Your Directors are pleased to present the Forty-Fourth (44^lh) 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, 2026
(hereinafter referred to as “financial year under review” or “year under review” or “year” or “FY 2025-26”). The consolidated performance
of the Company and its subsidiaries have been referred to wherever required.

In compliance with the applicable provisions of the 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”) as amended from time to time, this
Report covers the financial performance and other developments in respect of the Company during the financial year ended March 31, 2026
and upto the date of the Board Meeting held on May 22, 2026 to approve this Report.

FINANCIAL PERFORMANCE

A summary of the Standalone and Consolidated financial performance of your Company, for the financial year ended March 31, 2026, is
as under:

HIGHLIGHTS OF FINANCIAL PERFORMANCE AND NATURE OF BUSINESS

On a Standalone basis, the total income for FY 2025-26 was ' 11,669.28 Lakhs as compared to ' 16,414.03 Lakhs recorded during the
previous financial year. The profit for the financial year ended March 31, 2026, stood at ' 3,949.63 Lakhs as against the net profit of '
7,882.43 Lakhs for the previous financial year.

On a Consolidated basis, the total income for FY 2025-26 was ' 15,923.03 Lakhs, lower than the previous year’s total income of ' 20,452.20
Lakhs. The Profit after tax and Share in Profit and Loss of Associates of the Company for FY 2025-26 stood at ' 4,787.04 Lakhs as against
the Profit after tax and Share in Profit and Loss of Associates of ' 9,017.17 Lakhs for the previous financial year.

The Company’s business is diversified across asset classes and geographies, the company operates under three verticals: Financial Services,
Investments and Real Estate.

Investment and credit portfolio of the Company consists of early-stage and mature businesses across private and public markets.

Crest’s legacy has been built on a 30-year-old track record of building large, successful businesses in the Financial Services sector, across
various categories including investment banking, share registry, equity brokerage, retail distribution of financial products, fixed income and
derivatives through joint ventures and partnerships with global industry leaders.

In Real Estate practice, the Company build high-quality residential and commercial assets with a focus on design, planning and execution.
Crest’s pipeline of real estate assets strikes a balance between earning profits and building assets to generate rental revenues, maximizing
returns for all stakeholders involved. The group has successfully developed and delivered over 10 million square feet in Mumbai, Chennai
and Raipur.

The Company is classified as a Middle Layer Non Banking Financial Company (hereinafter referred to as “NBFC”) pursuant to the Reserve
Bank of India (Non-Banking Financial Companies - Registration, Exemptions and Framework for Scale Based Regulation) Directions, 2025.

Depreciation and Finance Cost

On Standalone basis the finance cost has comparatively increased to ' 1,994.43 Lakhs for FY 2025-26 from ' 1,992.53 Lakhs for FY 2024¬
25. Depreciation and amortization cost for FY 2025-26 stood at ' 400.71 Lakhs as compared with that of ' 301.12 Lakhs for FY 2024-25.

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 2025-26 stood at ' 10,198.67
Lakhs as against ' 6,855.32 Lakhs for the previous financial year. The borrowings in the form of debt securities stood at ' 10,026.63 Lakhs
for the FY 2025-26 as against ' 9,333.02 Lakhs for the previous financial year.

The Company continued to apply prudent liquidity management techniques and adopt strategy in managing its liquidity position effectively.

NON-CONVERTIBLE DEBENTURES

During the financial year under review, the Company has,

a) Redeemed in full 9,300 (Nine Thousand and Three Hundred) 12% Rated, Listed, Unsecured, Senior, Transferable, Redeemable, Non¬
Convertible Debentures (ISIN: INE559D08024) of face value of ' 1 Lakhs each on December 20, 2025 which were issued and allotted
on private placement basis for a period of 18 months on June 20, 2024.

b) Raised ' 10,000 Lakhs through issuance of 10,000 (Ten Thousand) privately placed 12% Rated, Listed, Unsecured, Senior, Transferable,
Redeemable, Non-Convertible Debentures (ISIN: INE559D08032) (“12% NCDs”) of face value of ' 1 Lakh each for a period of 18
months on December 23, 2025. 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. No interest was due and
unpaid as on March 31, 2026. The Company had not received any grievance from the debt security holders during the year under review.

