Crest Ventures Ltd Directors Report

To the Members,

Your Directors are pleased to present the Forty Third Annual Report of Crest Ventures Limited (hereinafter referred to as "the Company") along with the Standalone and Consolidated Audited Financial Statements for the Financial Year ended March 31, 2025 (hereinafter referred to as "financial year under review" or "year under review" or "year" or "FY 2024-25"). The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

In compliance with the applicable provisions of Companies Act, 2013, (including any statutory modification(s) or re-enactment(s) thereof, for time being in force) (hereinafter referred to as "Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Listing Regulations"), this Report covers the financial performance and other developments in respect of the Company during the financial year ended March 31, 2025 and upto the date of the Board Meeting held on May 28, 2025 to approve this Report.

FINANCIAL RESULTS

A summary of the Standalone and Consolidated financial performance of your Company, for the financial year ended March 31, 2025, is as under:

( in Lakhs)

HIGHLIGHTS OF FINANCIAL PERFORMANCE AND STATE OF THE COMPANYS AFFAIRS

On a Standalone basis, the total income for FY 2024-25 was 16,414.03 Lakhs as compared to 13,994.69 Lakhs recorded during the previous financial year. The net profit for the financial year ended March 31, 2025, stood at 7,882.43 Lakhs as against the net profit of 4,965.88 Lakhs for the previous financial year.

On a Consolidated basis, the total income for FY 2024-25 was 20,452.20 Lakhs, higher than the previous years total income of 18,403.27 Lakhs. The Profit after tax and Share in Profit and Loss of Associates of the Company for FY 2024-25 stood at 9,017.17 Lakhs as against the Profit after tax and Share in Profit and Loss of Associates of 6,207.90 Lakhs for the previous financial year.

Depreciation and Finance Cost

On Standalone basis, the finance cost has comparatively reduced to 1,992.53 Lakhs for FY 2024-25 from 2,255.54 Lakhs for FY 2023-24. Depreciation and amortization cost for FY 2024-25 stood at 301.12 Lakhs as compared with that of 300.31 Lakhs for FY 2023-24.

Borrowings

Your Company has diversified borrowing profile comprising availing term loans/ financial facilities from Banks and/or financial institutions and issue of Non-Convertible Debentures, etc.

On Standalone basis the borrowings in the form of loan from banks and/ or financial institutions for the FY 2024-25 stood at 6,855.32 Lakhs as against 7,756.08 Lakhs for the previous financial year. The borrowings in the form of debt securities stood at 9,333.02 Lakhs for the FY 2024-25 as against 9,130.23 Lakhs for the previous financial year.

The Company continued to apply prudent liquidity management techniques and adopt strategy of maintaining adequate liquidity buffer throughout the financial year 2024-25 making available adequate funds for onward lending, business operations and meeting our liabilities on time, thereby further strengthening the trust and confidence reposed on us by our lenders, creditors and security holders.

NON-CONVERTIBLE DEBENTURES

During the financial year under review, the Company has: a) Redeemed in full 9,090 privately placed 12% Rated, Listed, Unsecured, Senior, Transferable, Redeemable, Non-Convertible Debentures (ISIN: INE559D08016) of face value of 1 Lakh each on June 15, 2024 which were issued and allotted on private placement basis for a period of 15 (fifteen) months on March 17, 2023; b) Raised INR 9,300 Lakhs through issuance of 9,300 privately placed 12% Rated, Listed, Unsecured, Senior, Transferable, Redeemable, Non-Convertible Debentures (ISIN: INE559D08024) ("12% NCDs") of face value of 1 Lakh each for a period of 18 (eighteen) months on June 20, 2024. The said Debentures are listed on BSE Limited. The proceeds of the issue were fully utilised towards general corporate purpose and onwards lending by the Company.

The Company did not default on the payment of interest/ principal made to the aforesaid Debenture Holders.

DIVIDEND

The Board of Directors in its meeting held on May 28, 2025 has recommend a final dividend of 1 per fully paid up equity share (i.e. 10%) of face value of 10 each on 28,449,775 equity shares for the FY 2024-25. The final dividend on equity shares, subject to the approval of the Members at the ensuing 43 rd AGM of the Company, will be paid after deduction of tax at source ("TDS") to the Members whose names appear in the Register of Members as on the close of business hours on Record Date and in respect of shares held in dematerialised form, it will be paid to Members whose names are furnished by National Securities Depository Limited/ Central Depository Services (India) Limited ("Depositories"), as beneficial owners as on the close of business hours on Record Date. The dividend declared by the Board is in line with the parameters laid down in the Companys Dividend Distribution Policy, which is available on the Companys website at https://www.crest.co.in/corporate-governance.

