Directors Report of Crest Ventures Ltd.

Mar 31, 2025

Your Directors are pleased to present the Forty Third 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, 2025 (hereinafter
referred to as “financial year under review” or “year under review” or “year” or “FY 2024-25”). The consolidated performance of the
Company and its subsidiaries has been referred to wherever required.

In compliance with the applicable provisions of 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”), this Report covers the financial performance and
other developments in respect of the Company during the financial year ended March 31, 2025 and upto the date of the Board Meeting held
on May 28, 2025 to approve this Report.

FINANCIAL RESULTS

A summary of the Standalone and Consolidated financial performance of your Company, for the financial year ended March 31, 2025, is
as under:

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Total Revenue from Operations	16,410.31	13,969.05	20,428.60	18,361.44
Other Income	3.72	25.64	23.60	41.83
Total Income	16,414.03	13,994.69	20,452.20	18,403.27
Total Expenses	6,855.10	7,349.37	9,204.39	10,280.68
Share in Profit and Loss of Associates	-	-	(134.94)	130.74
Profit before tax	9,558.93	6,645.32	11,112.87	8,253.33
Less: Provision for tax	1,676.50	1,679.44	2,095.70	2,045.43
Profit after tax	7,882.43	4,965.88	9,017.17	6,207.90
Non-Controlling Interest	-	-	166.47	193.78
Profit attributable to equity holder of the Company	7,882.43	4,965.88	8,850.70	6,014.12
Opening balance of retained earnings	55,607.57	47,409.65	66,999.87	57,754.60
Profits for the year	7,882.43	4,965.88	8,850.70	6,014.12
Realised gains/(loss) on equity shares carried at fair value through OCI	689.83	4,508.18	689.83	4,508.18
Impact of Employee Welfare Trust consolidation	1.62	1.54	1.62	1.54
The following appropriations have been made:
Dividend paid (pertaining to dividend for the financial year 2023-24, paid in 2024-25)	284.50	284.50	284.50	284.50
Transfer to Statutory Reserves	1,576.48	993.18	1,733.70	994.07
Impact of tax paid by Subsidiaries on buyback of shares	-	-	106.27	-
Closing balance of retained earnings	62,320.47	55,607.57	74,417.55	66,999.87

HIGHLIGHTS OF FINANCIAL PERFORMANCE AND STATE OF THE COMPANY’S AFFAIRS

On a Standalone basis, the total income for FY 2024-25 was ''16,414.03 Lakhs as compared to ''13,994.69 Lakhs recorded during the
previous financial year. The net profit for the financial year ended March 31, 2025, stood at ''7,882.43 Lakhs as against the net profit of
''4,965.88 Lakhs for the previous financial year.

On a Consolidated basis, the total income for FY 2024-25 was ''20,452.20 Lakhs, higher than the previous year’s total income of ''18,403.27
Lakhs. The Profit after tax and Share in Profit and Loss of Associates of the Company for FY 2024-25 stood at ''9,017.17 Lakhs as against
the Profit after tax and Share in Profit and Loss of Associates of ''6,207.90 Lakhs for the previous financial year.

Depreciation and Finance Cost

On Standalone basis, the finance cost has comparatively reduced to ''1,992.53 Lakhs for FY 2024-25 from ''2,255.54 Lakhs for FY 2023-24.
Depreciation and amortization cost for FY 2024-25 stood at '' 301.12 Lakhs as compared with that of ''300.31 Lakhs for FY 2023-24.

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 2024-25 stood at ''6,855.32
Lakhs as against ''7,756.08 Lakhs for the previous financial year. The borrowings in the form of debt securities stood at ''9,333.02 Lakhs for
the FY 2024-25 as against 9,130.23 Lakhs for the previous financial year.

The Company continued to apply prudent liquidity management techniques and adopt strategy of maintaining adequate liquidity buffer
throughout the financial year 2024-25 making available adequate funds for onward lending, business operations and meeting our liabilities
on time, thereby further strengthening the trust and confidence reposed on us by our lenders, creditors and security holders.

NON-CONVERTIBLE DEBENTURES

During the financial year under review, the Company has:

a) Redeemed in full 9,090 privately placed 12% Rated, Listed, Unsecured, Senior, Transferable, Redeemable, Non-Convertible Debentures
(ISIN: INE559D08016) of face value of ''1 Lakh each on June 15, 2024 which were issued and allotted on private placement basis for
a period of 15 (fifteen) months on March 17, 2023;

b) Raised INR 9,300 Lakhs through issuance of 9,300 privately placed 12% Rated, Listed, Unsecured, Senior, Transferable, Redeemable,
Non-Convertible Debentures (ISIN: INE559D08024) (“12% NCDs”) of face value of ''1 Lakh each for a period of 18 (eighteen)
months on June 20, 2024. 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.

DIVIDEND

The Board of Directors in its meeting held on May 28, 2025 has recommend 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 2024-25. The final dividend on equity shares, subject to
the approval of the Members at the ensuing 43^rd AGM of the Company, will be paid after deduction of tax at source (“TDS”) to the
Members whose names appear in the Register of Members as on the close of business hours on Record Date and in respect of shares held in
dematerialised form, it will be paid to Members whose names are furnished by National Securities Depository Limited/ Central Depository
Services (India) Limited (“Depositories”), as beneficial owners as on the close of business hours on Record Date. 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.co.in/corporate-governance.

TRANSFER TO RESERVES

Under Section 45-IC (1) of Reserve Bank of India (“RBI”) Act, 1934, Non-Banking Financial Companies (“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 ''1,576.48 Lakhs (previous year: ''993.18 Lakhs) to Statutory Reserve for the financial year 2024-25.

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 2024-25, after all appropriation and adjustments, was ''62,320.47 Lakhs (the closing balance
of Retained Earnings as on March 31, 2024 stood at ''55,607.57 Lakhs).

SHARE CAPITAL

The issued, subscribed and paid-up equity share capital as on March 31, 2025, was ''2,844.98 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 (“NSE”) and the BSE Limited
(“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 issued any bonus shares or made a rights issue of shares or shares with differential voting
rights or granted any sweat equity shares. Further, the Company have 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

Crest-Employees Stock Option Plan 2022 (“Crest-ESOP 2022") 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 to acquire, create, issue, offer, grant,
allot and/or transfer from time to time, in one or more tranches up to 14,22,488 (Fourteen Lakhs Twenty Two Thousand Four Hundred
and Eighty Eight) Employee Stock Options (“ESOPs”) exercisable into 14,22,488 (Fourteen Lakhs Twenty Two Thousand Four Hundred
and Eighty Eight) equity shares of face value ''10/- (Indian Rupees Ten) each. The Scheme is being implemented through a Trust set up by
the Company namely Crest - Employee Welfare Trust (“Trust”)and involves acquisition of shares from the secondary market for which the
Company has also obtained the in-principle approval from both the stock exchanges viz., BSE and NSE. The Trust has acquired till date
2,53,000 equity shares of ''10/- each from market as part of implementation of Crest-ESOP 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 (“SBEB & SE Regulations”).

During the financial year under review, the Nomination and Remuneration Committee has granted ESOPs convertible into equal number
of equity shares of face value of ''10/- each under “Crest-ESOP 2022” to the eligible employees of the Company, its Holding Company and
Group Company(ies), respectively at a price of ''200/- (Indian Rupees Two Hundred Only) per option as detailed below. The said price is
more than the face value of equity shares of the Company and less than the prevailing Market Price as on the date of the grant(s). Details
of total options granted, vested and exercised (as on May 28. 2025) under the Scheme are as follows:

Total no. of Shares acquired through open market
In FY 2022-23	2,53,000
In FY 2023-24	NIL
In FY 2024-25	NIL
Total (A)	2,53,000
Grants issued to Employees under Crest-ESOP 2022
First Grant on January 24, 2025	70,000
Second Grant on March 21, 2025	1,83,000
Total (B)	2,53,000
Options lapsed/forfeited/cancelled (C)	NIL
Options which are in vesting period	2,53,000
Options Exercised	NIL
Total options outstanding which are not backed by the grants (A-B C)	NIL

A Certificate issued by M/s. A.Y. Sathe & Co., Secretarial Auditor of the Company for the FY 2024-25, certifying that the Crest-ESOP 2022
has been implemented in accordance with the SBEB & SE Regulations is enclosed with this Report as “Annexure E”.

The Voting rights on the shares, if any, as may be issued to employees under the aforesaid Crest-ESOP 2022 are to be exercised by them
directly or through their appointed proxy, hence, the disclosure stipulated under Section 67(3) of the Act read with Rule 16(4) of the
Companies (Share Capital and Debentures) Rules, 2014 is not applicable.

The necessary disclosures relating to ESOP Plan, as stipulated under the SBEB & SE Regulations, pertaining to the year ended March 31,
2025, is hosted and available on the Company’s website at https://www.crest.co.in

CORPORATE GOVERNANCE

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

• the Report on Corporate Governance;

• the Certificate duly signed by the Managing Director and Chief Financial Officer on the Financial Statements of the Company for the
year ended March 31, 2025 as submitted to the Board of Directors at its meeting held on May 28, 2025;

• the declaration by the Managing Director regarding compliance by the Board members and senior management personnel with the
Company’s Code of Conduct; and

• An analysis of the Business and Financial Performance are given in the Management Discussion and Analysis, which forms a part of
the Annual Report.

The Certificate confirming compliance with the conditions of Corporate Governance is annexed to this report as “Annexure V”.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, capturing your Company’s performance, industry trends and other material changes with
respect to your Company’s and its subsidiaries, wherever applicable and future outlook as stipulated under the SEBI Listing Regulations is
forming an integral part of the Annual Report.

CREDIT RATING

CARE Ratings Limited has reaffirmed the following ratings assigned to your Company, as detailed below

Facilities/Instruments	Amount ('' in Crores)	Rating	Rating Action
Issuer rating	-	CARE BBB; Stable	Reaffirmed
Long Term Instruments-Debentures-Non Convertible Debentures (ISIN: INE559D08024)	100.00	CARE BBB; Stable	Reaffirmed

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

CAPITAL ADEQUACY RATIO

Your Company’s total Capital Adequacy Ratio (“CAR”), as on March 31, 2025, stood at 75.39% as compared to 86.54% as on March 31,
2024 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, 2025 were 73.81% and 1.57% respectively.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for FY 2024-25 are prepared in compliance with the provisions of Section 134 and
136 of the Act read with applicable Rules, Regulation 33 and 52 of SEBI Listing Regulations and in accordance with the Indian Accounting
Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The Audited Consolidated Financial Statements
together with the Auditor’s Report thereon forms part of 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 to which the financial statements relate and the date of the report.

UPDATE FROM APRIL 1, 2025 AND UPTO THE DATE OF THIS REPORT

On April 24, 2025, Sutlej Housing Private Limited (“Sutlej”) became the wholly-owned subsidiary of your Company following the acquisition
of 100% of the issued, subscribed and paid-up share capital of Sutlej.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on March 31, 2025, your Company had 11 (eleven) subsidiaries, 7 (seven) associates and 1(one) joint venture.

During the year under review, TBOF Foods Private Limited ceased to be an associate of the Company w.e.f. April 17, 2024. Supernox
Infrastructures LLP and Westview Digi Reality LLP ceased to be subsidiary of the Company w.e.f. July 31, 2024 and January 13, 2025
respectively.

Except above, no other Company has become or ceased to be Company’s subsidiary, associate or joint venture during the year under review.

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 company 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.co.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.co.in/financials-of-subsidiaries. These documents will also be available for inspection till the date of 43^rd AGM during
the business hours at the registered office of the Company.

During the year under review, Crest Finserv Limited (“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 on Determining Material Subsidiary. Provision of
Regulation 24 of the SEBI Listing Regulations relating to subsidiary companies, to the extent applicable, have been duly complied with.

Mr. Rajeev Sharma, Independent Director of the Company is Non-Executive, Independent Director on the Board of CFL.

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

RBI GUIDELINES

Your Company has generally complied with the Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based
Regulation) Directions, 2023 for NBFC-ML within the specified timelines and all the applicable laws, regulations, guidelines, etc. prescribed
by RBI from time to time.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The loan made, guarantee given or security provided in the ordinary course of business by a Non-Banking Financial Company 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.

CORPORATE SOCIAL RESPONSIBILITY (“CSR”)

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

The Company has a Risk Management Policy 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. Your Company has also constituted a Risk
Management Committee. All the critical risks along with current mitigation plans as identified are presented to the Risk Management
Committee in order to ensure that all the critical risks are covered and suitable mitigation plans are in place and controls are operating
effectively. The Audit Committee has additional oversight in the area of financial risk and controls.

The Risk Management Policy is periodically reviewed and can be accessed at https://www.crest.co.in/corporate-governance.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place a robust internal financial control system, commensurate with the size of its operations, complexity and nature of
its business operations. The financial control framework includes internal controls, delegation of authority procedures, segregation of duties,
system access controls, and document filing and storage procedures.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal financial control systems in the Company, its compliance
with operating systems, accounting procedures, application of the instructions and documented policy guidelines. The Audit Committee
reviews the report on Internal Financial Control submitted by the Internal Auditors of the Company.

Based on the assessment carried out by the Audit Committee, the internal financial controls were adequate and effective and no reportable
material weakness or significant deficiencies in the design or operation of internal financial controls were observed during the financial year
ended March 31, 2025.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All Related Party Transactions (“RPTs”) entered into during the financial year under review, were on an arm’s length basis and were carried
out in the ordinary course of business. As required under the Master Direction - Reserve Bank of India (Non-Banking Financial Company
- Scale Based Regulation) Directions, 2023 and SEBI Listing Regulations, the Company has formulated a Policy on Materiality of Related
Party Transactions which is available on the Company’s website and can be accessed at https://www.crest.co.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 on a quarterly basis before the Audit Committee. 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 members 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
members. Accordingly, consent of the members by way of Ordinary Resolution is sought by the Company for the material contracts/
arrangements/transactions proposed to be entered into by the Company at the ensuing AGM of the Company shall be valid upto the date
of the next AGM for a period not exceeding fifteen months.

Members 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 respective Stock
Exchanges.

DIRECTORS AND KEY MANAGERIAL PERSONNELS (“KMP”)

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, Mr. Vijay Choraria,
Managing Director of the Company, retires by rotation at the ensuing AGM and being eligible offers himself for re-appointment. The
Nomination and Remuneration Committee and the Board of Directors in their respective meetings held on May 28, 2025 considered
and recommended his re-appointment for the approval of Members. A resolution seeking Members’ approval for his 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 43^rd 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

During the year under review, there was no change in the composition of the Board of Directors and Key Managerial Personnel of the
Company.

In the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, expertise 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.

POLICIES ON APPOINTMENT OF DIRECTORS AND REMUNERATION

The management of the Company is immensely benefitted from the guidance, support and mature advice from members of the Board of
Directors who are also members of various Committees. The Board consists of Directors possessing diverse skill, rich experience to enhance
quality of its performance. The Company has adopted a Policy on Board Diversity formulated by the Nomination and Remuneration
Committee.

The Policy for selection of Directors and determining Directors’ independence sets out the guiding principles for the Nomination and
Remuneration Committee 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 members with diverse background and experience that are relevant for the Company’s operations. The aforesaid Policy
is available on the Company’s website and can be accessed at https://www.crest.co.in/corporate-governance.

The Remuneration Policy for Directors, Key Managerial Personnel and other Employees sets out the guiding principles for the Nomination
and Remuneration Committee 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 Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation)
Directions, 2023. The aforesaid Policy is available on the Company’s website and can be accessed at https://www.crest.co.in/corporate-
governance.