DIVIDEND & DIVIDEND DISTRIBUTION POLICY

The Board of Directors (hereinafter referred to as “the Board”) in its meeting held on May 22, 2026 has recommended 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 2025-26. The final dividend on
Equity Shares, subject to the approval of the Shareholders at the ensuing 44^th AGM of the Company, will be paid after deduction of tax at
source (hereinafter referred to as “TDS”) to the Shareholders whose names appear in the Register of Shareholders as on the close of business
hours on Record Date and in respect of Shares held in dematerialised form, it will be paid to Shareholders whose names are furnished
by National Securities Depository Limited (hereinafter referred to as “NSDL’)/ Central Depository Services (India) Limited (hereinafter
referred to as “CDSL’)(“collectively referred to as Depositories”), as beneficial owners as on the close of business hours on Record Date.

The Company has formulated a Dividend Distribution Policy with an objective to provide the dividend distribution framework to the
Stakeholders of the Company. The Policy sets out various internal and external factors, which shall be considered by the Board in determining
the dividend pay-out. The dividend declared by the Board is in line with the parameters laid down in the Company’s Dividend Distribution
Policy, which is available on the Company’s website at https://www.crest.in/corporate - governance.

TRANSFER TO RESERVESReserve Fund

Under Section 45-IC (1) of Reserve Bank of India (“hereinafter referred to as RBI”) Act, 1934, 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 ' 789.92 Lakhs (previous year: ' 1,576.48 Lakhs) to Statutory Reserve for the FY 2025-26.

General Reserve

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 2025-26, after all appropriation and adjustments, was ' 66,971.49 Lakhs (the closing balance
of Retained Earnings as on March 31, 2025 stood at ' 62,320.47 Lakhs).

SHARE CAPITAL

The issued, subscribed and paid-up Equity Share Capital as on March 31, 2026, was ' 28,44,97,750 Lakhs divided into 28,449,775 Equity
Shares of ' 10/- each. The Company’s Equity Share Capital is listed on the National Stock Exchange of India Limited (hereinafter referred
to as “NSE”) and the BSE Limited (hereinafter referred to as “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 raised funds by way of public issue, rights issue, preferential issue, Shares with differential
voting rights or granted any bonus or sweat equity Shares. Further, the Company has 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

There is one Employee Stock Options Scheme viz; Crest-Employees Stock Option Plan 2022 (“Crest-ESOP 2022”) which 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.

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 (hereinafter referred to as “SBEB & SE Regulations”).

The necessary disclosures relating to Crest-ESOP 2022, as stipulated under the SBEB & SE Regulations, pertaining to the year ended March
31, 2026, are available at the Company’s website at https://www.crest.in/investors.

A Certificate issued by M/s. Rathi and Associates, Secretarial Auditors of the Company for the FY 2025-26, certifying that the Crest-ESOP
2022 has been implemented in accordance with the SBEB & SE Regulations is enclosed with this Report as“Annexure D”.

CORPORATE GOVERNANCE

Pursuant to Schedule V to the SEBI Listing Regulations, the following Reports/ Certificates forms part of the Annual Report:

• the Report on Corporate Governance;

• the Certificate duly signed by the Chief Financial Officer on the Financial Statements of the Company for the year ended March 31,
2026 as submitted to the Board at its meeting held on May 22, 2026;

• the declaration by the Managing Director regarding compliance by the Board and Senior Management Personnel with the Company’s
Code of Conduct; and

• An analysis of the Business and Financial Performance with respect to your Company’s and its subsidiaries is given in the Management
Discussion and Analysis, which forms a part of the Annual Report.

The Secretarial Auditors’ Certificate confirming compliance with the conditions of Corporate Governance is annexed to report on Corporate
Governance as“Annexure II”.

CREDIT RATING

CARE Ratings Limited has re-affirmed the following ratings assigned to your Company, as detailed below:

The same can be accessed at the Company’s website: https://www.crest.in/credit-rating.