TRANSFER TO RESERVES

Under Section 45-IC (1) of Reserve Bank of India ("RBI") Act, 1934, Non-Banking Financial Companies ("NBFCs") are required to transfer a sum not less than 20% of its net profit every year to reserve fund before declaration of any dividend. Accordingly, your Company has transferred a sum of 1,576.48 Lakhs (previous year: 993.18 Lakhs) to Statutory Reserve for the financial year 2024-25.

As permitted under the provisions of the Act, the Board does not propose to transfer any amount to general reserve. The closing balance of the Retained Earnings of the Company for FY 2024-25, after all appropriation and adjustments, was 62,320.47 Lakhs (the closing balance of Retained Earnings as on March 31, 2024 stood at 55,607.57 Lakhs).

SHARE CAPITAL

The issued, subscribed and paid-up equity share capital as on March 31, 2025, was 2,844.98 Lakhs divided into 28,449,775 equity shares of 10/- each. The Companys equity share capital is listed on the National Stock Exchange of India Limited ("NSE") and the BSE Limited ("BSE"). The shares are actively traded on NSE and BSE and have not been suspended from trading.

During the year under review, the Company has not issued any bonus shares or made a rights issue of shares or shares with differential voting rights or granted any sweat equity shares. Further, the Company have not resorted to buy back any of its shares. None of the Directors of the Company holds instruments convertible into equity shares of the Company.

EMPLOYEES STOCK OPTION SCHEME

Crest-Employees Stock Option Plan 2022 ("Crest-ESOP 2022") was approved and adopted by the Board at their meeting held on July 23, 2022 and subsequently approved by the Shareholders at their 40 th AGM held on September 24, 2022 to acquire, create, issue, offer, grant, allot and/or transfer from time to time, in one or more tranches up to 14,22,488 (Fourteen Lakhs Twenty Two Thousand Four Hundred and Eighty Eight) Employee Stock Options ("ESOPs") exercisable into 14,22,488 (Fourteen Lakhs Twenty Two Thousand Four Hundred and Eighty Eight) equity shares of face value 10/- (Indian Rupees Ten) each. The Scheme is being implemented through a Trust set up by the Company namely Crest - Employee Welfare Trust ("Trust")and involves acquisition of shares from the secondary market for which the Company has also obtained the in-principle approval from both the stock exchanges viz., BSE and NSE. The Trust has acquired till date 2,53,000 equity shares of 10/- each from market as part of implementation of Crest-ESOP 2022.

There were no material changes in the aforesaid Scheme during the year and the same is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB & SE Regulations").

During the financial year under review, the Nomination and Remuneration Committee has granted ESOPs convertible into equal number of equity shares of face value of 10/- each under "Crest-ESOP 2022" to the eligible employees of the Company, its Holding Company and Group Company(ies), respectively at a price of 200/- (Indian Rupees Two Hundred Only) per option as detailed below. The said price is more than the face value of equity shares of the Company and less than the prevailing Market Price as on the date of the grant(s). Details of total options granted, vested and exercised (as on May 28, 2025) under the Scheme are as follows:

A Certificate issued by M/s. A.Y. Sathe & Co., Secretarial Auditor of the Company for the FY 2024-25, certifying that the Crest-ESOP 2022 has been implemented in accordance with the SBEB & SE Regulations is enclosed with this Report as "Annexure E" .

The Voting rights on the shares, if any, as may be issued to employees under the aforesaid Crest-ESOP 2022 are to be exercised by them directly or through their appointed proxy, hence, the disclosure stipulated under Section 67(3) of the Act read with Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable.

The necessary disclosures relating to ESOP Plan, as stipulated under the SBEB & SE Regulations, pertaining to the year ended March 31, 2025, is hosted and available on the Companys website at https://www.crest.co.in CORPORATE GOVERNANCE

Pursuant to Schedule V to the SEBI Listing Regulations, the following Reports/ Certificates form part of the Annual Report: ?€? the Report on Corporate Governance;

?€? the Certificate duly signed by the Managing Director and Chief Financial Officer on the Financial Statements of the Company for the year ended March 31, 2025 as submitted to the Board of Directors at its meeting held on May 28, 2025; ?€? the declaration by the Managing Director regarding compliance by the Board members and senior management personnel with the Companys Code of Conduct; and

?€? An analysis of the Business and Financial Performance are given in the Management Discussion and Analysis, which forms a part of the Annual Report.