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 Chapter XI of Master
Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023, 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.

DECLARATION BY INDEPENDENT DIRECTORS

All 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 for Independent Directors 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 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.

The Independent Directors hold high standards of integrity, expertise and experience (including the proficiency). They are exempted from
the requirement to undertake the online proficiency self-assessment test.

BOARD AND COMMITTEE MEETINGS

During the year ended March 31, 2025, the Board met 5 (Five) times i.e., May 24, 2024, August 14, 2024, November 12, 2024, February
12, 2025 and March 21, 2025. The gap between two meetings did not exceed one hundred and twenty days and the necessary quorum was
present for all the meetings held during the year.

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

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 of Directors held on May 28,
2025 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 2024-25 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
Members 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.

The Independent Directors met on February 12, 2025 and March 21, 2025 respectively without the presence of other Directors or
members of Management. All the Independent Directors were present at the meeting. In the meeting, Independent Directors reviewed the
performance of Non-Independent Directors, the Board as a whole and the performance of the Chairman of the Company was evaluated,
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 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.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors, to the best of their knowledge and ability, hereby confirms 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, 2025, 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 system to ensure compliance with the provisions of all applicable laws and such systems are adequate
and operating effectively.

AUDITORS AND AUDITORS’ REPORT

a) Statutory Auditors

MGB & Co. LLP, Chartered Accountants, Mumbai having ICAI Firm Registration Number 101169W/W-100035 were appointed as
the Statutory Auditors of the Company for a term of 3 (three) consecutive financial years at the 40^th AGM held on September 24, 2022
upto the conclusion of 43^rd AGM of the Company for the FY 2024-25 in compliance with RBI Guidelines on appointment of statutory
auditor(s) by Non-Banking Financial Company vide Circular RBI/2021-22/25 Ref. No. DoS. CD.ARG/SEC.01/08.91.001/2021-22
dated April 27, 2021(“RBI Guidelines”) and pursuant to Section 139 of the Act.

The current Statutory Auditors of the Company will be completing their term as Statutory Auditors after conclusion of the ensuing
43^rd AGM of the Company, in line with the RBI Guidelines, the Audit Committee and the Board of Directors in their respective
meetings held on May 28, 2025 had passed resolutions to recommend to the Members of the Company for their approval at the ensuing
43^rd AGM of the Company for the appointment of N A Shah Associates LLP, Chartered Accountants, Mumbai having ICAI Firm
Registration No. 116560W/W100149 as new Statutory Auditors of the Company from the conclusion of 43^rd AGM of the Company
till the conclusion of 46^th AGM of the Company to conduct the audit of accounts of the Company for a term of 3 (three) consecutive
financial years ending March 31, 2026, March 31, 2027 and March 31, 2028 in place of the current Statutory Auditors who are retiring
at the 43^rd AGM.

N A Shah Associates LLP, Chartered Accountants, Mumbai having ICAI Firm Registration No. 116560W/W100149 have confirmed
that they are eligible for appointment as Statutory Auditors for the FY 2025-26, 2026-27 and 2027-28 in compliance with the RBI
Guidelines and as per the provisions of the Act. They have also confirmed that they hold a valid peer review certificate as prescribed
under SEBI Listing Regulations.

The Auditors’ Report to the Members for the financial year under review is unmodified, i.e., it does not contain any qualification,
reservation or adverse remark or disclaimer. In terms of the RBI Master Directions - Non-Banking Financial Companies Auditors’
Report (Reserve Bank) Directions, 2016, the current Statutory Auditors have also submitted an additional report dated May 28, 2025,
for the Financial Year 2024-25. There were no comments or adverse remarks in the said report as well.

Statutory Audit Report

The Auditors’ Report for the financial year ended March 31, 2025, 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.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Board of Directors at its meeting held on February 12, 2025 appointed CS Ajit Sathe, Proprietor of M/s. A.Y. Sathe
and Co., Practicing Company Secretary (FCS: 2899/COP: 738) to conduct Secretarial Audit for the FY 2024-25.

Pursuant to amended Regulation 24A of the SEBI Listing Regulations, shareholders’ approval is required for appointment of Secretarial
Auditors starting from the FY 2025-26. Further, such Secretarial Auditor must be a Peer reviewed Company Secretary from Institute
of Company Secretaries of India (ICSI) and should not be disqualified to act as a Secretarial Auditor and cannot render prohibited
services in accordance with the SEBI Listing Regulations and as specified by ICSI.

Accordingly, pursuant to Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors of the
Company in their respective meetings held on May 28, 2025 approved and recommended to the Members of the Company, the passing
of necessary resolution at the ensuing 43^rd AGM of the Company for the appointment of M/s. Rathi & Associates, Practising Company
Secretaries (Firm Registration Number: P1988MH011900) (Peer Review No.: 6391/2025) as Secretarial Auditors of the Company
from the conclusion of 43^rd AGM till the conclusion of 48^th AGM of the Company to conduct Secretarial Audit for a term of 5 (five)
consecutive financial years ending March 31, 2026, March 31, 2027, March 31, 2028, March 31,2029 and March 31, 2030.

M/s. Rathi & Associates have informed the Company that they are eligible to be appointed as Secretarial Auditors of the Company and
confirmed that their appointment if made, would be within the limit specified by ICSI. They have further confirmed that they did not
incur any of the disqualifications as specified under Regulation 24A of the SEBI Listing Regulations.

Approval of the Members at the ensuing 43^rd AGM of the Company is also being sought for fixation of remuneration of Secretarial
Auditor of the Company for the Financial Years 2025-30.

i) Secretarial Audit Report

The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2025, 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, 2025 for all applicable compliances as per SEBI
Listing Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by CS
Ajit Sathe & Co;, Practicing Company Secretary 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. A.Y. Sathe and Co., Practicing Company Secretary (FCS: 2899/COP: 738), had undertaken secretarial audit of the Company’s
material unlisted subsidiary for FY 2024-25. 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”

REPORTING OF FRAUDS BY AUDITORS

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

FRAUD MONITORING AND REPORTING

Pursuant to the revised Master Directions - “Reserve Bank of India (Fraud Risk Management in NBFCs) Directions, 2024” on Fraud Risk
Management in Non-Banking Financial Companies (NBFCs), including Housing Finance Companies, dated July 15, 2024, issued by the
Reserve Bank of India (“Master Directions”), 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 & Prevention 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 Audit Committee
and the Board in accordance with the Master Directions.

CYBER SECURITY AND IT INFRASTRUCTURE DISCLOSURE

Your Company has established a robust Disaster Recovery Centre and implemented comprehensive security controls to mitigate risks and
safeguard against potential security breaches and technological failures. These measures include periodic upgrades to servers and data
storage systems, as well as the adoption of advanced technologies for efficient data management.

To ensure strategic oversight, the Board has constituted an IT Strategy Committee responsible for governing security policies and their
implementation, in alignment with the Company’s Corporate Governance framework and Information Security Organization Policy.

During the year under review, the Company undertook several initiatives aimed at strengthening its cyber security posture. These included
enhancements to in-scope applications, improvements in business and IT processes, upgrades to IT infrastructure, and the implementation
of advanced E-mail security and attack surface management solutions. The Company also conducted a comprehensive Vulnerability
Assessment and Penetration Testing (“VAPT”) exercise, along with independent third-party audits, to safeguard all IT assets and validate
the effectiveness of its security controls.

In addition, the Company continues to invest in technology upgrades, IT security implementations, and regular training and awareness
programs to foster a culture of cyber resilience across the organization.

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.co.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-D” 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.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In compliance with the provisions of Section 177 of the Act and Regulation 22 of SEBI Listing Regulations 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) 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 Whistle Blower Policy/ Vigil Mechanism is uploaded on the Company’s website and can be accessed at

https://www.crest.co.in/corporate-governance.

The Audit Committee is also committed to ensure 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 2024-25, no cases under this mechanism were reported to the Company and/or to any of its subsidiaries.

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
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 (“POSH Act”) and the
Rules framed thereunder for prevention and redressal of complaints of sexual harassment at workplace.

The Company has a policy for prevention of Sexual Harassment for Women at Workplace. An Internal Complaints Committee has been
constituted in compliance with the POSH Act. Initiatives have been undertaken to sensitise employees on the provisions of the POSH Act.
As required under Section 22 of POSH Act, there were no cases reported during the FY 2024-25.

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 Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code of
Conduct also includes code of 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.co.in/corporate-governance.

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

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(m) of the
Companies Act, 2013 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. The foreign exchange outgo during the financial year was ''5.61 Lakhs.

DIRECTORS AND OFFICERS LIABILITY INSURANCE (“D&O POLICY”)

The Company has in place an appropriate Directors (including Independent Directors) and Officers Liability Insurance Policy (“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 members whose E-Mail IDs are registered in their demat account or are otherwise provided by
the members. A member shall be entitled to request for physical copy of any such documents.

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 2024-25 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. 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.

c. 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.

d. 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.

e. 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.

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

g. 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.

h. 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.

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

j. 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.

k. 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 Reserve Bank of India, 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. members, 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 members is also greatly valued. Your Directors look forward to
your continuing support.

For and on behalf of the Board of Directors

Vijay Choraria Sheetal Kapadia

Place: Mumbai Managing Director Director

Date: May 28, 2025 DIN: 00021446 DIN: 03317767

---

Mar 31, 2024

Your Directors are pleased to present the Forty Second 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, 2024 (hereinafter referred to as “year under review” or “year” or “FY 2023-24”). The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

In compliance with the applicable provisions of 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”), this Report covers the financial performance and other developments in respect of the Company during the financial year ended March 31, 2024 and upto the date of the Board Meeting held on May 24, 2024 to approve this Report.

FINANCIAL RESULTS

A summary of the Standalone and Consolidated financial performance of your Company, for the financial year ended March 31, 2024, is as under:

(''in Lakh)

Particulars	Standalone		Consolidated
	2023-2024	2022-2023	2023-2024	2022-2023
Total Revenue from Operations	13,969.05	81,560.73	18,361.44	65,054.53
Other Income	22.38	30.34	38.57	30.62
Total Income	13,991.43	81,591.07	18,400.01	65,085.15
Total Expenses	7,346.11	6,005.24	10,277.42	8,594.50
Profit before tax	6,645.32	75,585.83	8,122.59	56,490.65
Less: Provision for tax	1,679.44	16,105.29	2045.43	17,717.26
Profit after tax	4,965.88	59,480.54	6,077.16	38,773.39
Share in Profit and Loss of Associates	-	-	130.74	810.46
Profit after tax and Share in Profit and Loss of Associates	-	-	6,207.90	39,583.85
Non-Controlling Interest	-	-	193.78	(0.00)
Profit attributable to equity holder of the Company	4,965.88	59,480.54	6,014.12	39,583.85
Opening balance of retained earnings	4,7409.65	575.35	57,754.60	30,816.99
Profits for the year	4,965.88	59,480.54	6,014.12	39,583.85
Realised gains/(loss) on equity shares carried at fair value through OCI	4,508.18	(607.88)	4,508.18	(607.88)
The following appropriations have been made:
Dividend paid (pertaining to dividend for the financial year 2022-23, paid in 2023-24)	284.50	142.25	284.50	142.25
Impact of Employee Welfare Trust consolidation	1.54	-	1.54	-
Transfer to statutory reserves	993.18	11,896.11	994.07	11,896.11
Closing balance of retained earnings	55,607.57	47,409.65	66,999.87	57,754.60

HIGHLIGHTS OF FINANCIAL PERFORMANCE AND STATE OF THE COMPANY’S AFFAIRS

On a Standalone basis, the total income for FY 2023-24 was ''13,991.43 Lakh as compared to ''81,591.07 Lakh recorded during the previous financial year. The profit for the financial year ended March 31, 2024, stood at ''4,965.88 Lakh as against the net profit of ''59,480.54 Lakh for the previous financial year.

On a Consolidated basis, the total income for FY 2023-24 was ''18,400.01 Lakh, lower than the previous year’s total income of ''65,085.15 Lakh. The Profit after tax and Share in Profit and Loss of Associates of the Company for FY 2023-24 stood at ''6,207.90 Lakh as against the Profit after tax and Share in Profit and Loss of Associates of ''39,583.85 Lakh for the previous financial year.

Depreciation and Finance Cost

On Standalone basis the finance cost for FY 2023-24 stands at ''2,255.54 Lakh which was comparatively higher as compared with that of ''1,059.67 Lakh for FY 2022-23. Depreciation and amortization cost for FY 2023-24 stood at ''300.31 Lakh as compared with that of ''289.46 Lakh for FY 2022-23.

Borrowings

Your Company has diversified borrowing profile comprising availing term loans/ financial facilities from Banks and/ or financial institutions and corporates 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 2023-24 stood at ''7,756.08 Lakh as against ''5,770.62 Lakh for the previous financial year. The borrowings in the form of debt securities stood at ''9,130.23 Lakh for the FY 2023-24 as against 9,134.83 lakh for the previous financial year. Intercorporate borrowings for the FY 2023-24 and FY 2022-23 were NIL.

The Company continued to apply prudent liquidity management techniques and adopt strategy of maintaining adequate liquidity buffer throughout the financial year 2023-24 making available adequate funds for onward lending, business operations and meeting our liabilities on time, thereby further strengthening the trust and confidence reposed on us by our lenders, creditors and security holders.

NON-CONVERTIBLE DEBENTURES

During the financial year under review, the Company did not default on the payment of interest made to the holders of 12% Rated, Listed, Unsecured, Senior, Transferable, Redeemable, Non-Convertible Debenture (“Debentures”). 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.

DIVIDEND

The Board has recommend 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 2023-24 subject to declaration by the Members at the ensuing 42^nd Annual General Meeting (“42^nd AGM”) of the Company.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members w.e.f. April 1, 2020 and the Company is required to deduct tax at source (“TDS”) from dividend paid to the Members at prescribed rates as per the Income-tax Act, 1961.

The Register of Members and Share Transfer Books of the Company will remain closed from August 25, 2024 to August 31, 2024 (both days inclusive) for the purpose of payment of dividend for the financial year ended March 31, 2024.

TRANSFER TO RESERVE

Under Section 45-IC (1) of Reserve Bank of India (“RBI”) Act, 1934, Non-Banking Financial Companies (“NBFC’s”) are required to transfer a sum not less than 20% of its net profit every year to reserve fund before declaration of any dividend. Your Directors recommend transferring ''993.18 Lakh (previous year: ''11,896.11 Lakh) to Statutory Reserve for the financial year 2023-24.

The closing balance of the Retained Earnings of the Company for FY 2023-24, after all appropriation and adjustments, was ''55,607.57 Lakh (the closing balance of Retained Earnings as on March 31, 2023 stood at ''47,409.65 Lakh).

SHARE CAPITAL

The issued, subscribed and paid-up equity share capital as on March 31, 2024, was ''2,844.98 Lakh 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 (“NSE”) and the BSE Limited (“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 issued any shares or other convertible securities, bonus shares or made a rights issue of shares or shares with differential voting rights or granted any stock options or any 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 (“ESOS”)

Crest-Employees Stock Option Plan 2022 (“Crest-ESOP 2022/ ESOP”) 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 Annual General Meeting held on September 24, 2022. During the year under review and in accordance with Regulation 3 (12) of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SBEB Regulations”), the Nomination and Remuneration Committee (“NRC”) designated as the Compensation Committee for Crest-ESOP 2022 at its meeting held on March 20, 2024 had approved to extend the period of holding of the unappropriated inventory of shares, which were not backed by grants under Crest-Employees Stock Option Plan 2022 to subsequent financial year i.e., 2024-25. The Scheme is in line with the SBEB Regulations. Further, during the year under review, there was no material change in ESOS of the Company.