CAPITAL ADEQUACY RATIO

Your Company’s total Capital Adequacy Ratio as on March 31, 2026, stood at 64.40% as compared to 75.39% as on March 31, 2026 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, 2026 were 63.45% and 0.95% respectively.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 134 and 136 of the Act read with applicable Rules, Regulation 33 and 52 of SEBI Listing
Regulations and Indian Accounting Standards (hereinafter referred to as “Ind AS”) 110: Consolidated Financial Statements read with Ind
AS 28: Investments in Associates and Joint Ventures, the audited Consolidated Financial Statements are provided in 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 and to which the financial statements relate and the date of the report.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on March 31, 2026, your Company had Nineteen (19) Subsidiaries and Five (5) Associates.

During the year under review, the following entities were incorporated/acquired and became subsidiaries of the Company:

1) Crest Finserv Gift City IFSC Private Limited (with effect from April 16, 2025), a step-down Subsidiary;

2) Sutlej Housing Private Limited (with effect from April 24, 2025);

3) Crest Shelters Private Limited (formerly known as Allium Shelters Private Limited) (with effect from October 07, 2025);

4) Crest Prime Projects Private Limited (with effect from October 09, 2025);

5) Crest EZY Living Private Limited (with effect from February 11, 2026);

6) Crest Prime Limited (with effect from January 07, 2026);

7) Southview Exquisite Homes LLP (with effect from January 20, 2026), a step-down Subsidiary.; and

8) Northstar Quant Advisors LLP (with effect from February 18, 2026), a step-down Subsidiary.

During the year under review, the following entities ceased to be Associates of the Company:

1) VK-21 Realty LLP ceased to be an Associate of the Company with effect from July 01, 2025; and

2) Southview Exquisite Homes LLP ceased to be an Associate of the Company with effect from January 20, 2026 and, consequent thereto,
became a subsidiary of the Company.

Further, during the year, the Company discontinued and formally closed its Joint Venture i.e., Trinity Ventures and accordingly, there were
no Joint Ventures of the Company as on March 31, 2026.

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 Companies 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 Company’s website and can be accessed at
https://www.crest.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.in/financials-of-subsidiaries.

These documents will also be available for inspection till the date of 44^th AGM during the business hours at the Registered Office of the
Company.

During the year, Crest Finserv Limited (hereinafter referred to as “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 Company’s Policy for determining Material Subsidiaries.
The Company has complied with the requirements of Regulation 24 of the SEBI Listing Regulations, pertaining to Subsidiary Companies,
to the extent applicable, during the year under review.

Mr. Mohindar Kumar, Independent Director of the Company is Independent Director on the Board of CFL. being Material Unlisted
Subsidiary of the Company.

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

RBI REGISTRATION AND RBI GUIDELINES

RBI granted the Certificate of Registration to the Company vide Registration No. N-13.01888 dated December 14, 2007, to commence the
business of a Non-Banking Financial Company without accepting deposits. Your Company is a Non-Banking Financial Company - Middle
Layer (NBFC - ML).

Your Company has generally complied with and continues to comply with the applicable regulations/directions of RBI within the specified
timelines.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The loan made, guarantee given or security provided in the ordinary course of business by a NBFC 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

With respect to investments made by the Company, the details of the same are provided in note no. 08 to the financial statements of the
Company for the year ended March 31, 2026.

CORPORATE SOCIAL RESPONSIBILITY (“CSR”)

The CSR Policy of the Company can be accessed at the Company’s website at https://www.crest.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 FRAMEWORK

The Company has a Risk Management Framework 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. The Company has also established a channel for
employees to report frauds and related concerns in a timely manner

Your Company has also constituted a Risk Management Committee (hereinafter referred to as “RMC”) in terms of the requirements of RBI
Regulations. The details are covered as part of the Corporate Governance Report.

The Board is assisted by the RMC and is supported by various Board and Senior Management Committees as part of the Risk Management
Framework to ensure that there is a sound system of risk management and internal controls.

All the critical risks along with current mitigation plans as identified are presented to the RMC in order to ensure that all the critical risks
are covered and suitable mitigation plans are in place and controls operate effectively. The Audit Committee has additional oversight in the
area of financial risk and controls.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has established and maintains adequate internal financial controls commensurate with the nature, size and complexity of
its business and operations. The internal financial controls are designed to provide reasonable assurance regarding the orderly and efficient
conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records,
and the timely preparation of reliable financial information.

