Crest Ventures Limited has convened its 44th Annual General Meeting (AGM) for Saturday, August 22, 2026, at 11:00 a.m. IST, to be held through Video Conferencing (VC)/Other Audio-Visual Means (OAVM). The company simultaneously released its Annual Report for FY 2025-26, highlighting a year of considerable expansion across its real estate and financial services verticals, even as fair value adjustments in the investment portfolio weighed on reported profitability.

AGM Key Dates and Logistics

The following table summarises the key dates and procedural details for the 44th AGM:

Dividend and Financial Highlights for FY 2025-26

The Board of Directors, at its meeting held on May 22, 2026, recommended a final dividend of ₹1 per fully paid-up equity share (i.e., 10%) on 28,449,775 equity shares of ₹10 each for FY 2025-26. Payment of dividend, subject to shareholder approval and deduction of tax at source, is expected on or after August 22, 2026.

The following table presents a comparative summary of the company's standalone and consolidated financial performance:

The decline in revenue and profitability was mainly attributable to fair value adjustments in the investment portfolio. On a consolidated basis, the balance sheet grew 35% to ₹1,925 crores, and cash and cash equivalents more than doubled to ₹129 Crores.

Business Performance Overview

Real Estate

Crest Ventures reported its largest-ever project pipeline in FY 2025-26, spanning Mumbai, Chennai, Jaipur and Raipur across residential, mixed-use, commercial and institutional formats. Key developments during the year included:

• Crest Golfshire, Chembur, Mumbai: Launched on February 11, 2026; spread across approximately 11,000 sq. m.; piling and excavation in progress.
• Crest Saidale, Breach Candy, Mumbai: CFO NOC received; concession approvals under process.
• Crest Oaks, Marol, Mumbai: Building construction completed in entirety; over 70% of inventory sold.
• Crest Link, Khar (West), Mumbai: Occupancy Certificate received; possession handed over to residential buyers; retail space leased to marquee tenants including De Beers Group's Forevermark Diamond Jewellery flagship store.
• One National Park, Velachery, Chennai: Occupancy Certificate received; leasing stood at approximately 66% as on March 31, 2026.
• Crest Park, Jaipur: Phase 1 completely sold out; Phase 2 sales active; overall project completion expected by July 2026.
• Crest Legacy, Dadar, Mumbai: Pre-construction activities including architectural planning and regulatory groundwork underway.

Financial Services

The Financial Services business delivered strong performance in FY 2025-26:

• Non-SLR (Corporate Bond) Desk: Revenue grew approximately 30%.
• Derivatives Desk: Revenue grew 37% year-on-year.
• GIFT City Unit: Transitioned from setup to revenue-generating status during the year.

AGM Agenda and Corporate Actions

The ordinary and special business items scheduled for the 44th AGM include:

• Adoption of audited standalone and consolidated financial statements for FY 2025-26.
• Declaration of final dividend of ₹1 per equity share for FY 2025-26.
• Re-appointment of Ms. Sheetal Kapadia (DIN: 03317767) as Director, retiring by rotation.
• Approval of material related party transactions of the Company.
• Approval of material related party transactions of subsidiaries of the Company.

The applicable materiality threshold for related party transactions is ₹15.92 crore (being 10% of ₹159.23 crore, the annual consolidated turnover as per the last audited financial statements).

Credit Rating and Capital Adequacy

CARE Ratings Limited reaffirmed the Company's ratings as follows:

The Company's total Capital Adequacy Ratio as on March 31, 2026 stood at 64.40%, well above the regulatory minimum of 15%, with a Tier 1 ratio of 63.45% and Tier 2 ratio of 0.95%.

As of March 31, 2026, the Crest Group comprised 206 employees including the Managing Director. The Board has also approved a Scheme of Arrangement for demerger of the Company's Financial Services Business into Crest Capital and Investment Limited, subject to requisite statutory, regulatory, shareholder, creditor and judicial approvals.

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.