The Company has not rolled out/ granted any ESOPs during the year under review and necessary disclosures relating to ESOP Plan, as stipulated under the SBEB Regulations, pertaining to the year ended March 31, 2023, is annexed as “Annexure- E”.

CORPORATE GOVERNANCE

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

• the Report on Corporate Governance;

• the Certificate duly signed by the Managing Director and Chief Financial Officer on the Financial Statements of the Company for the year ended March 31, 2024 as submitted to the Board of Directors at its meeting held on May 24, 2024;

• the declaration by the Managing Director regarding compliance by the Board members and senior management personnel with the Company’s Code of Conduct; and

• An analysis of the Business and Financial Performance are given in the Management Discussion and Analysis, which forms a part of the Annual Report.

The Auditors’ Certificate on Corporate Governance is annexed to this report as “Annexure V”.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, capturing your Company’s performance, industry trends and other material changes with respect to your Company’s and its subsidiaries, wherever applicable and future outlook as stipulated under the SEBI Listing Regulations is forming an integral part of the Annual Report.

CREDIT RATING

The credit rating of CARE BBB; Stable allotted to your Company’s Debentures has been reaffirmed by CARE Ratings Limited. The same can be accessed at the Company’s website: https://www.crest.co.in/credit-rating.

CAPITAL ADEQUACY RATIO

Your Company’s total Capital Adequacy Ratio (“CAR”), as on March 31, 2024, stood at 86.54% as compared to 85.50% as on March 31, 2023 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%.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 134 and 136 of the Act read with applicable Rules, Regulation 33 of SEBI Listing Regulations and Indian Accounting Standards (“Ind AS”) 110: Consolidated Financial Statements read with Ind AS 28: Investments in Associates and Joint Ventures and Ind AS 31: Interests in 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 to which the financial statements relate and the date of the report.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on March 31, 2024, your Company had 9 (Nine) subsidiaries, 4 (Four) associates and 1(One) joint venture.

Further during the year under review, Ramayana Realtors Private Limited became the subsidiary of the Company w.e.f. November 03, 2023 and ceased to be an associate w.e.f. November 02, 2023.

Except above, no other Company has become or ceased to be Company’s subsidiary, associate or joint venture during the year under review.

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 company 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.co.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.co.in/financials-of-subsidiaries. These documents will also be available for inspection till the date of 42^nd AGM during the business hours at the registered office of the Company.

During the year, no Company has been identified as material subsidiary of the Company as per Regulation 16(1) (c) of SEBI Listing Regulations read with the terms of the Company’s Policy on determining material subsidiary. Provision of Regulation 24 of the SEBI Listing Regulations relating to subsidiary companies, to the extent applicable, have been duly complied with.

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.co.in/corporate-govemance.

RBI GUIDELINES

The Company continues to comply with the Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023 for NBFC-ML within the specified timelines and all the applicable laws, regulations, guidelines, etc. prescribed by RBI from time to time.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Any investment made, in respect of investment or lending activities by a Non-Banking Financial Company registered with Reserve Bank of India are exempt from the applicability of provisions of Section 186 of the Act.

The details of guarantees given and securities provided during the financial year are furnished in the notes to the financial statements.

CORPORATE SOCIAL RESPONSIBILITY (“CSR”)

In terms of the provisions of Section 135 of the Act read with The Companies (Corporate Social Responsibility Policy) Rules, 2014 the Company was not required to spend any amount towards CSR activities during FY 2023-24. Hence, CSR obligations were not applicable to the Company during the financial year.

RISK MANAGEMENT

The Company has a Risk Management Policy 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. Your Company has also constituted a Risk Management Committee. All the critical risks along with current mitigation plans as identified are presented to the Risk Management Committee in order to ensure that all the critical risks are covered and suitable mitigation plans are in place and controls are operating effectively. The Audit Committee has additional oversight in the area of financial risk and controls.

The Risk Management Policy is periodically reviewed and can be accessed at https://www.crest.co.in/corporate-governance.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place a robust internal financial control system, commensurate with the size of its operations, complexity and nature of its business operations. The financial control framework includes internal controls, delegation of authority procedures, segregation of duties, system access controls, and document filing and storage procedures.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal financial control systems in the Company, its compliance with operating systems, accounting procedures, application of the instructions and documented policy guidelines. The Audit Committee reviews the report on Internal Controls submitted by the Internal Auditors on a half yearly basis.

Based on the assessment carried out by the Audit Committee, the internal financial controls were adequate and effective and no reportable material weakness or significant deficiencies in the design or operation of internal financial controls were observed during the financial year ended March 31, 2024.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All Related Party Transactions (“RPTs”) entered into during the financial year were on an arm’s length basis and were carried out in the ordinary course of business. As required under the Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023 and SEBI Listing Regulations, the Company has formulated a Policy on Materiality of Related Party Transactions which is available on the Company’s website and can be accessed at https://www.crest.co.in/corporate-governance.

All RPTs are placed on a quarterly basis before the Audit Committee. Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseeable and of a repetitive nature. The transactions entered into pursuant to the approvals so granted are subjected to audit and a statement giving details of all RPTs is placed before the Audit Committee and the Board of Directors on a quarterly basis. The statement is supported by a certificate from Independent Chartered Accountant.

During the year, the Company has entered into any contract / arrangement / transaction with related parties, which are considered as material in accordance with Section 188 of the Act and Regulation 23 of SEBI Listing Regulations and prior approval of the members was accordingly sought. Details of such material contracts or arrangements or transactions at arm’s length basis are provided in Form AOC-2 annexed to this Report as “Annexure-A”.

Further, pursuant to amended Regulation 23 of the SEBI Listing Regulations, all material RPTs shall require prior approval of the members through a resolution. Consent of the members by way of Ordinary Resolution is sought by the Company for the material contracts/ arrangements/transactions proposed to be entered into by the Company at the ensuing AGM of the Company shall be valid upto the date of the next AGM for a period not exceeding fifteen months.

Members 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 respective Stock Exchanges.

DIRECTORS AND KEY MANAGERIAL PERSONNELS (“KMP”)

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, Director of the Company, retires by rotation at the ensuing AGM and being eligible offers herself for re-appointment. The Board recommends her re-appointment for the approval of Members. A resolution seeking Members’ 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 42 ^nd AGM.

b) Appointment/Re-Appointment/Resignation in Directorate

1. Based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors Mr. Mohindar Kumar (DIN: 08444706), was re-appointed as an Independent Non-Executive Director of the Company not liable to retire by rotation, for a second term of five consecutive years commencing from May 14, 2024 to May 13, 2029 (both days inclusive). The Members of the Company passed the Special Resolution through Postal Ballot on December 12, 2024 for the re-appointment of Mr. Mohindar Kumar to serve his second term as Non-Executive, Independent Director in the Company w.e.f May 14, 2024.

2. The Board of Directors based on the recommendation of the Nomination and Remuneration Committee and in terms of Articles of Association of the Company and Section 161(1) of the Act in its meeting held on March 20, 2024 appointed Mr. Sivaramakrishnan Srinivasan Iyer (DIN: 00503487)Additional Director in the category of Independent Non-Executive Director not liable to retirement by rotation, for a term of 5 (five) consecutive years commencing from March 20, 2024 to March 19, 2029 (both days inclusive), subject to approval of Members of the Company. On May 11, 2024, the Members of the Company passed the Special Resolution through Postal Ballot for the appointment of Mr. Sivaramakrishnan Srinivasan Iyer. The Members of the Company passed the Special Resolution through Postal Ballot for the appointment of Mr. Sivaramakrishnan Srinivasan Iyer as Non-Executive, Independent Director.

3. Mr. Vasudeo Rajaram Galkar (DIN: 00009177) concluded his second term as Independent Director in our Company on May 07, 2024. Mr. Vasudeo Rajaram Galkar was associated with the Company as Director for more than 13 years from August 12, 2010. The Board had expressed its sincere appreciation for the valuable contribution made by him during his tenure as Director of the Company.

c) 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 WholeTime 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

There was no change in the composition of the Board of Directors and Key Managerial Personnel during the year under review, except as stated above.

In the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, expertise 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.

POLICIES ON APPOINTMENT OF DIRECTORS AND REMUNERATION

The management of the Company is immensely benefitted from the guidance, support and mature advice from members of the Board of Directors who are also members of various Committees. The Board consists of Directors possessing diverse skill, rich experience to enhance quality of its performance. The Company has adopted a Policy on Board Diversity formulated by the Nomination and Remuneration Committee.

The Policy for selection of Directors and determining Directors’ independence sets out the guiding principles for the Nomination and Remuneration Committee 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 members with diverse background and experience that are relevant for the Company’s operations. The aforesaid Policy is available on the Company’s website and can be accessed at https://www.crest.co.in/corporate-govemance.

The Remuneration Policy for Directors, Key Managerial Personnel and other Employees sets out the guiding principles for the Nomination and Remuneration Committee 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 Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023. The aforesaid Policy is available on the Company’s website and can be accessed at https://www.crest.co.in/corporate-governance.

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 Chapter XI of Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023, 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.

DECLARATION BY INDEPENDENT DIRECTORS

All 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 for Independent Directors 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 independent judgment and without any external influence.

The Independent Directors hold high standards of integrity, expertise and experience (including the proficiency). They are exempted from the requirement to undertake the online proficiency self-assessment test.

BOARD AND COMMITTEE MEETINGS

During the year ended March 31, 2024, the Board met 5 (Five) times i.e., May 27, 2023, August 11, 2023, November 10, 2023, February 05, 2024 and March 20, 2024. The gap between two meetings did not exceed one hundred and twenty days and the necessary quorum was present for all the meetings held during the year.

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

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board, the Committees of the Board 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 of Directors held on May 24, 2024 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 2023-24 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 Members 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.

The Independent Directors met on February 05, 2024 without the presence of other Directors or members of Management. All the Independent Directors were present at the meeting. In the meeting, Independent Directors reviewed the performance of Non-Independent Directors, the Board as a whole and the performance of the Chairman of the Company was evaluated, 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 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 without the presence of members of Management had a separate meeting with the Statutory Auditors which covered Audit issues in general and the framework and the process of Internal Audit in specific. The members of the Audit Committee without the presence of members of Management also had a separate meeting with credit rating agency.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors, to the best of their knowledge and ability, hereby confirms 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, 2024, 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 system to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

AUDITORS AND AUDITORS’ REPORT

a) Statutory Auditors

In line with the Guidelines for Appointment of Statutory Central Auditors (SCAs)/ Statutory Auditors (SAs) of Commercial Banks (excluding Regional Rural Banks), Primary (Urban) Co-operative Banks and Non- Banking Finance Companies (“NBFCs”) (including Housing Finance Companies) issued by Reserve Bank of India (“RBI”) on April 27, 2021 (“RBI Guidelines”)and pursuant to Section 139(8)(i) of the Act M/s. MGB & Co. LLP, Chartered Accountants, Mumbai having Firm Registration Number 101169W/W-100035 were appointed as the Statutory Auditors of the Company for a term of 3 (three) consecutive years at the 40^th AGM held on September 24, 2022 and will hold office till the conclusion of 43^rd AGM of the Company. Further, they have confirmed that they are not disqualified from continuing as the Statutory Auditors of the Company and also confirmed that they hold a valid peer review certificate as prescribed under SEBI Listing Regulations.

Statutory Audit Report

The Auditors’ Report for the financial year ended March 31, 2024, 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.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed CS Ajit Sathe, Proprietor of M/s. A.Y. Sathe and Co., Practicing Company Secretary (FCS: 2899/COP: 738) to conduct Secretarial Audit for the FY 2023-24.

Secretarial Audit Report

The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2024, is enclosed as “Annexure-B” to this report Secretarial Auditor has made a remark in the Secretarial Audit Report and your Company’s response to the qualifications made is as under:

Sr. No	Particulars	Comments
1.	During the FY 23-24, the Company had received an email from BSE Limited (“BSE”) on October 30, 2023 concerning a delay in compliance w.r.t intimating record date for interest payment during the quarter ended September 30, 2023 as mandated under Regulation 60(2) of SEBI Listing Regulations and imposed a one time penalty of ''10,000/- plus applicable taxes.	a) The Company had diligently fulfilled its regulatory obligation of intimating the record date for purposes of payment of interest by issuing the intimation letter dated June 26, 2023 explicitly conveying the record date for interest payment due during quarter ending September 30, 2023. b) In response to email received from BSE, the Company vide its email dated October 31, 2023 had formally requested BSE to grant waiver of the imposed fine w.r.t. non-compliance of Regulation 60 (2) of SEBI Listing Regulations. c) Regrettably, BSE vide its email dated January 03, 2024 had rejected the waiver request stating the reason cited by the Company does not fall under any of the carveouts for Waiver of Fines Levied under Standard Operating Procedure (SOP) jointly formulated by BSE and NSE and noted by SEBI. d) In accordance with BSE’s instructions, the Company has duly remitted the specified sum on January 03, 2024 and the payment details have also been communicated to BSE as per their prescribed procedures.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the financial year ended March 31, 2024 for all applicable compliances as per SEBI Listing Regulations and Circulars/ Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by CS Ajit Sathe has been submitted to the designated Stock Exchanges.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditor and the Secretarial Auditor have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.

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.co.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 in respect of employees of the Company, is provided in “Annexure-C” to this Report.

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Managing Director of the Company did not receive any commission from the Company or any of its’ subsidiaries. Hence, disclosure pursuant to Section 197(14) of the Act is not applicable to the Company.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In compliance with the provisions of Section 177 of the Act and Regulation 22 of SEBI Listing Regulations 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 the Company’s code of conduct or ethics policy or Code of Conduct for Prevention of Insider Trading in the Company, Code of Fair Practices and Disclosure. The Policy also provides for adequate safeguards against victimization of Director(s)/ employee(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 Whistle Blower Policy/ Vigil Mechanism is uploaded on the Company’s website and can be accessed at https://www.crest.co.in/ corporate-governance.

The Audit Committee is also committed to ensure 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 2023-24, no cases under this mechanism were reported to the Company and/or to any of its subsidiaries.

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 workplace 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 and the Rules framed thereunder for prevention and redressal of complaints of sexual harassment at workplace.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

There were no cases reported during the FY 2023-24.

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 Securities and Exchange Board of India (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.co.in/corporate-governance.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in “Annexure-D” attached to this Report.

DIRECTORS AND OFFICERS LIABILITY INSURANCE (“D&O POLICY”)

The Company has in place an appropriate Directors (including independent directors) and Officers Liability Insurance Policy (“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.

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 2023-24 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. 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.

c. 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.

d. 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.

e. 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.

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

g. 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.

h. The equity shares of the Company were not suspended from trading during the year on account of corporate actions or otherwise.

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

j. 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.

k. 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 Reserve Bank of India, 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. members, 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 members is also greatly valued. Your Directors look forward to your continuing support.

For and on behalf of the Board of Directors

Vijay Choraria Sheetal Kapadia

Place: Mumbai Managing Director Director

Date: May 24, 2024 DIN: 00021446 DIN: 03317767

---

Mar 31, 2023

Your Directors are pleased to present the Forty First 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, 2023 (hereinafter referred to as “year under review” or “year” or “FY 2022-23”). The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

In compliance with the applicable provisions of 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”), this Report covers the financial performance and other developments in respect of the Company during the financial year ended March 31, 2023 and upto the date of the Board Meeting held on May 27, 2023 to approve this Report.