The internal financial control framework encompasses well-defined policies and procedures for the authorization and recording of
transactions, financial reporting, regulatory compliance, information technology controls, risk management and periodic monitoring of key
business processes. The Company has also instituted appropriate controls to ensure compliance with the applicable provisions of the Act,
the regulations issued by the SEBI, RBI and other applicable laws and regulatory requirements.

The adequacy and operating effectiveness of the internal financial controls are reviewed through a robust internal audit mechanism,
periodic management reviews and oversight by the Audit Committee and the Board. The Internal Auditors conduct risk-based audits in
accordance with the approved internal audit plan and submit their observations and recommendations to the Audit Committee. Corrective
and preventive actions, wherever required, are monitored for timely implementation.

During the financial year under review, the Company reviewed the effectiveness of its internal financial controls and is of the opinion that
the internal financial controls were adequate and operating effectively, with no material weakness identified.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All Related Party Transactions (hereinafter referred to as “RPTs”) entered into during the financial year were on an arm’s length basis and
were carried out in the ordinary course of business. In line with the requirements of the Act, RBI regulations and the SEBI Listing Regulations,
the Company has formulated a Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions which is
available on the Company’s website and can be accessed at https://www.crest.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 before the Audit Committee on a quarterly basis. 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 Shareholders 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
Shareholders. Accordingly, consent of the Shareholders by way of Ordinary Resolution for the material contracts/ arrangements/transactions
proposed to be entered into by the Company is sought at the ensuing AGM of the Company and shall be valid upto the date of the next
AGM for a period not exceeding fifteen months.

Shareholders 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 Stock Exchanges.
DIRECTORS AND KEY MANAGERIAL PERSONNELS

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, Ms. Sheetal Kapadia, Non¬
Executive Director of the Company, retires by rotation at the ensuing AGM and being eligible offers herself for re-appointment. The
Nomination and Remuneration Committee (hereinafter referred to as “NRC”) and the Board in their respective meetings held on May
21, 2026 and May 22, 2026 considered and recommended her re-appointment for the approval of Shareholders. A resolution seeking
Shareholders’ approval for her 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 44^th 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

c) Changes in Board of Directors/Key Managerial Personnel

• Mr. Rajeev Sharma (DIN: 01102446) ceased to hold office as an Independent, Non-Executive Director of the Company with
effect from November 01, 2025, upon completion of his second consecutive term as an Independent, Non-Executive Director, in
accordance with the applicable provisions of the Act and the SEBI Listing Regulations.

In recognition of his valuable guidance, experience and continued association with the Company, upon receipt of approval from
the RBI, Mr. Rajeev Sharma was appointed as an Additional Director (Non-Independent, Non-Executive) of the Company with
effect from January 07, 2026. by the Board based on recommendation of the NRC. Subsequently, the Shareholders of the Company
approved his appointment as a Non-Independent, Non-Executive Director of the Company by way of Special Resolution through
Postal Ballot, on March 30, 2026.

• Mr. Jagdish Mohan Kirpalani (DIN: 01673553) was appointed as an Independent, Non-Executive Director on the Board of
the Company for a first term of five years with effect from November 01, 2025, upto October 31, 2030, by the Board based on
recommendation of the NRC of the Company. Further, the said appointment was approved by the Shareholders by way of a Special
Resolution passed through Postal Ballot on January 29, 2026.

In the opinion of the Board, all the Independent Directors on the Board of the Company possess requisite qualifications, experience,
expertise (including proficiency) 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.

The terms and conditions of appointment of Independent Directors are available on the website of the Company at https://www.crest.in/
corporate-governance.

DECLARATION BY INDEPENDENT DIRECTORS

All the 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 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 of 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.

POLICIES ON APPOINTMENT OF DIRECTORS AND REMUNERATION

The Nomination and Remuneration Policy sets out the guiding principles for the NRC 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 with diverse background and experience that are relevant
for the Company’s operations.

The Nomination and Remuneration Policy also sets out the guiding principles for the NRC 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 RBI (Non-Banking Financial Companies —
Registration, Exemptions and Framework for Scale Based Regulation) Directions, 2025 read with RBI (Non-Banking Financial Companies
— Governance) Directions, 2025.

The aforesaid Policy is available on the Company’s website and can be accessed at https://www.crest.in/corporate - governance.

