Crest Ventures has received formal approval from its Debenture Fund Raising Committee for the issuance of non-convertible debentures worth up to ₹100.00 crores. The committee meeting held on December 12, 2025, considered and approved the complete structure for these debt instruments on a private placement basis, with official intimation sent to BSE Limited and National Stock Exchange of India Limited.

Committee Meeting Outcome

The Debenture Fund Raising Committee meeting commenced at 09:30 a.m. and concluded at 10:45 a.m. on December 12, 2025. The committee formally approved the issuance of 12% rated, listed, unsecured, senior, transferable, redeemable, non-convertible debentures under the existing borrowing limits as per Section 180(1)(c) of the Companies Act, 2013. The company has made appropriate disclosures under Regulation 30 and 51 of the SEBI Listing Regulations.

Debenture Issue Structure

The approved debenture issue carries comprehensive specifications that define its market positioning:

Credit Rating and Listing Details

The debentures have received credit rating from Care Ratings Limited through their credit rating letter dated December 10, 2025. The NCDs are proposed to be listed on the Wholesale Debt Market Segment of BSE Limited, providing institutional investors with a liquid trading platform. The 18-month maturity period positions these instruments as medium-term debt securities, with redemption scheduled 18 months from the deemed date of allotment, subject to early redemption or acceleration pursuant to events of default.

Regulatory Compliance and Documentation

The issuance falls within the company's existing borrowing limits under Section 180(1)(c) of the Companies Act, 2013, as previously approved by members, requiring no fresh approval. The company has made appropriate disclosures under Regulation 30 of the SEBI Listing Regulations and SEBI Circular dated November 11, 2024. Mitcon Credentia Trusteeship Services Limited has been appointed as the trustee for the debenture issue, with registered office in Pune and corporate office in Mumbai.

The company has provided comprehensive disclosure documentation as per regulatory requirements, including details of coupon payment schedules, redemption mechanisms, and security arrangements as specified in the relevant Key Information Document.

Crest Ventures Limited received comprehensive credit rating updates from CARE Ratings Limited on December 10, 2025, with the rating agency reaffirming existing ratings while assigning new ratings to proposed debt instruments. The company informed stock exchanges about these rating actions through a regulatory filing dated December 11, 2025.

Rating Actions and Details

CARE Ratings took multiple rating actions for Crest Ventures, covering both existing and proposed debt instruments:

The existing Non-Convertible Debentures carry the ISIN INE559D08024 and are scheduled for repayment by December 20, 2025, with an outstanding amount of ₹93.00 crore. The proposed NCD issue requires revalidation if not issued within six months from December 10, 2025.

Rating Rationale and Key Drivers

The rating reaffirmation reflects Crest Ventures' adequate capitalisation, moderate financial performance, and adequate liquidity profile. CARE Ratings highlighted the company's long operational track record, experienced promoters, and management team as key strengths. The rating agency noted the company's ability to raise funds from banks and financial institutions at competitive rates during FY25 and H1FY26.

Key Rating Strengths:

• Long operational track record since incorporation in 1982
• Adequate capitalisation with total CAR at 75.39% and Tier-1 CAR at 73.81% as on March 31, 2025
• Low gearing levels with adjusted overall gearing at 0.25x as on March 31, 2025
• Experienced management team led by Vijay Choraria with over 30 years of experience

Rating Constraints:

• Significant exposure to real estate segment through investments and lending
• High proportion of unsecured lending through intercorporate deposits to group companies
• Income volatility from investment book operations
• Moderate resource profile with reliance on short-term ICDs

Financial Performance Overview

Crest Ventures demonstrated mixed financial performance across recent periods. In FY25, the company reported profit after tax of ₹79.00 crore on total income of ₹164.00 crore, compared to ₹50.00 crore on ₹140.00 crore in FY24. The increase in PAT was driven by gains from fair value changes following reclassification of investments in TBO Foods Private Limited.

On a consolidated basis, the company posted PAT of ₹90.00 crore on total income of ₹205.00 crore in FY25, versus ₹62.00 crore on ₹184.00 crore in FY24.

Business Operations and Investment Profile

Crest Ventures operates as a systemically important non-deposit-taking NBFC, now classified under the Middle Layer and registered with RBI as an Investment and Credit Company. As of September 30, 2025, the company maintained investments of ₹527.00 crore and loans and advances of ₹447.00 crore.

The investment portfolio shows significant concentration, with 68% comprising exposure to group and related entities through equity and debentures, 29% invested in other equity shares, and 3% in mutual funds. The company's lending activities primarily involve ICDs, with 36% extended to related parties and 64% to other entities as of September 30, 2025.

Rating Outlook and Sensitivities

CARE Ratings maintained a stable outlook, considering the maintenance of adequate business and financial parameters supported by improved capitalisation levels, low gearing, and adequate liquidity. The rating agency identified specific factors that could lead to rating actions:

Positive Rating Drivers:

• Sustained improvement in profitability with ROTA of 2.50% or above
• Significant diversification away from real estate segment
• Reduced reliance on short-term ICDs

Negative Rating Triggers:

• Deterioration in profitability and income profile
• Construction or sales delays in real estate projects
• Asset quality deterioration with GNPA ratio exceeding 1.50%
• Increase in overall adjusted gearing above 0.35x

The rating actions reflect CARE Ratings' assessment of Crest Ventures' current financial position and business prospects, providing investors and stakeholders with updated credit risk evaluation for both existing and proposed debt instruments.