Company to which the financial
statements relate and the date of the report other than what has been disclosed elsewhere
in the report.
Statutory disclosures
Directors state that there being no transactions/ events 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. Issue of equity shares with differential rights as to dividend, voting or otherwise
4. Receipt of any remuneration or commission by the Managing Director/Whole-time
Director of the Company from any of its subsidiaries
5. 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
6. Buyback of shares
7. Maintenance of cost records as per Section 148(1) of the Companies Act, 2013
8. Application or proceedings made under the Insolvency and Bankruptcy Code, 2016
9. 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 also wishes
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 |
|
Yann Le Pallec |
|
Chairman |
| Mumbai, February 13, 2026 |
DIN:05173118 |
|