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 held on May 22, 2026 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 2025-26 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 Board’s consideration and approval to enable Board 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.

Independent Directors reviewed and evaluated the performance of Non-Independent Directors, the Board as a whole and the performance
of the Chairman of the Company, 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, the 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.

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 RBI (Non-Banking
Financial Companies - Governance) Directions, 2025, 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.

BOARD AND COMMITTEE MEETINGS

During the year ended March 31, 2026, the Board of Directors met Nine (9) times i.e., April 24, 2025; May 28, 2025; August 08, 2025;
September 11, 2025; October 30, 2025; November 14, 2025; December 18, 2025; February 13, 2026 and March 30, 2026.

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

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors, to the best of their knowledge and ability, hereby confirm 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, 2026, 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 systems to ensure compliance with the provisions of all applicable laws and such systems are adequate
and operating effectively.

AUDITORS AND AUDITORS’ REPORTa) Statutory Auditors

N. A. Shah Associates LLP Chartered Accountants, Mumbai having Firm Registration No. 116560W/W100149 were appointed as the
Statutory Auditors of the Company for a term of three (3) consecutive financial years at the 43^rd AGM held on September 30, 2025
upto the conclusion of 46^th AGM of the Company in compliance with RBI Guidelines on appointment of Statutory Auditor(s) by NBFC
and pursuant to Section 139 of the Act.

Statutory Audit Report

The Auditors’ Report for the financial year ended March 31, 2026, 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.

In terms of the RBI Master Directions - NBFCs Auditors’ Report (Reserve Bank) Directions, 2016, the current Statutory Auditors
have also submitted an additional report dated May 22, 2026, for the FY 2025-26. There were no comments or adverse remarks in the
said report as well.

b) Secretarial Auditors

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations, the Shareholders at the 43^rd AGM held on September
30, 2025, had appointed M/s. Rathi & Associates, Practicing Company Secretaries, Mumbai (Peer Review No. 6391/2025) as the
Secretarial Auditors of the Company for a term of Five (5) consecutive years from FY 2025-26 up to FY 2029-30. The Secretarial
Auditors has confirmed that they have subjected themselves to Peer Review process by the Institute of Company Secretaries of India
(“ICSI”) and hold valid certificate issued by the Peer Review Board of ICSI.

i) Secretarial Audit Report

The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2026, 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, 2026 for all applicable compliances as per SEBI
Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by M/s. Rathi &
Associates, Practicing Company Secretaries, Mumbai 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. Rathi & Associates, Practicing Company Secretaries, Mumbai, had undertaken secretarial audit of the Company’s Material
Unlisted Subsidiary for FY 2025-26. 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”

FRAUD MONITORING AND REPORTING

Pursuant to RBI Directions on Fraud Risk Management, 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 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 Risk Management Committee,
Audit Committee and the Board.

REPORTING OF FRAUD BY AUDITORS

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

CYBER SECURITY

Your company has established disaster recovery centre and have in place various security controls to mitigate risks, safeguard the Company
against security breaches and technological lapses, periodic upgrading of servers and data storage, adopting new technology for data
management.

The Board has constituted IT Strategy Committee which governs the security policies and its implementation as per the Company’s
Corporate Governance process and Information Security Organization Policy. To improve cyber security system, the Company is actively
undertaking initiatives towards upgrading the technology, IT security related implementation, training and awareness programme from time
to time.

During the financial year, the Company undertook several new initiatives in areas such as in-scope applications, business and IT process
enhancements, IT infrastructure upgrades, email security, and attack surface management.

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.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 E” 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.

Further, as on March 31, 2026, the full-time employee strength of the Company was Eighty-Seven (87).

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In compliance with the provisions of Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, the Company’s 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 Company’s respective policies. The Policy also provides for
adequate safeguards against victimization of Director(s)/ employee(s)/Stakeholder(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 Audit Committee is also committed to ensuring 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 2025-26, no cases under this mechanism were reported to the Company and/or to any of its Subsidiaries. The Whistle Blower
Policy is uploaded on the Company’s website and can be accessed at https://www.crest.in/corporate - governance.

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 the 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 (hereinafter
referred to as POSH Act”) and the Rules framed thereunder for Prevention and Redressal of complaints of Sexual Harassment at Workplace.

