Date: July 22, 2026

KMP / Board / Auditor Changes

Not Specified

Dividend Declaration or Non-Declaration

Not Specified

Board Meeting Outcomes

Not Specified

Financial Results (Standalone & Consolidated)

Not Specified

Auditor’s Report

Not Specified

Disinvestment / Strategic Actions

Scheme of Arrangement Details

Crest Ventures Limited (CVL, the "Demerged Company") is undertaking a Scheme of Arrangement with Crest Capital and Investment Limited (CCIL, the "Resulting Company") and their respective shareholders and creditors under Sections 230 to 232 of the Companies Act, 2013.

Regulatory Approvals Received

  • CVL received an Observation letter with "No adverse observations" from BSE Limited on July 20, 2026 (Ref: DCS/ AMAL/RD/R37 /159/2026-27).
  • CVL received an Observation letter with "No objection" from the National Stock Exchange of India Limited (NSE) on July 20, 2026.
  • These letters were received in response to an application filed by the company under Regulation 37 and 94(2) of the SEBI LODR Regulations, read with SEBI Master Circulars dated June 20, 2023, and July 11, 2025.
  • The company intimated the exchanges of this receipt on July 22, 2026, and hosted the letters on its website (https://www.crest.in/scheme-of-arrangement) within 24 hours.

SEBI Stipulated Conditions for the Scheme

The approval from the exchanges is based on and conditional to the company complying with 20 specific comments/conditions provided by SEBI in its letter dated May 29, 2026. Key conditions include:

1. Disclosure of all ongoing adjudication, recovery proceedings, prosecution, and enforcement actions against the company, its promoters, and/or its directors to NCLT and shareholders.

2. Ensuring any additional information submitted after filing the draft scheme is displayed on the company and stock exchange websites.

3. Ensuring all liabilities of the demerged undertaking are transferred to the Resulting Company.

4. Including information for unlisted companies involved in the scheme in the format of an abridged prospectus (as per Part E of Schedule VI of SEBI ICDR Regulations, 2018) in the explanatory statement.

5. Ensuring the financials in the scheme, including those for valuation, are not more than 6 months old.

6. Prominently disclosing draft scheme details in the notice to shareholders.

7. Providing extensive disclosures in the explanatory statement to shareholders, including:

  • A brief explanation of the scheme and the need/rationale for the demerger.
  • A cost-benefit analysis and its impact on shareholders.
  • Details of the valuer, merchant banker, and the basis for the share swap ratio.
  • Pre and post-scheme shareholding patterns and capital built-up for the last 3 years.
  • Revenue, PAT, and EBITDA details for both companies for the last 3 years.
  • Value of assets/liabilities transferred and the post-merger balance sheet of CCIL.
  • Details of the demerged undertaking and its audited value.
  • Potential benefits, risks, financial implications, and future growth prospects.
  • All pending actions against involved entities, their promoters, directors, and KMPs.

8. Issuing equity shares only in demat form.

9. Making no changes to the draft scheme without SEBI's written consent.

10. Incorporating SEBI's and the exchanges' observations in the petition to be filed before NCLT.

11. The observation letter is conditional upon receipt of approval from the sectoral regulator.

Conditions for Listing of Crest Capital and Investment Limited

The listing of CCIL's equity shares is subject to SEBI granting relaxation under Rule 19(2)(b) of the SCRA Rules, 1957, and is at the discretion of the exchanges. The company must satisfy the following conditions for listing:

1. Submit an Information Memorandum containing all information about CCIL (as per public issue disclosure requirements) to BSE and NSE for public dissemination on their websites and the company's website. This must include a specific disclaimer clause.

2. Publish a newspaper advertisement with all details of CCIL, referencing the Information Memorandum on the company and exchange websites.

3. Disclose all material information about CCIL on a continuous basis.

4. Incorporate the following provisions into the scheme itself:

  • "The shares allotted pursuant to the Scheme shall remain frozen in the depository system till listing/trading permission is given by the designated stock exchange."
  • "There shall be no change in the shareholding pattern of Crest Capital and Investment Limited between the record date and the listing which may affect the status of this approval." (NSE letter adds "or control").

5. Ensure steps for listing and commencement of trading are completed within 60 days of receipt of the NCLT order, simultaneously on all stock exchanges.

Validity and Next Steps

  • The validity of the BSE and NSE Observation Letters is six months from the date of the letter (July 20, 2026) or from the date of receipt of sectoral regulatory approval, within which the scheme must be submitted to the NCLT.
  • The company shall file a compliance status report with the exchanges stating compliance with each point of the Observation Letter.
  • The exchanges reserve the right to withdraw their 'No adverse observation'/'No objection' if submitted information is found incomplete, incorrect, misleading, false, or for any contravention of rules.
  • The company will proceed to file the scheme with the NCLT upon fulfilment of all conditions stipulated in the Observation Letter(s).

Other Operational / Legal / Strategic Disclosures

Filing Process with NCLT

  • The company is not required to send a notice for representation under Section 230(5) of the Companies Act, 2013 to SEBI or the exchanges again, as the petition is being filed after processing their comments.
  • BSE has mandated that any service of notice under Section 230(5) or Section 66 of the Companies Act, 2013 must be done through the BSE Listing Centre online system only; no physical filings will be accepted.

General Disclaimer

Both SEBI and the exchanges (BSE and NSE) have explicitly stated that their observation letters should not be deemed or construed as clearance or approval of the scheme. They do not take any responsibility for the financial soundness of the scheme or the correctness of the statements/opinions in the submitted documents.