Crest Ventures Limited has secured necessary regulatory clearances from stock exchanges to proceed with its proposed scheme of arrangement involving Crest Capital and Investment Limited. The company received an observation letter with "no objection" from the National Stock Exchange of India Limited (NSE) and an observation letter with "no adverse observations" from BSE Limited on July 20, 2026. These communications allow Crest Ventures to file the scheme with the National Company Law Tribunal (NCLT) upon fulfilling stipulated conditions.

The scheme involves the demerger of Crest Ventures, designated as the Demerged Company, and Crest Capital and Investment Limited, designated as the Resulting Company. The exchanges' approvals are subject to several conditions, primarily centered on transparency and compliance with the Securities and Exchange Board of India (SEBI) regulations. Crest Ventures must disclose all details of ongoing adjudication, recovery proceedings, and enforcement actions against itself, its promoters, or directors before the NCLT and shareholders.

Regulatory Conditions and Disclosures

The observation letters mandate comprehensive disclosures in the explanatory statement sent to shareholders. This includes a brief explanation of the scheme, the rationale for the demerger, synergies, and a cost-benefit analysis. Additionally, the company must provide details of the Registered Valuer and the Merchant Banker issuing the fairness opinion, along with the summary of methods used to arrive at the share swap ratio. Financial data, including revenue, profit after tax (PAT), and EBITDA for the last three years, must also be disclosed.

Listing Conditions for Crest Capital

The listing of equity shares of Crest Capital and Investment Limited is contingent upon SEBI granting relaxation under Rule 19(2)(b) of the Securities Contract (Regulation) Rules, 1957. The company must submit an Information Memorandum containing all details about Crest Capital and Investment Limited to the exchanges and publish an advertisement in newspapers referencing this memorandum. The shares allotted pursuant to the scheme will remain frozen in the depository system until listing or trading permission is granted by the designated stock exchange.

Validity and Next Steps

The validity of the observation letters is six months from the date of the letter, within which the scheme must be submitted to the NCLT. The exchanges reserve the right to withdraw their observations if any information submitted is found to be incomplete, incorrect, or misleading. Crest Ventures must also ensure that the financials used in the scheme, including those for the valuation report, are not more than six months old.

Crest Ventures has fixed Friday, August 14, 2026, as the record date to determine shareholder eligibility for a final dividend of ₹1 per equity share for the financial year ended March 31, 2026. The dividend, recommended by the board on May 22, 2026, is subject to shareholder approval at the 44th Annual General Meeting scheduled for August 22, 2026. The company will pay the dividend on or before August 28, 2026.

The payment of the dividend is subject to tax deduction at source (TDS) under the Income-tax Act, 2025, and the Finance Act, 2026. The applicable withholding tax rate will depend on the shareholder's residential status and the validity of documents submitted to the company. To avoid deduction at a higher rate, shareholders must ensure their Permanent Account Number (PAN) is linked with Aadhaar and operative.

Shareholders are required to submit necessary tax documents, such as Form No. 121, Tax Residency Certificate, or Lower/Nil Tax deduction certificates, by August 10, 2026. Documents submitted after this date will not be considered for the current dividend payout. The company's Registrar and Share Transfer Agent (RTA) will verify the submitted documents to determine the applicable tax rate.

Beneficial tax treaty rates will not apply automatically and depend on a satisfactory review of the documents submitted by non-resident shareholders. In cases of ambiguity or incomplete documentation, the company reserves the right to apply the highest applicable tax withholding rate conservatively. Shareholders may claim a refund for any excess tax deducted while filing their income tax returns.

Following SEBI regulations, the company will not issue payable-at-par warrants, cheques, or demand drafts for dividend payments. Shareholders must update their bank account details with the RTA or depository participants prior to the record date to ensure timely receipt of funds. Those holding shares in physical form must also update their PAN, contact details, and specimen signature with the RTA to receive dividends.

Key Dates for Final Dividend