FINANCIAL RESULTS

A summary of the Consolidated and Standalone financial performance of your Company, for the financial year ended March 31, 2023, is as under:

(Rs. in Lakh)
Particulars	Standalone		Consolidated
	2022-2023	2021-2022	2022-2023	2021-2022
Total Revenue from Operations	81,560.73	2,958.61	65,054.53	5,691.91
Other Income	30.34	-	30.62	1.05
Total Income	81,591.07	2,958.61	65,085.15	5,692.96
Total Expenses	6,005.24	5,710.15	8,594.50	7,742.26
Share in Profit and Loss of Associates	-	-	812.61	3,562.30
Profit before tax	75,585.83	(2,751.54)	57,303.26	1,513.00
Less: Provision for tax	16,105.29	127.98	17,717.26	303.11
Profit after tax	59,480.54	(2,879.52)	39,586.00	1,209.89
Non-Controlling Interest	-	-	(0.00)	-
Profit attributable to equity holder of the Company	59,480.54	(2,879.52)	39,586.00	1209.89
Opening balance of retained earnings	575.35	3,067.69	30,816.99	29,219.92
Profits for the year	59,480.54	(2,879.52)	39,586.00	1,209.89
Realised gains/(loss) on equity shares carried at fair value through OCI	(607.88)	529.43	(607.88)	529.43
The following appropriations have been made:
Dividend paid (pertaining to dividend for the financial year 2021-22, paid in 2022-23)	142.25	142.25	142.25	142.25
Transfer to statutory reserves	11,896.11	-	11,896.11	-
Closing balance of retained earnings	47,409.65	575.35	57,756.75	30,816.99

HIGHLIGHTS OF FINANCIAL PERFORMANCE AND STATE OF THE COMPANY’S AFFAIRS

On a Standalone basis, the total income for FY 2022-23 was ''81,591.07 Lakh as compared to ''2,958.61 Lakh recorded during the previous financial year. The net profit for the financial year ended March 31, 2023, stood at ''59,480.54 Lakh as against the net loss of ''2,879.52 Lakh for the previous financial year.

On a Consolidated basis, the total income for FY 2022-23 was ''65,085.15 Lakh, higher than the previous year’s total income of '' 5,692.96 Lakh. The Profit attributable to shareholders of the Company for FY 2022-23 was '' 39,586.00 Lakh higher than the previous year’s profit attributable to shareholders of the Company ''1,209.89 Lakh.

Depreciation and Finance Cost

On Standalone basis the finance cost for FY 2022-23 stands at ''1,059.67 Lakh which was comparatively lesser as compared with that of ''1,427.27 Lakh for FY 2021-22. Depreciation, amortization and impairment cost for FY 2022-23 at ''289.46 Lakh as compared with that of ''218.18 Lakh for FY 2021-22.

Borrowings

On Standalone basis the borrowings in the form of loan from banks and/or financial institutions for the FY 2022-23 stood at ''5,770.62 Lakh as against ''5,721.16 Lakh for the previous financial year and in the form of Debt Securities amounting to ''9,134.83 Lakh for the FY 202223. Intercorporate Borrowings for the FY 2022-23 was ''Nil as compared to ''18,860.97 Lakh for the FY 2021-22.

Business Overview

An analysis of the Business and Financial Performance are given in the Management Discussion and Analysis, which forms a part of the Annual Report.

DIVIDEND

Considering the good performance and strong cashflow, the Board recommend a final dividend of ''1 per fully paid up Equity Share (i.e. 10%) on 28,449,775 Equity Shares of face value of ''10 each subject to the approval of the Members.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members w.e.f. April 1, 2020 and the Company is required to deduct tax at source (TDS) from dividend paid to the Members at prescribed rates as per the Income-tax Act, 1961.

The Register of Members and Share Transfer Books of the Company will remain closed from August 20, 2023 to August 26, 2023 (both days inclusive) for the purpose of payment of dividend for the financial year ended March 31, 2023.

TRANSFER TO RESERVE

Your Directors recommend transferring of ''11,896.11 Lakh (previous year: '' Nil) to Statutory Reserve for the financial year 2022-23.

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 2022-23, after all appropriation and adjustments, was ''47,409.65 Lakh (as on March 31, 2022 ''575.35 Lakh).

SHARE CAPITAL

The paid-up equity share capital as on March 31, 2023, was ''2,844.98 Lakh 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 (“NSE”) and the BSE Limited (“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 issued any shares or other convertible securities, bonus shares or made a rights issue of shares or shares with differential voting rights or granted any stock options or any sweat equity shares. Further, the Company did not buy back any of its shares.

EMPLOYEES STOCK OPTION SCHEME (“ESOS”)

During the year under review, the Crest - Employees Stock Option Plan 2022 (“ESOP Plan”) has been approved by the Board of Directors of the Company at its meeting held on July 23, 2022 and by the Members at their Fortieth Annual General Meeting (“AGM”) of the Company held on September 24, 2022. The Scheme is in line with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SBEB Regulations”). The Company has received a certificate from the Secretarial Auditors of the Company that the Scheme has been implemented in accordance with the SBEB Regulations and the resolution passed by the Members in their General Meeting, the same is attached as “Annexure-C3”. Further, during the year under review, there was no material change in ESOS of the Company.

The Company has not rolled out/granted any ESOPs during the year under review and necessary disclosures relating to ESOP Plan, as stipulated under the SBEB Regulations, pertaining to the year ended March 31, 2023, is annexed as “Annexure- F”.

NON-CONVERTIBLE DEBENTURES

The Company has raised ''9,090 Lakh through issuance of 9,090 privately placed 12% Rated, Listed, Unsecured, Senior, Transferable, Redeemable, Non-Convertible Debentures (“Debentures”) of face value of ''1 Lakh each during the financial year under review. The Debentures are listed on BSE. The proceeds of the issue are being deployed towards general corporate purpose and onwards lending by the Company.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the SEBI Listing Regulations. The report on Corporate Governance as stipulated under SEBI Listing Regulations forms part of the Annual Report. The requisite certificate from M/s. A.Y. Sathe & Co., Practicing Company Secretary, confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

The aforesaid Certificate does not contain any adverse remark, reservation, qualification or disclaimer remark.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, capturing your Company’s performance, industry trends and other material changes with respect to your Company’s and its subsidiaries, wherever applicable and future outlook as stipulated under the SEBI Listing Regulations is forming an integral part of the Annual Report.

CREDIT RATING

Your Company has been rated by CARE Ratings Limited of CARE BBB; Stable for its Debentures. The same can be accessed at the Company’s website : https://www.crest.co.in/investors.

CAPITAL ADEQUACY RATIO

Your Company’s total Capital Adequacy Ratio (CAR), as on March 31, 2023, stood at 85.50% as compared to 13.96% as on March 31, 2022 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%.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 134 and 136 of the Act read with applicable Rules, Regulation 33 of SEBI Listing Regulations and Indian Accounting Standards (“Ind AS”) 110: Consolidated Financial Statements read with Ind AS 28: Investments in Associates and Joint Ventures and Ind AS 31: Interests in 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 to which the financial statements relate and the date of the report.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on March 31, 2023, your Company had 8 (Eight) subsidiaries, 5 (Five) associates and 1(One) Joint Venture.

Following Companies have become subsidiary of the Company during the year under review:

1. Mane Green Private Limited (w.e.f. August 16, 2022);

2. Crest Habitat Private Limited (w.e.f. August 25, 2022);

3. Crest Corner Private Limited (w.e.f. August 29, 2022);

4. Further, Classic Mall Development Company Limited has ceased to be associate w.e.f. May 05, 2022:

The Company along with its wholly owned subsidiary, i.e., Escort Developers Private Limited (“Escort”) has sold their entire stake being 38,49,058 (Thirty Eight Lakhs Forty Nine Thousand Fifty Eight) Equity Shares constituting 50% (fifty per cent) of the paid up equity share capital of Classic Mall Development Company Limited (“CMDCL’) for an aggregate consideration of ''936 Crore to The Phoenix Mills Limited (“PML’) and the necessary transfer of shares has been executed on May 05, 2022. Consequent to the sale/transfer of shares, the Company’s and Escort’s holding in CMDCL is Nil and CMDCL ceases to be an associate of the Company.

Except above, no other Company has become or ceased to be Company’s subsidiary, associate or joint venture during the year under review.

Pursuant to the provisions of Section 129(3) of the Act, a statement providing details of performance and salient features of the financial statements of the Company’s subsidiaries, associates and joint venture companies is provided with the notes to the Consolidated Financial Statements and hence not annexed to this Report. The statement also provides details of performance and financial position of each of the subsidiaries and associates.

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.co.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.co.in/financials-of-subsidiaries. These documents will also be available for inspection till the date of AGM during the business hours at the registered office of the Company.

During the year, Crest Finserv Limited (“CFL’) was determined as material subsidiary of the Company pursuant to Regulation 16(1)(c) of SEBI Listing Regulations and in terms of the Company’s Policy on determining material subsidiary. Provision of Regulation 24 of the SEBI Listing Regulations relating to subsidiary companies, to the extent applicable, have been duly complied with.

Mr. Rajeev Sharma, Independent Director of the Company is Non-Executive, Independent Director on the Board of CFL.

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.co.in/corporate-govemance.

RBI GUIDELINES

The Company continues to comply with the Master Direction for Non- Banking Financial Company - Systemically Important Non- Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016 and all the applicable requirements prescribed by the Reserve Bank of India (RBI) from time to time. The Company appointed Internal Ombudsman and Principal Nodal Officer as per the relevant notifications of RBI to carry out duties and discharge functions as laid down in the said notifications.

The Company has been identified for categorisation as NBFC-Middle Layer under Scale Based Regulation (SBR), a Revised Regulatory Framework for NBFCs. In compliance with the requirement of Scale Based Regulatory Framework read with Notification dated April 11, 2022 for Compliance Function and Role of Chief Compliance Officer (CCO) - NBFCs, the Company has appointed Ms. Namita Bapna as Chief Compliance Officer of the Company.

The Board of Directors have framed various policies as applicable to the Company. The Board periodically reviews the policies and approves amendments as and when necessary.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The provisions of Section 186 of the Act, pertaining to investment and lending activities is not applicable to the Company since the Company is an NBFC, duly registered with the Reserve Bank of India. The details of guarantees given and securities provided during the financial year are furnished in the notes to the financial statements.

CORPORATE SOCIAL RESPONSIBILITY (“CSR”)

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

In terms of the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, due to losses in earlier financial years, the Company was not required to spend any amount towards CSR activities during FY22-23. However, considering the CSR philosophy of the Company, the Board of Directors had decided to spend a sum of ''15 Lakh on CSR activities during FY22-23, in accordance with CSR Policy adopted by the Company.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place a robust internal financial control system, commensurate with the size of its operations, complexity and nature of its business operations. The Company has a standard operating procedure for governance of orderly and efficient conduct of its business including adherence to the Company’s policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal financial control systems in the Company, its compliance with operating systems, accounting procedures, application of the instructions and policies fixed by the senior management of the Company. The Audit Committee reviews the report on Internal Controls submitted by the Internal Auditors on a half yearly basis.

Based on the assessment carried out by the Audit Committee, the internal financial controls were adequate and effective and no reportable material weakness or significant deficiencies in the design or operation of internal financial controls were observed during the financial year ended March 31, 2023.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All Related Party Transactions (“RPTs”) entered into during the financial year were on an arm’s length basis and were carried out in the ordinary course of business. As required under the Master Direction - Non-Banking Financial Company - Systemically Important NonDeposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016 and SEBI Listing Regulations, the Company has formulated a Policy on Materiality of Related Party Transactions which is available on the Company’s website and can be accessed at https://www.crest.co.in/corporate-governance.

All RPTs are placed on a quarterly basis before the Audit Committee. Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseeable and of a repetitive nature. The transactions entered into pursuant to the approvals so granted are subjected to audit and a statement giving details of all RPTs is placed before the Audit Committee and the Board of Directors on a quarterly basis. The statement is supported by a certificate from Independent Chartered Accountant.

During the year, the Company has entered into any contract / arrangement / transaction with related parties, which are considered as material in accordance with Section 188 of the Act and Regulation 23 of SEBI Listing Regulations and prior approval of the members was accordingly sought. Details of such material contracts or arrangements or transactions at arm’s length basis are provided in Form AOC-2 annexed to this Report as “Annexure-B”.

Further, pursuant to amended Regulation 23 of the SEBI Listing Regulations, all material RPTs shall require prior approval of the members through a resolution. Consent of the members by way of Ordinary Resolution is sought by the Company for the material contracts/ arrangements/transactions proposed to be entered into by the Company at the ensuing AGM of the Company shall be valid upto the date of the next AGM for a period not exceeding fifteen months.

Members 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 respective Stock Exchanges.

RISK MANAGEMENT

Pursuant to Section 134 of the Act, the Company has a Risk Management Policy 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. Your Company has also constituted a Risk Management Committee. All the critical risks along with current mitigation plans as identified are presented to the Risk Management Committee in order to ensure that all the critical risks are covered and suitable mitigation plans are in place and controls are operating effectively. The Audit Committee has additional oversight in the area of financial risk and controls.

The Risk Management Policy was periodically reviewed and approved by the Board on March 28, 2023 by way of circular resolution and the updated policy is available on the Company’s website and can be accessed at https://www.crest.co.in/corporate-govemance.

DIRECTORS AND KEY MANAGERIAL PERSONNELS (“KMP”)

a) RETIREMENT BY ROTATION

In terms of the provisions of Section 152(6) of the Act read with Articles of Association of the Company, Mr. Vijay Choraria, Director of the Company, retires by rotation at the ensuing AGM and being eligible offers himself for re-appointment. The Board recommends his re-appointment for the approval of Members. A resolution seeking Members’ approval for his 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 AGM.

b) RESIGNATION/APPOINTMENTS IN DIRECTORATE

1. Mr. Mahesh Shirodkar (DIN: 00897249), Non-Executive Director of the Company tendered his resignation with effect from February 02, 2023. Mr. Mahesh Shirodkar was associated with the Company as director for more than 13 years from March 17, 2009. The Board had expressed its sincere appreciation for the valuable contribution made by him during his tenure as Director of the Company.

2. Ms. Neha Mehta (DIN: 10039802) was appointed as an Additional, Independent Non-Executive Director of the Company w.e.f. February 04, 2023. The Members of the Company passed the Ordinary Resolution through Postal Ballot for the appointment of Ms. Neha Mehta as Non-Executive, Independent Director w.e.f. May 02, 2023.

c) CHANGE IN KEY MANAGERIAL PERSONNEL

The Nomination and Remuneration Committee periodically reviews career growth plan of senior management personnel who possess ability to build teams and nurture leaderships for future growth plans of the Company.

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

There was no change in the composition of the Board of Directors and Key Managerial Personnel during the year under review, except as stated above.

In the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, expertise 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 Company has devised the following Policies viz:

a) Policy for selection of Directors and determining Directors’ independence; and

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

The Policy for selection of Directors and determining Directors’ independence sets out the guiding principles for the Nomination and Remuneration Committee 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 members with diverse background and experience that are relevant for the Company’s operations. The aforesaid Policy is available on the Company’s website and can be accessed at https://www.crest.co.in/corporate-govemance.

The Remuneration Policy for Directors, Key Managerial Personnel and other Employees sets out the guiding principles for the Nomination and Remuneration Committee for recommending to the Board, the remuneration of the Directors, Key Managerial Personnel and other Employees of the Company. The aforesaid Policy is available on the Company’s website and can be accessed at https://www.crest.co.in/corporate-governance.