The Certificate confirming compliance with the conditions of Corporate Governance is annexed to this report as "Annexure V" .

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, capturing your Companys performance, industry trends and other material changes with respect to your Companys and its subsidiaries, wherever applicable and future outlook as stipulated under the SEBI Listing Regulations is forming an integral part of the Annual Report.

CREDIT RATING

CARE Ratings Limited has reaffirmed the following ratings assigned to your Company, as detailed below

The same can be accessed at the Companys website at https://www.crest.co.in/credit-rating. CAPITAL ADEQUACY RATIO

Your Companys total Capital Adequacy Ratio ("CAR"), as on March 31, 2025, stood at 75.39% as compared to 86.54% as on March 31, 2024 of the aggregate risk weighted assets on balance sheet and risk adjusted value of the off-balance sheet items, which is well above the regulatory requirement of minimum 15%.

The Tier 1 ratio and Tier 2 ratio as on March 31, 2025 were 73.81% and 1.57% respectively.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for FY 2024-25 are prepared in compliance with the provisions of Section 134 and 136 of the Act read with applicable Rules, Regulation 33 and 52 of SEBI Listing Regulations and in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The Audited Consolidated Financial Statements together with the Auditors Report thereon forms part of this Annual Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

UPDATE FROM APRIL 1, 2025 AND UPTO THE DATE OF THIS REPORT

On April 24, 2025, Sutlej Housing Private Limited ("Sutlej") became the wholly-owned subsidiary of your Company following the acquisition of 100% of the issued, subscribed and paid-up share capital of Sutlej.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on March 31, 2025, your Company had 11 (eleven) subsidiaries, 7 (seven) associates and 1(one) joint venture.

During the year under review, TBOF Foods Private Limited ceased to be an associate of the Company w.e.f. April 17, 2024. Supernox Infrastructures LLP and Westview Digi Reality LLP ceased to be subsidiary of the Company w.e.f. July 31, 2024 and January 13, 2025 respectively.

Except above, no other Company has become or ceased to be Companys subsidiary, associate or joint venture during the year under review. Pursuant to Section 129 of the Act read with Rule 5 to the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statement of subsidiary and associate company in Form AOC-1 forms part of the Annual Report.

Further, pursuant to the provisions of Section 136 of the Act, the standalone financial statements, the consolidated financial statements along with relevant documents required to be attached thereto is available on the Companys website and can be accessed at https://www.crest.co.in/annual-reports-and-returns.

The audited financial statements in respect of each subsidiary are available on the website of the Company and can be accessed at https:// www.crest.co.in/financials-of-subsidiaries . These documents will also be available for inspection till the date of 43 rd AGM during the business hours at the registered office of the Company.

During the year under review, Crest Finserv Limited ("CFL") was determined as material unlisted subsidiary of the Company pursuant to Regulation 16(1)(c) of SEBI Listing Regulations and in terms of the Companys Policy on Determining Material Subsidiary. Provision of Regulation 24 of the SEBI Listing Regulations relating to subsidiary companies, to the extent applicable, have been duly complied with. Mr. Rajeev Sharma, Independent Director of the Company is Non-Executive, Independent Director on the Board of CFL.

The Company has formulated a Policy for Determining Material Subsidiary. The Policy is put up on the Companys website and can be accessed at https://www.crest.co.in/corporate-governance .

RBI GUIDELINES

Your Company has generally complied with the Master Direction ?€“ Reserve Bank of India (Non-Banking Financial Company ?€“ Scale Based Regulation) Directions, 2023 for NBFC-ML within the specified timelines and all the applicable laws, regulations, guidelines, etc. prescribed by RBI from time to time.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The loan made, guarantee given or security provided in the ordinary course of business by a Non-Banking Financial Company registered with RBI are exempt from the applicability of provisions of Section 186 of the Act. As such, the particulars of loans and guarantee have not been disclosed in this Report.

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The CSR Policy of the Company can be accessed at the Companys website at https://www.crest.co.in/corporate-governance . The Policy inter-alia specifies the broad areas of CSR activities that could be undertaken by the Company, approach and process for undertaking CSR projects and the monitoring mechanism.