An Internal Complaints Committee has been constituted in compliance with the POSH Act. Initiatives have been undertaken to sensitize
employees on the provisions of the POSH Act. As required under Section 22 of POSH Act, there were no cases reported during the FY
2025-26.

The details of complaints received / disposed / pending during the year ended March 31, 2026, are as under:

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 SEBI (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes Code for
practices and procedures for fair disclosure of Unpublished Price Sensitive Information which has been made available on the Company’s
website and can be accessed at https://www.crest.in/corporate-governance.

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

Considering the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m)
of the Act 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 and the foreign exchange outgo is amounted to ' 8.02 Lakhs during the year under review.

UNCLAIMED AND UNPAID DIVIDENDS, AND TRANSFER OF SHARES TO IEPF

Pursuant to the provisions of Section 124(5) of the Act read with the Investor Education and Protection Fund (hereinafter referred to as
“IEPF”) Rules, the dividend remaining unclaimed or unpaid for a period of seven consecutive years from the date of transfer to the Unpaid
Dividend Account is required to be transferred to the IEPF. The Company had declared its dividend for the financial year ended March 31,
2019, and accordingly the unclaimed or unpaid amount in respect of the said dividend is due for transfer to the IEPF in October 16, 2026.

Details of such unclaimed dividend as on March 31, 2026 are available on the Company’s website at https://www.crest.in/unclaimed-
dividends-sharesto enable such Shareholders to claim the dividend amount. Further, in accordance with the provisions of Section 124(6)
of the Act, the Shares in respect of such dividend which remained unclaimed or unpaid for seven consecutive years or more shall also be
transferred to the demat account of the IEPF Authority. Accordingly, the shares of such shareholders whose dividend has not been paid or
claimed for seven consecutive years pertaining to the dividend declared for the year ended March 31, 2019, will be transferred to the demat
account of IEPF Authority, by October 16, 2026. Shareholders are advised to claim their unpaid dividends at the earliest to avoid transfer
of their shares to the IEPF.

THE MATERNITY BENEFIT ACT, 1961/ THE CODE ON SOCIAL SECURITY, 2020

The Company is in compliance with the applicable provisions relating to maternity benefits as prescribed under the Maternity Benefit Act,
1961/ the Code on Social Security, 2020

COMPLIANCE WITH SECRETARIAL STANDARDS

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.

DIRECTORS AND OFFICERS LIABILITY INSURANCE

The Company has in place an appropriate Directors (including Independent Directors) and Officers Liability Insurance Policy (hereinafter
referred to as “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 Shareholders whose email are registered in their demat account or are otherwise provided by
the Shareholders. A Shareholder shall be entitled to request for physical copy of any such documents.

SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR 2025-2026

The Board, in its meeting held on December 18, 2025, had approved a Scheme of Arrangement for demerger of the Company’s Financial
Services Business (as defined in the Scheme), and Undertakings, resulting in, Crest Capital and Investment Limited (formerly known as Crest
Capital and Investment Private Limited), a Wholly-owned Subsidiary of the Company, pursuant to a Scheme under Sections 230 to 232 of
the Act, subject to receipt of requisite statutory, regulatory, shareholders, creditors and judicial approvals, including from SEBI, the Stock
Exchanges, the RBI and the National Company Law Tribunal.

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 2025-26 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. 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.

c. 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.

d. 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.

e. The provision of Section 148 of the Act relating to maintenance of cost records and cost audit are not applicable to the Company.

f. 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.

g. 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.

h. Disclosures pursuant to RBI Master Directions, unless provided in the Boards’ Report form part of the notes to the standalone financial
statements and Report on Corporate Governance.

i. 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.

j. 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 RBI, Regulators, Stock Exchanges,
Depositories, other statutory bodies and Company’s Bankers for the assistance, cooperation and encouragement to the Company.

Your Directors also gratefully acknowledge all stakeholders of the Company viz. Shareholders, 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 Shareholders is also greatly valued. Your Directors look forward
to your continuing support.

For and on behalf of the Board of Directors
Crest Ventures Limited

Vijay Choraria Sheetal Kapadia

Place: Mumbai Managing Director Director

Date: May 22, 2026 DIN: 00021446 DIN: 03317767