DECLARATION BY INDEPENDENT DIRECTORS

All 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 for Independent Directors 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 independent judgment and without any external influence.

BOARD AND COMMITTEE MEETINGS

During the year ended March 31, 2023, the Board met 7 (Seven) times i.e., April 11, 2022, April 29, 2022, May 26, 2022, July 23, 2022,August 12, 2022, November 11, 2022 and February 04, 2023.The gap between two meetings did not exceed one hundred and twenty days and the necessary quorum was present for all the meetings held during the year.

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

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board, the Committees of the Board 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 of Directors held on May 27, 2023 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 2022-23 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 Members 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.

The Independent Directors met on February 04, 2023 without the presence of other Directors or members of Management. All the Independent Directors were present at the meeting. In the meeting, Independent Directors reviewed the performance of Non-Independent Directors, the Board as a whole and the performance of the Chairman of the Company was evaluated, 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 Management and the Board. The Independent Directors expressed satisfaction with overall functioning of the Board.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors, to the best of their knowledge and ability, hereby confirms 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, 2023, 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 system to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

AUDITORS AND AUDITORS’ REPORT

a) STATUTORY AUDITORS

In compliance with the RBI Guidelines on appointment of statutory auditor(s) by NBFC vide Circular RBI/2021-22/25 Ref. No. DoS. CD.ARG/SEC.01/08.91.001/2021-22 dated April 27, 2021 (“RBI Guidelines”) and pursuant to Section 139(8)(i) of the Act M/s. MGB & Co. LLP, Chartered Accountants, Mumbai having Firm Registration Number 101169W/W-100035 were appointed as the Statutory Auditors of the Company for a term of 3 (three) consecutive years at the 40^th AGM held on September 24, 2022. Further, they have confirmed that they are not disqualified from continuing as the Statutory Auditors of the Company and also confirmed that they hold a valid peer review certificate as prescribed under SEBI Listing Regulations.

The Auditors’ Report for the financial year ended March 31, 2023, on the financial statements of the Company is a part of this Annual Report. The Auditors’ Report does not contain any adverse remark, qualification, reservation, or disclaimer remark.

b) SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors re-appointed CS Ajit Sathe, Proprietor of M/s. A.Y. Sathe and Co., Practicing Company Secretary (FCS: 2899/COP: 738) to conduct Secretarial Audit for the FY 2022-23.

a) Secretarial Audit Report

The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2023, is enclosed as “Annexure-C1” to this Report. The Report does not contain any qualification, reservation or adverse remark.

b) Annual Secretarial Compliance Report

The Company has undertaken an audit for the financial year ended March 31, 2023 for all applicable compliances as per SEBI Listing Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by CS Ajit Sathe has been submitted to the designated Stock Exchanges and is annexed with Secretarial Audit Report.

c) Secretarial Audit of Material Unlisted Subsidiary

Secretarial Audit of Material Unlisted Subsidiary, Crest Finserv Limited (“CFL’), a Material Subsidiary of the Company carried out Secretarial Audit for the FY 2022-23 pursuant to section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI Listing Regulations. The Secretarial Audit Report of CFL submitted by CS Ajit Sathe, Proprietor of M/s. A.Y. Sathe and Co., Practicing Company Secretary is attached as “Annexure-C2” to this Report and does not contain any qualification, reservation or adverse remark or disclaimer.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditor and the Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.

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 available on the website and can be accessed at https://www.crest.co.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 in respect of employees of the Company, is provided in “Annexure-D” to this Report.

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Managing Director of the Company did not receive any commission from the Company or any of its’ subsidiaries. Hence, disclosure pursuant to Section 197(14) of the Act is not applicable to the Company.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

Your Company believes in honest and ethical conduct from all the employees and others who are directly or indirectly associated with the Company.

Further, in compliance of the Act and Regulation 22 of SEBI Listing Regulations, the Company has adopted a Whistle Blower Policy. The Company’s vigil mechanism / Whistle Blower Policy 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 the Company’s code of conduct or ethics policy or Code of Conduct for Prevention of Insider Trading in the Company, Code of Fair Practices and Disclosure. The Policy also provides for adequate safeguards against victimization of Director(s)/ employee(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.

As required under Regulation 22 of the SEBI Listing Regulations, the Company has an effective Whistle Blower Policy in place to deal with the instances of fraud and mismanagement. This policy is available on the Company’s website and can be accessed at https://www.crest.co.in/corporate-governance.

The Audit Committee is also committed to ensure 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 2022-23, no cases under this mechanism were reported to the Company and/or to any of its subsidiaries.

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 workplace 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 and the Rules framed thereunder for prevention and redressal of complaints of sexual harassment at workplace.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

There were no cases reported during the FY 2022-23.

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 Securities and Exchange Board of India (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.co.in/corporate-govemance.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in “Annexure-E” attached to this Report.

DIRECTORS AND OFFICERS LIABILITY INSURANCE (“D&O POLICY”)

The Company has in place an appropriate Directors (including independent directors) and Officers Liability Insurance Policy (“D&O Policy”) which is renewed every year and that D&O Policy provides indemnity to all of its Directors, Senior and 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.

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 2022-23 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. The Company has duly complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, i.e., SS-1 and SS-2, relating to “Meetings of the Board of Directors” and “General Meetings”, respectively.

c. 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.

d. 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.

e. The Central Government has not prescribed the maintenance of cost records under Section 148 of the Act for the Company.

f. There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

g. 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.

h. 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 Reserve Bank of India, 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. customers, members, dealers, 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 members is also greatly valued. Your Directors look forward to your continuing support.

---

Mar 31, 2018

To the Members,

The Directors are pleased to present the Thirty Sixth Annual Report of your Company alongwith the Standalone and Consolidated Audited Financial Statements for the financial year ended March 31, 2018.

FINANCIAL RESULTS

The financial performance of the Company for the year ended March 31, 2018 is summarised below:

(Rs. in lacs)

	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Profit before finance costs, depreciation and tax	6,373.09	1,377.89	6,583.94	1,604.26
Finance Costs	799.57	926.05	799.57	926.34
Depreciation	113.75	48.61	131.64	70.84
Profit before tax	5,459.77	403.23	5,652.73	607.08
Provision for tax :
Current tax	1,205.00	73.50	1,265.69	196.19
MAT credit	(538.26)	(73.36)	(538.45)	(88.17)
Deferred tax	(116.60)	64.89	(99.11)	(23.58)
Income tax for earlier years	65.94	6.20	19.06	5.00
Profit for the year after tax	4,843.69	332.00	5,005.54	517.64
Share of profit from associates	-	-	4,467.78	3,373.48
Minority interest	-	-	(71.99)	(82.78)
Balance brought forward from previous year	704.96	439.37	12,065.45	8,323.52
Profit available for appropriation	5,548.65	771.37	21,466.78	12,131.86
Appropriations :
Special reserve	968.74	66.41	968.74	66.41
Final dividend on equity shares for the FY 2016-17	130.27	-	130.27	-
Tax on distributed profits	26.52	-	26.52	-
Balanced to be carried forward	4,423.12	704.96	20,341.25	12,065.45

RESULTS FROM OPERATIONS

A detailed discussion on the business performance and future outlook is included in the Management Discussion and Analysis.

CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“SEBI Listing Regulations”) and applicable provisions of Companies Act, 2013 (“the Act”), the Consolidated Financial Statements of the Company have been prepared in accordance with the applicable Accounting Standards and forms part of the Annual Report.

DIVIDEND AND RESERVES

During the year under review, your Directors are pleased to recommend a dividend of Rs.0.50 per share (i.e. 5%) on the face value of Rs.10 each (previous year Rs.0.50 per share (i.e. 5%)). The payment of dividend is subject to the approval of the Members which is being sought at the forthcoming Annual General Meeting and shall be paid to those Members whose name appear in the Register of Members of the Company as on August 27, 2018.

Your Directors recommend transferring of Rs.968.74 Lacs (previous year Rs.66.41 Lacs) to special reserve for the financial year 2017-18. SHARE CAPITAL

The paid up equity share capital as on March 31, 2018 is Rs.260,547,750/- divided into 26,054,775 Equity Shares of Rs.10/- each. The Company’s equity share capital is listed on the National Stock Exchange of India Limited (NSE) and BSE Limited. The shares are actively traded on BSE and NSE and have not been suspended from trading.

During the year under review, the Company has neither issued any shares with differential voting rights nor granted any stock options nor any sweat equity during the year under review.

Further, on June 15, 2018, the Company allotted 2,395,000 equity shares of Rs.10/- each at a premium of Rs.219.50 each by way of preferential issue on private placement basis.

FINANCE

Cash and cash equivalent as on March 31, 2018 was Rs.71.16 lacs. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters are kept under strict check by continuous monitoring.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The provisions of Section 186 of the Act pertaining to investment and lending activities is not applicable to the Company since the Company is an NBFC duly registered with the Reserve Bank of India. The details of loan given, investments made and guarantees and security provided during the financial year are furnished in the Notes to the financial statements.

SUBSIDIARIES AND ASSOCIATES

As on March 31, 2018, the Company has 7 subsidiaries, 7 associates and 1 joint venture company. There has been no material change in the nature of the business.

During the year under review, the Company has not set up any subsidiary Company. However, the Company has acquired a further stake of 10% in Crest Wealth Management Private Limited.

A statement containing salient features of the financial statement of subsidiaries is annexed to this report in Form AOC-1 as “Annexure A - Part A” and salient features of the financial statement of associate companies and joint venture company has been set out as “Annexure A - Part B”.

Disclosure pursuant to Section 197(14) of the Act is not applicable to the Company.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of each subsidiary are available on the website of the Company at www.crest.co.in.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the financial year 2017-18, the Company made a contribution towards CSR amounting to Rs.18.25 lacs. The CSR initiatives undertaken by the Company were mainly focused on providing homes to orphans, promoting health care including preventive health care, protection of national heritage, art, culture, promoting education and rural development projects.

A detailed list of the CSR contribution made, brief outline of the CSR policy is set out in “Annexure B” in the format prescribed in the Companies (Corporate Social Responsibility) Rules, 2014. For details regarding the composition of the CSR Committee and other information, please refer the Corporate Governance Report which forms part of this Report. The CSR policy of the Company can be accessed at the Company’s website at www.crest.co.in.

INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY

Information on the operational and financial performance, among others, are given in the Management Discussion and Analysis which is annexed to this report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place a robust internal financial control system, commensurate with the size of its operations and nature of its business activities. The Company has a standard operating procedure for various activities and operations and follows this standard operating procedure for its internal control procedures. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal financial control system in the Company, its compliance with operating systems, accounting procedures, application of the instructions and policies fixed by the senior management at all locations of the Company. The Audit Committee reviews the report on Internal Control submitted by the Internal Auditors on a quarterly basis.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All related party transactions entered by the Company during the financial year were on an arm’s length basis and were carried out in the ordinary course of business. There are no materially significant related party transactions made by the Company during the year under consideration with the Promoters, Directors or Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. All the related party transactions as required under Accounting Standard - 18 are reported in the Notes to the financial statements.

All related party transactions are placed before the Audit Committee and also before the Board for its approval. Prior approval of the Audit Committee is obtained on an annual basis specifying the upper ceiling as to the amount for transactions, nature of transaction, tenure which are of a repetitive nature. The transactions entered into pursuant to the prior approval so granted are placed before the Audit Committee and the Board of Directors on a quarterly basis for ratification.

The particulars as required under the Companies Act, 2013 are furnished in Form AOC - 2 which is annexed as “Annexure C” to this report.

RISK MANAGEMENT

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the Risk Management Policy for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its efficiency. The policy is available on the Company’s website at www.crest.co.in.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

As required under Regulation 22 of the SEBI Listing Regulations, the Company has an effective Whistle Blower Policy in place to deal with the instances of fraud and mismanagement. The details of the policy are enumerated in the Corporate Governance Report. The policy is available on the Company’s website at www.crest.co.in.

The policy provides for adequate safeguard against the victimisation of the employees. The Vigil Mechanism is overseen by the Audit Committee.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy on Prevention of Sexual Harassment in line with the requirements of Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. There were no cases reported during the financial year 2017-18.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) a) APPOINTMENT:

During the year under review, Mr. Vijay Choraria, Managing Director (DIN: 00021446) was reappointed for a period of 5 years with effect from September 01, 2017.

b) RETIREMENT BY ROTATION:

In terms of the provisions of Section 152(6) of the Act, Mr. Mahesh Shirodkar, Non Executive Director (DIN: 00897249), retires by rotation at the forthcoming Annual General Meeting, and being eligible offers himself for re-appointment. In accordance with Regulation 36 of the SEBI Listing Regulations and Secretarial Standard - 2 on General Meetings, brief profile of the Director to be re-appointed is included in the Notice which forms part of this Annual Report.

There was no change in the composition of Board structure of the Company during the year under review.

c) 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. Mr. Parag Shah - Chief Financial Officer

3. Ms. Manasi Modak - Company Secretary and Compliance Officer

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have furnished the declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

BOARD AND COMMITTEE MEETINGS

During the year ended March 31, 2018, the Board met 5 (five) times and the gap between two Board Meetings did not exceed 120 days and atleast one meeting has been held in each Quarter. Details of the Board Meetings and Meetings of its Committees are furnished in the Corporate Governance Report.

BOARD’S EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by SEBI Listing Regulations, the Board has framed an Evaluation Policy for evaluating the performance of the Board, Chairman, Managing Director, Independent Directors, Non - Executive Directors and its Committees. Based on the same, the Board carried out an annual evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, CSR Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report. A meeting of the Independent Directors was held during the year under review.

The Policy inter alia provides the criteria for performance evaluation such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking, corporate governance practices, contribution of the Committees to the Board in discharging its functions, etc. and is available on the website of the Company at www.crest.co.in.

TRAINING IMPARTED TO THE INDEPENDENT DIRECTORS

As required under Regulation 25(7) of the SEBI Listing Regulations, every Independent Director of the Board is familiarised by the Executive Directors/ Senior Managerial Personnel about the Company’s strategy, operations, organisation structure, human resources, quality, finance and risk management.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/ her role, functions, duties and responsibilities as a director. The terms and conditions of letter of appointment is available on the Company’s website at www.crest.co.in.

POLICIES OF THE COMPANY

The Company is determined in maintaining a good corporate governance practice and has a robust system for smooth and effective functioning of the Board. Various policies have been framed by the Board of Directors as required under the Companies Act, 2013 and SEBI Listing Regulations in order to follow a uniform system of procedures. These policies are periodically reviewed and updated by the Board of Directors of the Company from time to time. Following are some of the major policies adopted by the Company:

1. Code for Insider Trading Policy

2. Corporate Social Responsibility (CSR) Policy

3. Nomination & Remuneration Policy

4. Policy for determining material subsidiary

5. Policy on Related Party Transactions

6. Whistle Blower Policy

7. Document Retention and Archival Policy

8. Code for Directors and Senior Managerial Personnel

The aforementioned policies are available on the website of the Company and can be accessed at www.crest.co.in.

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, 2018 and of the profit and loss 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 Companies Act, 2013 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;

vi. The directors have devised proper system to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

STATUTORY AUDITORS

M/s. Pathak H.D. & Associates, Chartered Accountants (Firm Registration Number - 107783W) were appointed as the Statutory Auditors of the Company at the 35th AGM held on August 11, 2017 to hold office for a period of 5 years i.e. till the conclusion of 40th AGM, subject to ratification by the Members at every Annual General Meeting held thereafter.