The Annual Report on CSR activities, as prescribed under Section 135 of the Act read with Rule 9 of the Companies (Accounts) Rules, 2014 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended to this Report as "Annexure-A" RISK MANAGEMENT POLICY

The Company has a Risk Management Policy in place for identification of key risks to our business objectives, impact assessment, risk analysis, risk evaluation, risk reporting and disclosures, risk mitigation and monitoring, and integration with strategy and business planning inter alia for identifying and taking opportunities to improve performance of the Company. Your Company has also constituted a Risk Management Committee. All the critical risks along with current mitigation plans as identified are presented to the Risk Management Committee in order to ensure that all the critical risks are covered and suitable mitigation plans are in place and controls are operating effectively. The Audit Committee has additional oversight in the area of financial risk and controls.

The Risk Management Policy is periodically reviewed and can be accessed at https://www.crest.co.in/corporate-governance. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place a robust internal financial control system, commensurate with the size of its operations, complexity and nature of its business operations. The financial control framework includes internal controls, delegation of authority procedures, segregation of duties, system access controls, and document filing and storage procedures.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal financial control systems in the Company, its compliance with operating systems, accounting procedures, application of the instructions and documented policy guidelines. The Audit Committee reviews the report on Internal Financial Control submitted by the Internal Auditors of the Company.

Based on the assessment carried out by the Audit Committee, the internal financial controls were adequate and effective and no reportable material weakness or significant deficiencies in the design or operation of internal financial controls were observed during the financial year ended March 31, 2025.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All Related Party Transactions ("RPTs") entered into during the financial year under review, were on an arms length basis and were carried out in the ordinary course of business. As required under the Master Direction ?€“ Reserve Bank of India (Non-Banking Financial Company ?€“ Scale Based Regulation) Directions, 2023 and SEBI Listing Regulations, the Company has formulated a Policy on Materiality of Related Party Transactions which is available on the Companys website and can be accessed at https://www.crest.co.in/corporate-governance. Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseeable and of a repetitive nature. All RPTs are placed on a quarterly basis before the Audit Committee. The transactions entered into pursuant to the approvals so granted are independently reviewed by a Chartered Accountant on a quarterly basis.

During the year, the Company has entered into contracts/ arrangements/ transactions with related parties, which are material in nature in accordance with Section 188 of the Act and Regulation 23 of SEBI Listing Regulations, prior approval of the members was accordingly sought. Details of contracts/ arrangements/ transactions with related party which are required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are annexed to this Report as "Annexure-B" .

Further, pursuant to Regulation 23 of the SEBI Listing Regulations, as amended, all material RPTs shall require prior approval of the members. Accordingly, consent of the members by way of Ordinary Resolution is sought by the Company for the material contracts/ arrangements/transactions proposed to be entered into by the Company at the ensuing AGM of the Company shall be valid upto the date of the next AGM for a period not exceeding fifteen months.

Members may note that the details of RPTs as required under Ind AS 24 are reported in the explanatory notes to the financial statements. Pursuant to Regulation 23(9) of the SEBI Listing Regulations, your Company has filed the reports on RPTs with the respective Stock Exchanges.

DIRECTORS AND KEY MANAGERIAL PERSONNELS ("KMP") a) Re-appointment of Director retiring by rotation

In terms of the provisions of Section 152(6) of the Act read with Articles of Association of the Company, Mr. Vijay Choraria, Managing Director of the Company, retires by rotation at the ensuing AGM and being eligible offers himself for re-appointment. The Nomination and Remuneration Committee and the Board of Directors in their respective meetings held on May 28, 2025 considered and recommended his re-appointment for the approval of Members. A resolution seeking Members approval for his re-appointment forms part of the Notice of the AGM. In accordance with Regulation 36 of the SEBI Listing Regulations and Secretarial Standard-2 on General Meetings, brief particulars and expertise of Director to be re-appointed together with their other Directorships and Committee memberships is given in the annexure to the Notice of the 43 rd AGM. b) Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act read with the Rules made there under, the following employees are the Whole- Time Key Managerial Personnel of the Company:

1) Mr. Vijay Choraria: Managing Director

2) Ms. Radhika Bhakuni: Chief Financial Officer

3) Ms. Namita Bapna: Company Secretary and Compliance Officer

During the year under review, there was no change in the composition of the Board of Directors and Key Managerial Personnel of the Company.

In the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity for the purpose of Rule 8(5)(iii)(a) of the Companies (Accounts) Rules, 2014. List of key skills, expertise, and core competencies of the Board, including the Independent Directors, is provided in the Corporate Governance Report annexed to this Annual Report.

