Crest Ventures Limited's board of directors has approved a comprehensive scheme of arrangement to demerge its Financial Services Business into a separate listed entity. The board meeting held on December 18, 2025, considered and approved the draft scheme after recommendations from the Audit Committee and Committee of Independent Directors.

Demerger Structure and Share Exchange Ratio

The scheme involves transferring the Financial Services Business from Crest Ventures Limited (Demerged Company) to Crest Capital and Investment Limited (Resulting Company) as a going concern. The demerged undertaking encompasses all assets, liabilities, businesses, contracts, employees, and operations forming part of the Financial Services Business.

Financial Performance of Demerged Business

The Financial Services Business demonstrated significant contribution to the company's overall operations. The consolidated turnover figures highlight the business segment's substantial scale and growth trajectory.

Strategic Rationale for Demerger

The company outlined several strategic benefits driving the demerger decision. As a conglomerate with interests in multiple businesses, Crest Ventures identified the need for differentiated strategies aligned to industry-specific risks and market dynamics. The Financial Services Business requires distinct management approaches due to its unique competitive landscape and ability to attract different sets of investors, strategic partners, and lenders.

Key expected benefits include:

• Exclusive focus on Financial Services Business opportunities
• Attraction of sector-specific investors and strategic partners
• Simplified group structure creating enhanced stakeholder value
• Unlocking value of the demerged undertaking for shareholders

Regulatory Approvals and Listing Plans

The scheme requires comprehensive regulatory approvals before implementation. The resulting company plans to seek listing on both major Indian stock exchanges subject to receiving requisite approvals.

Shareholding Pattern Changes

The scheme will result in different impacts on shareholding patterns for both entities involved in the transaction.

The scheme will be undertaken in compliance with Sections 2(19AA) and other applicable provisions of the Income Tax Act, 1961. The board meeting commenced at 3:00 PM and concluded at 5:00 PM on December 18, 2025. The company has filed the outcome with stock exchanges under Regulation 30 of SEBI Listing Regulations.

Crest Ventures has officially formalized its strategic partnership for a major real estate development project in Mumbai. The company's wholly-owned subsidiary, Crest Urban Living Private Limited (formerly known as Escort Developers Private Limited), has entered into a Joint Development Agreement with Vensco Projects LLP for developing a premium mixed-use project in Chembur.

Official Agreement Details

The company informed stock exchanges about the formalization of this partnership through a regulatory filing. The Joint Development Agreement represents a significant milestone in the project's progression:

Project Significance

According to the company's disclosure, this project is positioned to be one of the largest single-parcel development projects in the rapidly developing neighbourhood of Chembur, Mumbai. The 11,000 square meter development area provides substantial scope for creating a comprehensive premium mixed-use facility.

Regulatory Compliance

Crest Ventures has confirmed that the Joint Development Agreement entered into by Crest Urban Living with Vensco Projects LLP is in the ordinary course of business. The company has stated that the disclosure requirements prescribed under Annexure 18 of the SEBI Master Circular are not applicable to this agreement.

Strategic Partnership Impact

The formalization of this partnership through Crest Urban Living represents a strategic expansion in Mumbai's real estate market. Chembur's rapid development and connectivity advantages make it an attractive location for premium real estate projects. The collaboration with Vensco Projects LLP brings together complementary expertise to execute this substantial development project in one of Mumbai's emerging residential and commercial hubs.