However, the requirement of ratification of appointment of Statutory Auditors in every Annual General Meeting has been omitted under the Companies (Amendment) Act, 2017 which is effective from May 7, 2018. Accordingly, the Board at its meeting held on May 16, 2018 has decided not to place the ratification before the Members of the Company at the 36th Annual General Meeting.

The Company has received written consent and certificate of eligibility pursuant to the provisions of Sections 139, 141 and other applicable provisions of the Act and rules framed thereunder (including any statutory modification or re-enactment thereof for the time being in force) from M/s. Pathak H.D. & Associates, Chartered Accountants. Further, M/s. Pathak H.D. & Associates, Chartered Accountants, have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under the SEBI Listing Regulations.

The Auditors’ Report for the financial year ended March 31, 2018 on the financial statements of the Company is a part of this Annual Report. The Auditors’ Report does not contain any adverse remark, qualification or reservation.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors in its meeting re-appointed CS Ajit Sathe, Proprietor of M/s. A. Y. Sathe and Co., Practicing Company Secretaries (FCS: 2899/ COP: 738) to carry out the audit of secretarial records of the Company. The consent of the Secretarial Auditor to undertake the secretarial audit for the financial year ended March 31, 2018 has been received by the Company.

The Secretarial Audit Report for the financial year ended March 31, 2018 is set out in “Annexure D” to this report. The Secretarial Audit Report does not contain any adverse remark, reservation or qualification.

CORPORATE GOVERNANCE

In compliance with Regulations 17 to 27 and 34 read with Schedule V of SEBI Listing Regulations, as applicable, the Corporate Governance Report is annexed and forms part of the Annual Report. The report is duly certified by the Statutory Auditors of the Company.

EXTRACT OF THE ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Act, the extract of the Annual Return is given in the prescribed Form MGT - 9 and is set out in “Annexure E”.

PARTICULARS OF EMPLOYEES

The disclosures required pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is provided in “Annexure F” to this report.

During the year under review, the Company does not have any employee who is drawing a remuneration of Rs.10,200,000/- per annum or Rs.850,000/- per month as stipulated in the Act and the rules made thereunder. Hence, disclosures required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have not been provided.

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

The particulars regarding Conservation of Energy and Technology Absorption are not furnished since the Company is not a manufacturing entity.

During the financial year under review, the Company did not have any foreign exchange earnings however, the foreign exchange outgo during the year under review was Rs.2,733,750/-. The details of the foreign exchange expenditure is provided at note number 28 of the Notes to the Standalone Financial Statements which forms part of the audited annual accounts.

OTHER DISCLOSURES

a. During the year under review, the Company has not accepted any deposits which would be covered under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modifitcation(s) or re-enactment(s) thereof for the time being in force);

b. The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings;

c. The Statutory auditors and the Secretarial auditors of the Company have not reported any instances of fraud or irregularities as specified under Section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014;

d. 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;

e. Maintenance of cost records u/s 148 of the Act is not required for the company.

f. The Company does not have any scheme or provision of money for the purchase of or subscription to its own shares by the employees/ Directors or by trustees for the benefit of the employees/ Directors.

ACKNOWLEDGEMENT

Your Directors wish to place on record the appreciation and values the dedicated efforts and contribution made by the employees at all levels. The Directors also wish to place on record their word of sincere appreciation to the bankers and financial institutions, the investors, the vendors, the customers and all other business associates for their continued support.

For and on behalf of the Board of Directors

Place : Mumbai Vasudeo Galkar

Date : August 11, 2018 Chairman

DIN:00009177

---

Mar 31, 2017

To the Members,

The Directors are pleased to present the Thirty Fifth Annual Report of your Company along with the Standalone and Consolidated Audited Financial Statements for the financial year ended March 31, 2017.

FINANCIAL RESULTS

The financial performance of the Company for the year ended March 31, 2017 is summarized below:

(Rs, in lacs)

	Standalone		Consolidated
	2016-17	2015-16	2016-17	2015-16
Profit before finance costs, depreciation and tax	1,377.89	1,754.96	1,604.26	1,953.58
Less: Finance costs	926.05	858.84	926.34	858.84
Less: Depreciation	48.61	82.99	70.84	98.61
Profit/(Loss) before tax	403.23	813.13	607.08	996.13
Less: Provision for tax
Current tax	73.50	155.00	196.19	231.39
MAT credit	(73.36)	(152.19)	(88.17)	(151.37)
Deferred tax	64.89	(204.69)	(23.58)	(221.64)
Income tax for earlier years	6.20	-	5.00	2.70
Profit for the year after tax	332.00	1,015.01	517.64	1135.05
Share of profit from associates	-	-	3,373.48	2,584.85
Minority interest	-	-	(82.78)	(1.31)
Balance brought forward from previous year	439.37	4,813.73	8,323.52	6,815.26
Profit available for appropriation	771.37	5828.76	12,131.86	10,533.84
Appropriations:
Adjusted on amalgamation	-	(5,081.36)	-	(1,902.29)
Special reserve	(66.41)	(203.01)	(66.41)	(203.01)
Proposed dividend on equity shares	-	(86.85)	-	(86.85)
Tax on distributed profits	-	(18.17)	-	(18.17)
Balanced to be carried forward	704.96	439.37	12,065.45	8,323.52

RESULTS FROM OPERATIONS

A detailed discussion on the business performance and future outlook is included in the Management Discussion and Analysis which forms part of the Directors’ Report.

CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“SEBI Listing Regulations”) and applicable provisions of Companies Act, 2013 (“the Act”), the Consolidated Financial Statements of the Company have been prepared in accordance with the applicable Accounting Standards and forms part of the Annual Report.

DIVIDEND AND RESERVES

During the year under review, your Directors are pleased to recommend a dividend of Rs,0.50 per share (i.e. 5%) on the face value of Rs,10 each (previous year Rs,0.50 per share (i.e. 5%)). The dividend payout will aggregate to Rs,130.27 Lacs (previous year Rs,86.85 Lacs) and the tax on distributed profits payable by the Company would amount to Rs,25.81 Lacs (previous year Rs,18.17 Lacs). The payment of dividend is subject to the approval of the Members which is being sought at the forthcoming Annual General Meeting and shall be paid to those Members whose name appear in the Register of Members of the Company as on August 03, 2017.

Your Directors recommend transferring of Rs,66.41 Lacs (previous year Rs,203.01 Lacs) to special reserve for the financial year 2016-17. SHARE CAPITAL

During the year under review, the Company made a rights issue to its shareholders in the ratio of 1:2. Accordingly, 86,84,775 fully paid up equity shares of Rs,10 each were allotted on a rights basis at a price of Rs,50 per equity share (including a share premium of Rs,40 per equity share) on October 20, 2016. The paid up Equity Share Capital as on March 31, 2017 was Rs,26.05 Crores. The Rights Issue shares have been listed on BSE and NSE w.e.f. October 25, 2016.

The Company has neither issued any shares with differential voting rights nor granted any stock options nor any sweat equity during the year under review.

FINANCE

Cash and cash equivalents as on March 31, 2017 was Rs,122.38 lacs. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters are kept under strict check by continuous monitoring.

DEPOSITS

The Company has not accepted any deposits which would be covered under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modifitcation(s) or re-enactment(s) thereof for the time being in force).

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The provisions of Section 186 of the Act pertaining to investment and lending activities are not applicable to the Company since the Company is an NBFC duly registered with the Reserve Bank of India. The details of loan given, investments made, guarantee and security provided during the financial year are disclosed in the Notes to the financial statements.

SUBSIDIARIES AND ASSOCIATES

As on March 31, 2017, the Company has 7 subsidiaries, 7 associates and 1 joint venture. There has been no material change in the nature of the business.

During the year under review, Crest Capital and Investment Private Limited was incorporated as a wholly owned subsidiary on September 16, 2016.

Further, the Company has increased its stake in Escort Developers Private Limited on March 31, 2017 from the existing 50% to 100% resulting into its becoming a wholly owned subsidiary company.

A statement containing salient features of the financial statement of subsidiaries is annexed to this report in Form AOC-1 as “Annexure A - Part A” and salient features of the financial statement of associate companies has been set out as “Annexure A -Part B”.

Disclosure pursuant to Section 197(14) of the Act is not applicable to the Company.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of each subsidiary are available on the website of the Company www.crest.co.in.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the financial year 2016-17, the Company made a contribution towards CSR amounting to Rs,15.50 lacs. The CSR initiatives undertaken by the Company were mainly focused on providing homes to orphans, promoting health care including preventive health care, promoting education and rural development projects.

A detailed list of the CSR contribution made, brief outline of the CSR policy is set out in “Annexure B” in the format prescribed in the Companies (Corporate Social Responsibility) Rules, 2014. For details regarding the composition of the CSR Committee and other information, please refer the Corporate Governance Report which forms part of this Report. The CSR policy of the Company can be accessed on the Company’s website at www.crest.co.in.

INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY

Information on the operational and financial performance, among others, are given in the Management Discussion and Analysis which is annexed to this report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place a robust internal financial control system, commensurate with the size of its operations and nature of its business activities. The Company has a standard operating procedure for various activities and operations and follows this standard operating procedure for its internal control procedures. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal financial control system in the Company, its compliance with operating systems, accounting procedures, application of the instructions and policies fixed by the senior management at all locations of the Company. The Audit Committee reviews the report on Internal Control submitted by the Internal Auditors on a quarterly basis.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All related party transactions entered by the Company during the financial year were on an arm’s length basis and were carried out in the ordinary course of business. There are no materially significant related party transactions made by the Company during the year under consideration with the Promoters, Directors or Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. All the related party transactions as required under Accounting Standard - 18 are reported in the Notes to the financial statements.

All related party transactions are placed before the Audit Committee and also before the Board for its approval. Prior approval of the Audit Committee is obtained on an annual basis specifying the upper ceiling as to the amount for transactions, nature of transaction, tenure which are of a repetitive nature. The transactions entered into pursuant to the prior approval so granted are placed before the Audit Committee and the Board of Directors on a quarterly basis.

The particulars as required under Section 188 of the Act are furnished in Form AOC - 2 which is annexed as “Annexure C” to this report.

RIGHTS ISSUE PROCEEDS

During the year under review, the Company raised funds through rights issue primarily for investing in Kara Property Ventures, Onward Lending and General Corporate purposes. The proceeds raised from the rights issue have been utilized for the objects stated in the rights issue offer document. In compliance with Regulation 32 of the SEBI Listing Regulations, a statement of utilization of the rights issue proceeds was placed before the Audit Committee on a quarterly basis for its review.

RISK MANAGEMENT

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the Risk Management Policy for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its efficiency. The policy is available on the Company’s website at www.crest.co.in.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

As required under Regulation 22 of the SEBI Listing Regulations, the Company has an effective Whistle Blower Policy in place to deal with the instances of fraud and mismanagement. The details of the policy are enumerated in the Corporate Governance Report. The policy is available on the Company’s website at www.crest.co.in.

The policy provides for adequate safeguard against the victimization of the employees. The Vigil Mechanism is overseen by the Audit Committee.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy on Prevention of Sexual Harassment in line with the requirements of Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. There were no cases reported during the financial year 2016-2017.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

a) RETIREMENT BY ROTATION

In terms of the provisions of Section 152(6) of the Act, Mr. Vijay Choraria, Managing Director (DIN: 00021446), retires by rotation at the forthcoming Annual General Meeting, and being eligible offers himself for re-appointment. In accordance with Regulation 36 of the SEBI Listing Regulations and Secretarial Standard - 2 on General Meetings, brief profile of the Director to be re-appointed is included in the Notice which forms part of this Annual Report.

The service contract to be entered into with Mr. Vijay Choraria for his appointment as a Managing Director is for a term of five years commencing from September 01, 2012 to August 31, 2017. Upon the recommendation of the Nomination and Remuneration Committee, the Board of Directors re-appointed Mr. Vijay Choraria as the Managing Director for a further term of five consecutive years beginning from September 01, 2017 to August 31, 2022. This re-appointment is subject to the approval of shareholders and accordingly separate Special Resolution is included in the Notice of Annual General Meeting for his re-appointment.

b) APPOINTMENT AND RESIGNATION OF KEY MANAGERIAL PERSONNEL(KMP)

During the year under review, Mr. Vishal Mehta ceased to be the Chief Financial Officer of the Company w.e.f. May 13, 2016 and Mr. Arvind Jain was appointed as the Chief Financial Officer of the Company w.e.f. May 14, 2016.

Further, Mr. Arvind Jain resigned as the Chief Financial Officer of the Company w.e.f. November 30, 2016 and Mr. Parag Shah was appointed as the Chief Financial Officer of the Company w.e.f. December 01, 2016.

Also, Mr. Rohan Gavas ceased to be the Company Secretary & Compliance Officer of the Company w.e.f. April 13, 2016 and Ms. Manasi Modak was appointed in his place as the Company Secretary and Compliance Officer of the Company w.e.f. May 14, 2016.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have furnished the declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act.

BOARD AND COMMITTEE MEETINGS

During the year ended March 31, 2017, the Board met 8 (eight) times and the gap between two Board Meetings did not exceed 120 days and at least one meeting has been held in each Quarter. Details of the Board Meetings and Meetings of its Committees are furnished in the Corporate Governance Report.

BOARD’S EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by SEBI Listing Regulations, the Board has framed an Evaluation Policy for evaluating the performance of the Board, Chairman, Managing Director, Executive Directors, Independent Directors, Non - Executive Directors and its Committees. Based on the same, the Board carried out an annual evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, CSR Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report. A meeting of the Independent Directors was held during the year under review.

The Policy inter alia provides the criteria for performance evaluation such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking, corporate governance practices, contribution of the Committees to the Board in discharging its functions, etc. and is available on the website of the Company at www.crest.co.in.

TRAINING IMPARTED TO THE INDEPENDENT DIRECTORS

As required under Regulation 25(7) of the SEBI Listing Regulations, every Independent Director of the Board is familiarized by the Executive Directors/ Senior Managerial Personnel about the Company’s strategy, operations, organization structure, human resources, quality, finance and risk management.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/ her role, functions, duties and responsibilities as a director. The terms and conditions of letter of appointment is available on the Company’s website at www.crest.co.in.

POLICIES OF THE COMPANY

The Company is determined in maintaining a good corporate governance practice and has a robust system for smooth and effective functioning of the Board. Various policies have been framed by the Board of Directors as required under the Companies Act, 2013 and SEBI Listing Regulations in order to follow a uniform system of procedures. These policies are periodically reviewed and updated by the Board of Directors of the Company from time to time. Following are some of the major policies adopted by the Company:

1. Code for Insider Trading Policy

2. Corporate Social Responsibility (CSR) Policy

3. Nomination & Remuneration Policy

4. Policy for determining material subsidiary

5. Policy on Related Party Transactions

6. Whistle Blower Policy

7. Document Retention and Archival Policy

8. Code for Directors and Senior Managerial Personnel

The aforementioned policies are available on the website of the Company and can be accessed at www.crest.co.in.

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 have selected 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, 2017 and of the profit and loss 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 Companies Act, 2013 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;

vi. The directors have devised proper system to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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 operations.

STATUTORY AUDITORS

M/s. Chaturvedi & Shah (Firm Registration Number - 101720W), Chartered Accountants, Mumbai were appointed as the Statutory Auditors of the Company, on yearly basis, in compliance with the provisions of the Companies Act, 1956, at the Annual General Meeting (“AGM”) of the Company held on September 30, 2006 till the commencement of the Act.