POLICIES ON APPOINTMENT OF DIRECTORS AND REMUNERATION

The management of the Company is immensely benefitted from the guidance, support and mature advice from members of the Board of Directors who are also members of various Committees. The Board consists of Directors possessing diverse skill, rich experience to enhance quality of its performance. The Company has adopted a Policy on Board Diversity formulated by the Nomination and Remuneration Committee.

The Policy for selection of Directors and determining Directors independence sets out the guiding principles for the Nomination and Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as Independent Directors of the Company. The Policy also provides for the factors in evaluating the suitability of individual Board members with diverse background and experience that are relevant for the Companys operations. The aforesaid Policy is available on the Companys website and can be accessed at https://www.crest.co.in/corporate-governance.

The Remuneration Policy for Directors, Key Managerial Personnel and other Employees sets out the guiding principles for the Nomination and Remuneration Committee for recommending to the Board, the remuneration of the Directors, Key Managerial Personnel and other Employees of the Company in line with the requirement of the Section 178 of the Act, Regulation 19 read with Part D of Schedule II to the SEBI Listing Regulations and Master Direction ?€“ Reserve Bank of India (Non-Banking Financial Company ?€“ Scale Based Regulation) Directions, 2023. The aforesaid Policy is available on the Companys website and can be accessed at https://www.crest.co.in/corporate- governance.

FIT AND PROPER AND NON-DISQUALIFICATION DECLARATION BY DIRECTORS

All the Directors of the Company have confirmed that they satisfy the "fit and proper" criteria as prescribed under Chapter XI of Master Direction ?€“ Reserve Bank of India (Non-Banking Financial Company ?€“ Scale Based Regulation) Directions, 2023, and that they are not disqualified from being appointed/re-appointed/continuing as Director in terms of Section 164(1) and (2) of the Act.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have furnished the declarations that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 25(8) of SEBI Listing Regulations and abide by Code for Independent Directors framed by the Company and as prescribed in Schedule IV to the Act. Further, they have confirmed that there has been no change in the circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact the ability of Independent Directors to discharge their duties with an objective independent judgment and without any external influence. Further, the Independent Directors have also confirmed that they are not debarred from their office of director by order of SEBI or any other authority.

The Independent Directors hold high standards of integrity, expertise and experience (including the proficiency). They are exempted from the requirement to undertake the online proficiency self-assessment test.

BOARD AND COMMITTEE MEETINGS

During the year ended March 31, 2025, the Board met 5 (Five) times i.e., May 24, 2024, August 14, 2024, November 12, 2024, February 12, 2025 and March 21, 2025. The gap between two meetings did not exceed one hundred and twenty days and the necessary quorum was present for all the meetings held during the year.

Details of the Board Meetings and meetings of its Committees are furnished in the Corporate Governance Report.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board, its Committees and Independent Directors continuously strive for efficient functioning of Board and its Committees and better corporate governance practices. A formal performance evaluation was carried out at the meeting of the Board of Directors held on May 28, 2025 where the Board made an annual evaluation of its own performance, the performance of Directors individually as well as the evaluation of the working of its various Committees for the FY 2024-25 after seeking inputs from all the Directors on the basis of various performance criteria such as the Board composition and structure, effectiveness of board processes, information and functioning etc.

The Board expressed its satisfaction with the evaluation process. The observations made during the evaluation process were noted and based on the outcome of the evaluation and feedback from the Directors, the Board and the management agreed on various action points to be implemented in subsequent meetings. The evaluation process endorsed cohesiveness amongst Directors, the openness of the management in sharing strategic information with the Board and placing various proposals for the Boards consideration and approval to enable Board Members to discharge their responsibilities.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as the composition of Committees, effectiveness of Committee meetings etc. The above criteria are as provided by the Guidance Note on Board Evaluation issued by SEBI.

The Independent Directors met on February 12, 2025 and March 21, 2025 respectively without the presence of other Directors or members of Management. All the Independent Directors were present at the meeting. In the meeting, Independent Directors reviewed the performance of Non-Independent Directors, the Board as a whole and the performance of the Chairman of the Company was evaluated, taking into account the views of Executive Director and Non-Executive Directors. They assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board. The Independent Directors expressed satisfaction with overall functioning of the Board.

The Independent Directors played active role in Board as well as Committee meetings in which they are members. The members of the Audit Committee also had a separate meeting with credit rating agency.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors, to the best of their knowledge and ability, hereby confirms that: i. in the preparation of annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same; ii. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025, and of the profit of the Company for the year ended on that date; iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. the Directors have prepared the annual accounts on a "going concern" basis; v. the Directors have laid down internal financial controls, which are adequate and operating effectively; and vi. the Directors have devised proper system to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

AUDITORS AND AUDITORS REPORT a) Statutory Auditors

MGB & Co. LLP, Chartered Accountants, Mumbai having ICAI Firm Registration Number 101169W/W-100035 were appointed as the Statutory Auditors of the Company for a term of 3 (three) consecutive financial years at the 40 th AGM held on September 24, 2022 upto the conclusion of 43 rd AGM of the Company for the FY 2024-25 in compliance with RBI Guidelines on appointment of statutory auditor(s) by Non-Banking Financial Company vide Circular RBI/2021-22/25 Ref. No. DoS. CD.ARG/SEC.01/08.91.001/2021-22 dated April 27, 2021("RBI Guidelines") and pursuant to Section 139 of the Act.

The current Statutory Auditors of the Company will be completing their term as Statutory Auditors after conclusion of the ensuing 43 rd AGM of the Company, in line with the RBI Guidelines, the Audit Committee and the Board of Directors in their respective meetings held on May 28, 2025 had passed resolutions to recommend to the Members of the Company for their approval at the ensuing 43 rd AGM of the Company for the appointment of N A Shah Associates LLP, Chartered Accountants, Mumbai having ICAI Firm Registration No. 116560W/W100149 as new Statutory Auditors of the Company from the conclusion of 43 rd AGM of the Company till the conclusion of 46 th AGM of the Company to conduct the audit of accounts of the Company for a term of 3 (three) consecutive financial years ending March 31, 2026, March 31, 2027 and March 31, 2028 in place of the current Statutory Auditors who are retiring at the 43 rd AGM.

N A Shah Associates LLP, Chartered Accountants, Mumbai having ICAI Firm Registration No. 116560W/W100149 have confirmed that they are eligible for appointment as Statutory Auditors for the FY 2025-26, 2026-27 and 2027-28 in compliance with the RBI Guidelines and as per the provisions of the Act. They have also confirmed that they hold a valid peer review certificate as prescribed under SEBI Listing Regulations.

The Auditors Report to the Members for the financial year under review is unmodified, i.e., it does not contain any qualification, reservation or adverse remark or disclaimer. In terms of the RBI Master Directions ?€“ Non-Banking Financial Companies Auditors Report (Reserve Bank) Directions, 2016, the current Statutory Auditors have also submitted an additional report dated May 28, 2025, for the Financial Year 2024-25. There were no comments or adverse remarks in the said report as well.

Statutory Audit Report

The Auditors Report for the financial year ended March 31, 2025, on the financial statements of the Company is a part of this Annual Report. The Auditors Report for the year under review is unmodified, i.e., it does not contain any adverse remark, qualification, reservation, or disclaimer remark. b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors at its meeting held on February 12, 2025 appointed CS Ajit Sathe, Proprietor of M/s. A.Y. Sathe and Co., Practicing Company Secretary (FCS: 2899/COP: 738) to conduct Secretarial Audit for the FY 2024-25.

Pursuant to amended Regulation 24A of the SEBI Listing Regulations, shareholders approval is required for appointment of Secretarial Auditors starting from the FY 2025-26. Further, such Secretarial Auditor must be a Peer reviewed Company Secretary from Institute of Company Secretaries of India (ICSI) and should not be disqualified to act as a Secretarial Auditor and cannot render prohibited services in accordance with the SEBI Listing Regulations and as specified by ICSI.

Accordingly, pursuant to Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors of the Company in their respective meetings held on May 28, 2025 approved and recommended to the Members of the Company, the passing of necessary resolution at the ensuing 43 rd AGM of the Company for the appointment of M/s. Rathi & Associates, Practising Company Secretaries (Firm Registration Number: P1988MH011900) (Peer Review No.: 6391/2025) as Secretarial Auditors of the Company from the conclusion of 43 rd AGM till the conclusion of 48 th AGM of the Company to conduct Secretarial Audit for a term of 5 (five) consecutive financial years ending March 31, 2026, March 31, 2027, March 31, 2028, March 31,2029 and March 31, 2030.