Consequently, in compliance with Section 139(2) of the Act, M/s. Chaturvedi & Shah, Chartered Accountants, were appointed as the Statutory Auditors of the Company, at the 32^nd AGM, held on September 25, 2014, to hold office for a period of 3 years.

Pursuant to this, M/s. Chaturvedi & Shah, Chartered Accountants, shall hold office till the conclusion of Thirty Fifth AGM of the Company and in view of the completion of the term of 3 years, are not further eligible to be re-appointed as the Statutory Auditors of the Company in the ensuing AGM of the Company.

The Board of Directors, based on the recommendation of the Audit Committee, has recommended appointment of M/s. Pathak H D & Associates (Firm Registration Number - 107783W), Chartered Accountants as the Statutory Auditors of the Company for a term of five consecutive years, from the conclusion of Thirty Fifth AGM of the Meeting scheduled to be held in the year 2017 till the conclusion of the Fortieth Annual General Meeting to be held in the year 2022, for the approval of the shareholders, subject to the ratification of their appointment by the shareholders of the Company at every AGM held thereafter.

The Company has received written consent and certificate of eligibility pursuant to the provisions of Sections 139, 141 and other applicable provisions of the Act and rules framed there under (including any statutory modification or re-enactment thereof for the time being in force) from M/s. Pathak H D & Associates, Chartered Accountants. Further, M/s. Pathak H D & Associates, Chartered Accountants, have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under the SEBI Listing Regulations.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors in its meeting re-appointed CS Ajit Sathe, Proprietor of M/s. A. Y. Sathe & Co., Practicing Company Secretaries (FCS: 2899 / COP: 738) to carry out the audit of secretarial records of the Company. The consent of the Secretarial Auditor to undertake the secretarial audit for the financial year 2017-18 has been received by the Company.

AUDITORS’ REPORT AND SECRETARIAL AUDIT REPORT

The Auditors’ Report and Secretarial Audit Report do not contain any adverse remarks, qualifications or observations.

The Auditors’ Report for the financial year ended March 31, 2017 on the financial statements of the Company forms part of this report.

Further, the Secretarial Audit Report for the financial year ended March 31, 2017 is set out in “Annexure D” to this report. DETAILS OF FRAUD REPORTED BY THE AUDITORS

The Statutory auditors and the Secretarial auditors of the Company have not reported any instances of fraud or irregularities as specified under Section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is not engaged in any manufacturing activities and therefore, no particulars are required to be disclosed under the Rule 8(3) of the Companies (Accounts) Rules, 2014, in respect of conservation of energy and technology absorption.

Further, there were no foreign exchange earnings and outgo during the year under review.

CORPORATE GOVERNANCE

In compliance with Regulations 17 to 27 and 34 read with Schedule V of SEBI Listing Regulations, as applicable, the Corporate Governance Report is annexed and forms part of the Annual Report. The report is duly certified by the Statutory Auditors of the Company.

EXTRACT OF THE ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Act, the extract of the Annual Return is given in the prescribed Form MGT - 9 and is set out in “Annexure E”.

PARTICULARS OF EMPLOYEES

The 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 in respect of employees of the Company, is provided as “Annexure F” to this report.

During the year under review, the Company does not have any employee who is drawing a remuneration of ''10,200,000/- per annum or '' 850,000/- per month as stipulated in the Act and the rules made there under. Hence, disclosures required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have not been provided.

ACKNOWLEDGEMENT

Your Directors wish to place on record the appreciation and values the dedicated efforts and contribution made by the employees at all levels. The Directors also wish to place on record their word of sincere appreciation to the bankers and financial institutions, the investors, the vendors, the customers and all other business associates for their continued support.

For and on behalf of the Board of Directors

Place : Mumbai Vasudeo Galkar

Date : July 07, 2017 Chairman

DIN:00009177

---

Mar 31, 2016

To the Members,

The Directors are pleased to present the Thirty Fourth Annual Report of your Company along with the Standalone and Consolidated Audited Financial Statements for the financial year ended March 31, 2016.

FINANCIAL RESULTS

The financial performance of the Company for the year ended March 31, 2016 is summarized below:

(Rs, in lacs)

	Standalone		Consolidated
	2015-16	2014-15	2015-16	2014-15
Profit before finance costs, depreciation and tax	1,754.96	2,102.44	1,953.58	904.25
Finance costs	(858.84)	(686.43)	(858.84)	(709.89)
Depreciation	(82.99)	(15.18)	(98.61)	(252.46)
Profit / (loss) before tax	813.13	1,400.83	996.13	(58.10)
Provision for tax	-	-	-	-
Current tax	(155.00)	(301.00)	(231.39)	(507.53)
MAT credit	152.19	-	151.37	(0.20)
Deferred tax	204.69	3.72	221.64	61.19
Profit / (loss) for the year after tax	1,015.01	1,103.55	1,137.75	(504.64)
Income tax for earlier years	-	(3.73)	(2.70)	(4.05)
Share of profit from associates	-	-	2,584.85	2,767.56
Minority interest	-	-	(1.31)	(26.04)
Balance brought forward from previous year	4,813.73	4,039.50	6,815.27	4,974.35
Profit available for appropriation	5,828.74	5,139.32	10,533.86	7,207.18
Appropriations:
Adjusted on amalgamation	(5,081.35)	-	(1,902.30)	-
Depreciation adjusted as per Revised Schedule II of the Companies Act, 2013	-	(0.60)	-	(43.34)
Special reserve	(203.01)	(219.97)	(203.01)	(219.97)
Proposed dividend on equity shares	(86.85)	(86.85)	(86.85)	(86.85)
Tax on distributed profits	(18.17)	(18.17)	(18.17)	(41.75)
Balanced to be carried forward	439.36	4,813.73	8,323.53	6,815.27

RESULTS FROM OPERATIONS

A detailed discussion on the business performance and future outlook is included in the Management Discussion and Analysis which forms part of the Directors’ Report.

DIVIDEND AND RESERVES

During the year under review, your Directors are pleased to recommend a dividend of Rs,0.50 per share (5%) on the face value of Rs,10 each (previous year Rs,0.50 per share (5%)). The dividend payout will aggregate to Rs,86.85 lacs (previous year Rs,86.85 lacs) and the tax on distributed profits payable by the Company would amount to Rs,18.17 lacs (previous year Rs,18.17 lacs). The payment of dividend is subject to the approval of the Members which is being sought at the forthcoming Annual General Meeting and shall be paid to those Members whose name appear in the Register of Members of the Company as on July 30, 2016.

Your Directors recommend transferring of Rs,203.01 lacs to special reserve for the financial year 2015-16.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2016 was Rs,1,737 lacs. During the year under review, the Company has neither issued any shares with differential voting rights nor granted any stock options nor any sweat equity.

The Company has increased its authorized share capital from Rs,1,750 lacs to Rs,5,550 lacs during the financial year under review, which consists of authorized equity and preference share capital. The Shareholders have approved this by means of postal ballot.

Except Mr. Vijay Choraria, Managing Director of the Company who holds 944,435 equity shares in the Company, none of the other Directors or Key Managerial Personnel of the Company hold shares in the Company.

FINANCE

Cash and cash equivalents as on March 31, 2016 was Rs,286.80 lacs. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters are kept under strict check by continuous monitoring.

DEPOSITS

The Company has not accepted any deposits which would be covered under Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014-

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The provisions of Section 186 of the Act pertaining to investment and lending activities is not applicable to the Company since the Company is an NBFC whose principal business is acquisition of securities. The particulars of guarantee provided during the financial year are given in the Notes to the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All related party transactions entered by the Company during the financial year were on an arm’s length basis and were carried out in the ordinary course of business. There are no materially significant related party transactions made by the Company during the year under consideration with the Promoters, Directors or Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. All the related party transactions as required under Accounting Standard - 18 are reported in the Notes to the financial statements.

All related party transactions are placed before the Audit Committee and also before the Board for its approval. Prior approval of the Audit Committee is obtained on an annual basis specifying the upper ceiling as to the amount for transactions which are of a repetitive nature. The transactions entered into pursuant to the prior approval so granted are placed before the Audit Committee and the Board of Directors on a quarterly basis.

In accordance with the Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a Policy on Materiality of Related Party Transactions and a Policy on Dealing With Related Parties. The policy is available on the Company’s website at www.crest.co.in. The particulars as required under the Companies Act, 2013 are furnished in Form AOC - 2 which is annexed as “Annexure A” to this report.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of Section 135 of the Companies Act, 2013, the Board of Directors of the Company has constituted a Corporate Social Responsibility (CSR) Committee. At present, following are the members of the Committee:

1. Mr. Vasudeo Galkar - Chairman

2. Mr. Vijay Choraria - Member

3. Mr. Rajeev Sharma - Member

During the year, the Company undertook a number of CSR initiatives which mainly focused on eradicating hunger, poverty, malnutrition, women empowerment, promoting education and rural development projects. In this connection, the Company during the year under consideration spent an amount of Rs,11.50 lacs. A detailed list of the CSR contribution made is annexed herewith as “Annexure B” and the CSR policy of the Company is uploaded on the Company’s website at www.crest.co.in.

INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY

Information on the operational and financial performance, among others, are given in the Management Discussion and Analysis which is annexed to this report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an internal control system, commensurate with the size of its operations and nature of its business activities. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. The Company’s Internal Auditors submit quarterly reports which are placed before the Audit Committee.

RISK MANAGEMENT

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the Risk Management Policy for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its efficiency. The policy is available on the Company’s website at www.crest.co.in.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

As required under Regulation 22 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has an effective Whistle Blower Policy to deal with the instances of fraud and mismanagement. The details of the policy are enumerated in the Corporate Governance Report. The policy is available on the Company’s website at www.crest.co.in.

The policy provides for adequate safeguard against the victimization of the employees. The Vigil Mechanism is overseen by the Audit Committee.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary ,trainees) are covered under this policy. There were no cases reported during the financial year ended March 31, 2016.

SUBSIDIARIES AND ASSOCIATES

The salient features of the financial statement of subsidiaries is annexed to this report as “Annexure C - Part A”.

The salient features of the financial statement of associate companies is annexed to this report as “Annexure C - Part B”.

Through the Composite Scheme of Amalgamation, ITI Securities Limited, subsidiary of ITI Capital Holdings Private Limited, merged with ITI Capital Holdings Private Limited from appointed date April 01, 2014 and through the same scheme, the amalgamated ITI Capital Holdings Private Limited, our subsidiary Company merged with the Company from appointed date April 02, 2014. The Hon’ble Bombay High Court on November 30, 2015 approved the Scheme and the Company merged on filing the documents with Registrar of Companies on December 07, 2015 and December 08, 2015.

Disclosures pursuant to Section 197(14) of Companies Act 2013 are not applicable to the Company.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company, prepared in accordance with the Companies Act, 2013 and applicable Accounting Standards issued by the Institute of Chartered Accountants of India forms part of this Annual Report.

Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of each subsidiary are available on the website of the Company www.crest.co.in.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) a) RETIREMENT BY ROTATION

In terms of the provisions of Section 152(6) of the Companies Act, 2013, Mr. Mahesh Shirodkar, Director (DIN: 00897249), retires by rotation at the forthcoming Annual General Meeting, and being eligible offers himself for re-appointment. In accordance with Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable provisions of the Companies Act, 2013, brief profile of the Director to be re-appointed is included in the Notice which forms part of this Annual Report.

b) APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Mr. Rajeev Sharma was appointed as an Additional Independent Director w.e.f. November 02, 2015 to hold office until the next Annual General Meeting. His confirmation as Independent Director at the ensuing AGM is recommended.

Ms. Manasi Modak was appointed as the Company Secretary and Mr. Arvind Jain was appointed as the Chief Financial Officer of the Company both w.e.f. May 14, 2016.

c) RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Mr. Rohan Gavas resigned as the Company Secretary of the Company w.e.f. April 13, 2016, Mr. Vishal Mehta resigned as the Chief Financial Officer of the Company w.e.f. May 13, 2016 and Mr. Manish Goswami resigned as Director w.e.f. August 07, 2015.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have furnished the declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

BOARD AND COMMITTEE MEETINGS

During the year ended March 31, 2016, the Board met 5 (five) times and the gap between two Board Meetings did not exceed 120 days and at least one meeting has been held in each Quarter. Details of the Board Meetings and Meetings of its Committees are given in the Corporate Governance Report.

BOARD’S EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Board has framed an Evaluation Policy for evaluating the performance of the Board, Chairman, Managing Director, Executive Directors, Independent Directors, Non - Executive Directors and its Committees. Based on the same, the Board carried out an annual evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, CSR Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report. A meeting of the Independent Directors was held during the year under review.

The Policy, inter alia, provides the criteria for performance evaluation such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking, corporate governance practices, contribution of the Committees to the Board in discharging its functions, etc.

TRAINING IMPARTED TO THE INDEPENDENT DIRECTORS

As required under Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, every new Independent Director of the Board is familiarized by the Executive Directors/ Senior Managerial Personnel about the Company’s strategy, operations, organization structure, human resources, quality, finance and risk management.

Further, at the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/ her role, functions, duties and responsibilities as a director. The terms and conditions of letter of appointment is available on the Company’s website at www.crest.co.in.

POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS OR INFORMATION

As required under Regulation 30(4)(ii) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated the Policy for Determination of Materiality of Events or Information and has placed on the website of the Company at www.crest.co.in.

POLICY FOR DETERMINATION OF MATERIAL SUBSIDIARIES

As required under Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated the Policy for Determination of Material Subsidiaries and has placed it on the website of the Company at www.crest.co.in.

COMPANY’S REMUNERATION POLICY

Pursuant to applicable Regulations of the SEBI Listing Regulations and Section 178 (3) of the Companies Act, 2013, the Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and fixing their remuneration. The Remuneration Policy is provided in the Corporate Governance Report, which forms part of this Annual Report and has also been hosted on the website of the Company at www.crest.co.in.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors 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. They had in consultation with Statutory Auditors, 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, 2016 and of the profit of the Company for the year ended on that date;

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. They have prepared the annual accounts on a ‘going concern’ basis;

v. They have laid down internal financial controls, which are adequate and operating effectively;

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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 operations.

STATUTORY AUDITORS

The Members at the Thirty Second Annual General Meeting approved the appointment of M/s. Chaturvedi and Shah, Chartered Accountants (Firm Registration No. 101720W), as Statutory Auditors of the Company under Section 139 of the Companies Act, 2013 to hold office for a period of three years from the conclusion of Thirty Second Annual General Meeting till the conclusion of the Thirty Fifth Annual General Meeting to be held in the year 2017 subject to ratification by the Shareholders at each Annual General Meeting.

M/s. Chaturvedi and Shah, Chartered Accountants have confirmed that they continue to be eligible to act as Auditors of the Company under Section 141 of the Companies Act, 2013 and the Rules framed there under. As required by the Companies Act,

2013, the Members are requested to ratify their appointment as Statutory Auditors for the financial year 2016-17.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed CS Ajit Sathe, Proprietor of M/s. A.Y. Sathe and Co., Practicing Company Secretary (FCS: 2899 / COP: 738) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year 2015-16 forms part as “Annexure D” to this Report.

STATUTORY AND SECRETARIAL AUDITOR OBSERVATION

The Statutory Auditors of the Company have not reported any fraud as specified under the Second provision of Section 143 (12) of the Companies Act, 2013 (including any Statutory modification(s) or re-enactment(s) for the time being in force).