M/s. Rathi & Associates have informed the Company that they are eligible to be appointed as Secretarial Auditors of the Company and confirmed that their appointment if made, would be within the limit specified by ICSI. They have further confirmed that they did not incur any of the disqualifications as specified under Regulation 24A of the SEBI Listing Regulations.

Approval of the Members at the ensuing 43 rd AGM of the Company is also being sought for fixation of remuneration of Secretarial Auditor of the Company for the Financial Years 2025-30. i) Secretarial Audit Report

The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2025, is enclosed as "Annexure-C1" to this Report. The Report does not contain any qualification, reservation or adverse remark. ii) Annual Secretarial Compliance Report

The Company has undertaken an audit for the financial year ended March 31, 2025 for all applicable compliances as per SEBI Listing Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by CS Ajit Sathe & Co;, Practicing Company Secretary has been submitted to the designated Stock Exchanges and is enclosed as "Annexure-C2" to this Report. iii) Secretarial Audit of Material Unlisted Subsidiary Crest Finserv limited

M/s. A.Y. Sathe and Co., Practicing Company Secretary (FCS: 2899/COP: 738), had undertaken secretarial audit of the Companys material unlisted subsidiary for FY 2024-25. The Audit Report confirms that the material unlisted subsidiary has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances. As per the provisions of Regulation 24A of the SEBI Listing Regulations, the Report of the Secretarial Audit is annexed herewith as

" Annexure C3"

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditor and the Secretarial Auditor have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under section 143(12) of the Act.

FRAUD MONITORING AND REPORTING

Pursuant to the revised Master Directions ?€“ "Reserve Bank of India (Fraud Risk Management in NBFCs) Directions, 2024" on Fraud Risk Management in Non-Banking Financial Companies (NBFCs), including Housing Finance Companies, dated July 15, 2024, issued by the Reserve Bank of India ("Master Directions"), your Company has constituted a Committee of Executives for Monitoring and Follow-up of Cases of Frauds to oversee the effectiveness of fraud risk management, monitor fraud cases including conducting root cause analyses, implement mitigating measures, and strengthen internal controls and the risk management framework to prevent or minimize the incidence of frauds.

The Company also has in place a Fraud Risk Management & Prevention Policy, and the Audit Committee reviews incidents of fraud on a quarterly basis. During the year under review, no instances of fraud were detected and reported by the Management to the Audit Committee and the Board in accordance with the Master Directions.

CYBER SECURITY AND IT INFRASTRUCTURE DISCLOSURE

Your Company has established a robust Disaster Recovery Centre and implemented comprehensive security controls to mitigate risks and safeguard against potential security breaches and technological failures. These measures include periodic upgrades to servers and data storage systems, as well as the adoption of advanced technologies for efficient data management.

To ensure strategic oversight, the Board has constituted an IT Strategy Committee responsible for governing security policies and their implementation, in alignment with the Companys Corporate Governance framework and Information Security Organization Policy. During the year under review, the Company undertook several initiatives aimed at strengthening its cyber security posture. These included enhancements to in-scope applications, improvements in business and IT processes, upgrades to IT infrastructure, and the implementation of advanced E-mail security and attack surface management solutions. The Company also conducted a comprehensive Vulnerability Assessment and Penetration Testing ("VAPT") exercise, along with independent third-party audits, to safeguard all IT assets and validate the effectiveness of its security controls.

In addition, the Company continues to invest in technology upgrades, IT security implementations, and regular training and awareness programs to foster a culture of cyber resilience across the organization.

EXTRACT OF THE ANNUAL RETURN

Pursuant to Section 134(3)(a) read with Section 92(3) of the Act, Annual Return of the Company is hosted on the website and can be accessed at https://www.crest.co.in/annual-reports-and-returns.

PARTICULARS OF EMPLOYEES

The statement of disclosures required pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing, inter alia, the ratio of remuneration of directors to the median remuneration of employees and the percentage increase in the median remuneration, is provided in "Annexure-D" to this Report. The Managing Director of the Company as per the terms of his appointment, did not receive any remuneration or commission from any of its subsidiaries. Hence, disclosure pursuant to Section 197(14) of the Act is not applicable to the Company.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In compliance with the provisions of Section 177 of the Act and Regulation 22 of SEBI Listing Regulations Companys Whistle Blower Policy/ Vigil Mechanism aims to provide the appropriate platform for whistle blowers to report instances of any actual or suspected incidents of unethical practices, violation of applicable laws and regulations including Companys respective policies. The Policy also provides for adequate safeguards against victimization of Director(s)/ employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. It is affirmed that no person has been denied access to the Audit Committee. The Whistle Blower Policy/ Vigil Mechanism is uploaded on the Companys website and can be accessed at https://www.crest.co.in/corporate-governance.

The Audit Committee is also committed to ensure fraud-free work environment. Your Company investigates complaints speedily, confidentially and in an impartial manner and takes appropriate action to ensure that the requisite standards of professional and ethical conduct are always maintained.

During the FY 2024-25, no cases under this mechanism were reported to the Company and/or to any of its subsidiaries.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company recognizes its responsibility and provides equal opportunities and is committed to creating a healthy working environment that enables all our employees to work with equality and without fear of discrimination, prejudice, gender bias or any form of harassment at workplace. The Company has formulated a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the Rules framed thereunder for prevention and redressal of complaints of sexual harassment at workplace.

The Company has a policy for prevention of Sexual Harassment for Women at Workplace. An Internal Complaints Committee has been constituted in compliance with the POSH Act. Initiatives have been undertaken to sensitise employees on the provisions of the POSH Act. As required under Section 22 of POSH Act, there were no cases reported during the FY 2024-25.

CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code of practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Companys website and can be accessed at https://www.crest.co.in/corporate-governance.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(m) of the Companies Act, 2013 read with Rule 8(3)(A) and 8(3)(B) of Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption are not applicable to the Company. However, your Company consciously makes all efforts to conserve energy across all its operations.

There were no foreign exchange earnings. The foreign exchange outgo during the financial year was 5.61 Lakhs.

DIRECTORS AND OFFICERS LIABILITY INSURANCE ("D&O POLICY")

The Company has in place an appropriate Directors (including Independent Directors) and Officers Liability Insurance Policy ("D&O Policy") which is renewed every year and that D&O Policy provides indemnity to all of its Directors, Key Management Personnel and Employees of the Company and its subsidiaries in respect of liabilities associated to their office. The Board is of the opinion that quantum and risk presently covered is adequate.

SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS

Subject to the applicable provisions of the Act, and applicable law, all documents, including the Notice and Annual Report shall be sent through electronic transmission in respect of members whose E-Mail IDs are registered in their demat account or are otherwise provided by the members. A member shall be entitled to request for physical copy of any such documents.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the financial year under review: a. The Company has not accepted any deposits from public within the meaning of Section 73 and 74 of the Act and Rules framed thereunder (including any amendments thereof) during the FY 2024-25 and, as such, no amount on account of principal or interest on deposit from public was outstanding as on the date of this Report. b. The Company has duly complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, i.e., SS-1, SS-2 and SS-3 relating to "Meetings of the Board of Directors", "General Meetings" and "Dividend" respectively. c. There were no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operation. d. There is no change in the nature of business of the Company carried out during the financial year. The Company has not changed the class of business in which the Company has an interest. e. The Company has not defaulted in repayment of loans from banks and/or financial institutions. There were no delays or defaults in payment of interest/principal of any of its debt securities. f. The provision of Section 148 of the Act relating to maintenance of cost records and cost audit are not applicable to the Company. g. There were neither any applications filed by or against the Company nor any proceedings were pending under the Insolvency and Bankruptcy Code, 2016 during the year under review. h. During the year under review, there was no instance of one-time settlement with Banks or Financial Institutions; hence, as per Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014, the reasons for the difference in valuation at the time of one-time settlement and the valuation done while availing loans from Banks or Financial Institutions are not applicable and, therefore, not reported. i. Disclosures pursuant to RBI Master Directions, unless provided in the Directors Report form part of the notes to the standalone financial statements and Report on Corporate Governance. j. The details of the Nodal Officer appointed by the Company under the provisions of IEPF and the web-address of the same are furnished in the Corporate Governance Report. k. The disclosure with reference to details of the transfers to IEPF, amount of unclaimed / unpaid dividend and the corresponding shares are provided under the Corporate Governance Report.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the assistance and guidance extended by Reserve Bank of India, Regulators, Stock Exchanges, Depositories, other statutory bodies and Companys Bankers for the assistance, cooperation and encouragement to the Company.

Your Directors also gratefully acknowledge all stakeholders of the Company viz. members, vendors and other business partners for the excellent support received from them during the year. Our employees are instrumental in the Company to scale new heights, their commitment and contribution is deeply acknowledged. Your involvement as members is also greatly valued. Your Directors look forward to your continuing support.