There are no adverse remarks, observations or disclaimer remarks by the Statutory Auditors.

However, the Secretarial Auditors have made certain observations to which our reply is as follows:

Sr. No.	Observations	Reply
1.	In certain instances it was found that Forms MGT-14, which were required to be filed with Registrar of Companies in connection with resolutions passed for borrowings made during financial year 2015-16, have not been filed.	The Company had duly appointed a Company Secretary to perform these duties. However, it appears from Audit that the forms inadvertently remained to be filed. The Company will take due steps for filing the necessary forms immediately.
2.	During the period from August 07, 2015 to November 02, 2015 the Audit Committee had Two (2) Members instead of the requirement of having Three (3) Members.	Mr. Manish Goswami, Independent Director resigned as director w.e.f. August 07, 2015. Accordingly, he resigned from all the board committees w.e.f even date. It took some time for the Company to identify new candidate who may be appointed as Independent Director and the new director, Mr. Rajeev Sharma, was appointed by way of a resolution passed by circulation w.e.f. November 02, 2015. Accordingly, the Company has re-constituted the committee on November 02, 2015 with Mr. Rajeev Sharma as its member.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is not engaged in any manufacturing activities and therefore, no particulars are required to be disclosed under the Rule 8(3) of the Companies (Accounts) Rules, 2014, in respect of conservation of energy and technology absorption.

Further, there were no foreign exchange earnings and outgo during the year under review.

CORPORATE GOVERNANCE

In compliance with Regulations 17 to 27 and 34 read with Schedule V of SEBI Listing Regulations, as applicable, the Corporate Governance Report is annexed and forms part of the Annual Report. The report is duly certified by the Statutory Auditors of the Company.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT - 9 is annexed herewith as “Annexure E”. PARTICULARS OF EMPLOYEES

The disclosures required pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is provided as “Annexure F” to this report.

Further disclosure under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company.

PERSONNEL

The relations between the employees’ and the management of your Company continue to be cordial.

ACKNOWLEDGEMENT

Your Directors wish to place on record the appreciation of the dedicated efforts by the employees at all levels. The Directors also wish to place on record their word of sincere appreciation to the bankers and financial institutions, the investors, the vendors, the customers and all other business associates for their continued support.

For and on behalf of the Board of Directors

Vasudeo Galkar

Place : Mumbai Chairman

Date : July 06, 2016 DIN: 00009177

---

Mar 31, 2014

Dear Members,

The Directors submit the Thirty Second Annual Report on the business and operations of the Company and its subsidiaries together with the audited financial statements for the year ended March 31, 2014.

FINANCIAL RESULTS

(Rs. in lacs) Standalone Consolidated 2013-14 2012-13 2013-14 2012-13 Profit before finance costs, depreciation and tax 906.68 816.33 1625.53 1033.69

Finance Costs (809.81) (608.50) (1065.17) (977.06)

Depreciation (4.09) (4.50) (282.52) (298.90)

Profit/(Loss) before tax 92.78 203.33 277.84 (242.27) Provision for tax

Current tax - - (148.99) (196.08)

MAT credit - - 3.28 0.02

Deferred tax 22.38 0.95 (890.05) 209.54

Profit/(Loss) for the year after tax 115.16 204.28 (757.92) (228.79)

Income tax for earlier years 1.00 - 1.00 6.85

Share of profit from - - 1858.94 493.29 associates

Minority interest - - (87.18) (130.64)

Balance brought forward from previous year 4038.84 3962.41 4116.47 4152.26

Profit available for 4155.00 4166.69 5131.31 4292.97 appropriation

Appropriations:

Special reserve (23.24) (41.00) (23.24) (41.00)

Proposed dividend on equity shares (86.85) (86.85) (86.85) (86.85)

Tax on distributed profits (5.41) - (46.87) (48.65)

Balanced to be carried forward 4039.50 4038.84 4974.35 4116.47

DIVIDEND

Your Board has recommended a dividend of Rs. 0.50 per share of Rs. 10 each (@ 5 %) on 17,370,000 equity shares for the financial year ended March 31, 2014 amounting to Rs. 8,685,000. The dividend, if approved, at the ensuing Annual General Meeting will be paid to all those members, whose names appear in Register of Members as on September 13, 2014.

FINANCIAL PERFORMANCE

The total income on a standalone basis for 2013-14 is Rs. 3,441.58 lacs as compared to Rs. 1,174.73 lacs in the year 2012-13. The profit after tax is Rs. 116.16 lacs as compared to a profit of Rs. 204.28 lacs during the previous year. The consolidated income grew from Rs. 14,069.81 lacs in the year 2012-13 to Rs. 17,366.13 lacs for the year 2013-14. The consolidated profit of the group for the year is recorded at Rs. 1014.84 lacs as compared to a profit of Rs. 140.71 lacs during the previous year.

OPERATIONAL PERFORMANCE

Your Company operates in three main segments viz., Investment in businesses, Credit business and Real Estate development.

To consolidate our investments in the financial services we have joined hands with a strong financial partner and have successfully completed the takeover of Fortune Financial Services (India) Limited. All our broking businesses other than Prebon Yamane (India) Limited will be consolidated under the "Fortune" fold.

Our subsidiary, Tamarind Tours Private Limited which focuses on inbound tourism has shown steady growth and is diversifying into other international markets.

Our investment in SAI Consulting Engineers Private Limited has contributed to your Company in the form of dividends and has also provided us technical support in implementing our various real estate projects.

Phoenix Market City, Chennai, your Company''s flagship mixed use development at Velachery, Chennai has received the "CNBC Award for the Best Retail Project in Chennai". The occupancy and footfalls at the mall have increased manifold. The residential project is also in advanced stage for handover to the buyers. Our project at Halls Road, Chennai is on the verge of completion and the KNK and Raipur projects have received clearances and your Company will commence construction soon.

All the above businesses are discussed in detail in the Management Discussion and Analysis section forming part of this Report.

SUBSIDIARIES

The Company had 10 subsidiaries as on March 31, 2014. The details pertaining to subsidiaries are mentioned under the statement made pursuant to Section 212 of the Companies Act, 1956 which forms a part of this Annual Report.

Ministry of Corporate Affairs, vide General Circular No.2/2011 dated February 8, 2011 has subject to compliance with certain conditions, granted general exemption to the Companies from applicability of Section 212 of the Companies Act, 1956. As per the general exemption, a statement containing required financial details of the Company''s subsidiaries for the year ended March 31, 2014 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company /its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company /its subsidiaries at the Registered Office of the Company. Pursuant to the Listing Agreement with the Stock Exchanges and the general exemption granted by the Ministry of Corporate Affairs, the Consolidated Financial Statements of the Company, including financial details of all the subsidiaries companies which forms part of the Annual Report has been prepared in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India.

The Company also undertakes that the annual accounts of the subsidiary companies will also be kept for inspection (by any shareholder of the Company) from September 22,2014 to September 24, 2014 from 2.00 p.m. to 5.00 p.m. at the Registered Office of the Company i.e. 4 floor, Kalpataru Heritage, 127, M. G. Road, Fort, Mumbai - 400001.

LISTING

At present the shares of the Company are listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) with listed capital of Rs. 173,700,000.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public within the meaning of Section 58A & 58AA of the Companies Act, 1956 and the rules there under.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and that of Article 98 of the Articles of Association of the Company and/or the terms of appointment, Mr. Mahesh Shirodkar, is liable to retire at the ensuing Annual General Meeting. Mr. Mahesh Shirodkar, being eligible, has offered himself for re-appointment.

Your directors have proposed to alter the terms of appointment of Mr. Vijay Choraria, Managing Director so as to make him Director retiring by rotation for reasons as stated in the Explanatory Statement to the Notice of Thirty Second Annual General Meeting of the Company (forming part of this Annual Report) pursuant to Section 102 of the Companies Act, 2013.

It has been proposed to make the composition of the Board in line with Section 152 of the Companies Act, 2013 on account of provisions of Section 152(6) of the Companies Act, 2013. Accordingly Independent Directors are being reappointed for a period of 5 years from the date of AGM and they will not be liable to retire by rotation.

In compliance with Clause 49 IV (G) of the Listing Agreement, brief resume and other details of Directors proposed to be appointed / re-appointed are attached along with the Notice of the ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 your Directors confirm that:

i. In the preparation of the annual accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. Accounting policies are selected and applied consistently and reasonable prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the profit of the Company for that period;

iii. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. We have prepared the accounts for the financial year ended March 31, 2014 on a going concern basis.

AUDITORS

The statutory auditors M/s. Chaturvedi & Shah, Chartered Accountants, (Firm Registration No. - 101720W) Mumbai, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the Company for three years and to hold office from the conclusion of this AGM till the conclusion of the Thirty Fifth AGM to be held in the year 2017 subject to ratification of their appointment at every AGM. M/s. Chaturvedi & Shah, Chartered Accountants have, under Section 139(1) of the Companies Act, 2013 and the Rules framed thereunder furnished a certificate of their eligibility and consent for re-appointment.

PARTICULARS OF EMPLOYEES

There were no employees whose information is required to be furnished in accordance with the provisions of Section 217(2A) of Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance practices as prevalent globally. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

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

Your Company is not engaged in any manufacturing activities and therefore no particulars are required to be disclosed under the Companies (disclosure of particulars in the report of the Board of Directors) Rules 1988 in respect of conservation of energy & technology absorption.

The required information in respect of foreign exchange earnings and outgo (if any) during the year under review has been given in the notes forming part of the accounts for the year ended March 31, 2014.

ACKNOWLEDGMENTS

Your Directors place on record their sincere appreciation for the guidance and assistance extended by the Government, regulators, stock exchanges, other statutory bodies, Government agencies, the financial institutions, business associates and your Company''s bankers for the assistance and cooperation extended to your Company.

Your Directors deeply acknowledge the commitment and contribution of your Company''s employees at all levels. The Directors greatly value your involvement as shareholders and look forward to your continued support and confidence.

For and on behalf of the Board of Directors

Place: Mumbai Vasudeo Galkar Date : May 27, 2014 Chairman

---

Mar 31, 2013

To The Members,

The Directors submit the Thirty First Annual Report on the business and operations of the Company and its subsidiaries together with the audited financial statements for the year ended March 31, 2013.

FINANCIAL RESULTS

a. The standalone financial performance of the Company for the financial year ended March 31, 2013 is summarised below:

(Rs. in lacs)

Year ended March 31, 2013 2012

Profit before interest, depreciation and tax 816.28 927.74

Depreciation (4.50) (5.14)

Interest (608.45) (612.95) (502.06) (507.20)

Profit before tax 203.33 420.54

Provision for tax

Current tax (30.50)

Mat credit 12.11

Deferred tax credit 0.95 0.95 6.69 (11.70)

Profit for the year after tax 204.28 408.84

Income tax for earlier years 36.95

Balance brought forward from previous year 3962.40 3680.46

Amount available for appropriatio 4166.68 4126.25

Appropriations:

Special reserve (41.00) (89.50)

Proposed dividend on equity shares (86.85) (127.85) (74.35) (163.85)

Balance to be carried forward 4038.83 3962.40

b. Consolidated results of Sharyans Resources Limited and its subsidiaries for the financial year ended March 31, 2013 is summarised below:

(Rs. in lacs)

Year ended March 31, 2013 2012

Profit before interest, depreciation and tax 1033.69 518.36

Interest (977.06) (876.92)

Depreciation (298.90)( 1275.96) (289.97) (1166.89)

Profit/(Loss) before tax (242.27) (648.53)

Provision for tax

Current tax (196.08) (226.72)

Mat credit 0.02 19.92

Deferred tax credit 209.54 13.48 437.02 230.22

Profit/(Loss) for the year after tax (228.79) (418.31)

Income tax for earlier years 6.85 24-76

Share of profit from associates 493.29 275.82

Minority interest (130.64) 24.97

Balance brought forward from previous year 4152.26 4527.43

Amount available for appropriation 4292.97 4434.67

Appropriations:

Special reserve (41.00) (89.50)

Proposed dividend on equity shares (86.85) (74.35)

Tax on distributed profit (48.65) (176.50) (118.56) (282.41)

Balance to be carried forward 4116.47 4152.26

DIVIDEND

Your Board has recommended a dividend ofRs. 0.50 per share ofRs. 10 each (@ 5 %) on 17,370,000 equity shares for the financial year ended March 31, 2013 amounting to Rs. 8,685,000. The dividend, if approved, at the ensuing Annual General Meeting will be paid to all those members, whose names appear in Register of Members as on July 21, 2013.

FINANCIAL PERFORMANCE

The total income on a standalone basis for 2012-13 is Rs. 1,174.73 lacs as compared to Rs. 1,246.69 lacs in the year 2011-12. The profit after tax is Rs. 204-28 lacs as compared to a profit ofRs. 445.80 lacs during the previous year. The consolidated income grew from Rs. 13,447.68 lacs in the year 2011-12 to Rs. 14,069.81 lacs for the year 2012-13. The consolidated profit of the group for the year is recorded at Rs. 140.71 lacs as compared to a loss ofRs. 92.76 lacs during the previous year.

OPERATIONAL PERFORMANCE

Your Company operates in three main segments viz., Investment in businesses, Credit business and Real Estate development. The year under review was quiet challenging, however we kept our focus on execution of our ongoing projects and continued looking at opportunities for growing the financial services business.

Our investments in the broking subsidiaries viz., ITI Financial Services Limited, ITI Securities Limited and Prebon Yamane (India) Limited grew marginally with mixed returns and we plan to grow in this space through mergers and/or acquisition. Our investment Tamarind Tours Private Limited focusing on tours and travels business is also on an expansion spree with addition of sales heads for the prospective growth and lining up of tours for customers in the Middle East and it has tied up with a company as its representative in UK. Our investment in SAI Consulting Engineers Private Limited also contributed to the growth of your Company with further business prospects in the African region and opening of new offices in this region.

Our investments in Real Estate business saw our efforts yield results with the opening of ''Phoenix Market City'' Mall at Velachery, Chennai. This project is one of the major milestones achieved by your Company with well known brands opening their outlets. On the residential front our developments in residential tower ''Crest'' in Velachery has received good response and construction is in full swing. We believe this project will be a land mark in the Chennai sky line. Our developments of residential towers in Egmore, Valmiki Nagar and Nugambakkam all in the Chennai city is also under progress as planned and all the necessary approvals should be in place soon. Similarly we also plan to develop 52 acres of land in Raipur during the current financial year and have applied for all the necessary approvals and the constructions would commence as soon as we receive the same.

All the above businesses are discussed in detail in the Management Discussion and Analysis section forming part of this Report.

SUBSIDIARIES

The Company had 10 subsidiaries as on March 31, 2013. The details pertaining to subsidiaries are mentioned under the statement made pursuant to Section 212 of the Companies Act, 1956 which forms a part of this Annual Report.

Ministry of Corporate Affairs, vide General Circular No.2/2011 dated February 08, 2011 has subject to compliance with certain conditions, granted general exemption to the Companies from applicability of Section 212 of the Companies Act, 1956. As per the general exemption, a statement containing required financial details of the Company''s subsidiaries for the year ended March 31, 2013 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company /its subsidiaries seeking such.information at any point of time and are also available for inspection by any member of the Company /its subsidiaries at the Registered Office of the Company. Pursuant to the Listing Agreement with the Stock Exchanges and the general exemption granted by the Ministry of Corporate Affairs, the Consolidated Financial Statements of the Company, including financial details of all the subsidiary companies which forms part of the Annual Report has been prepared in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India.

The Company also undertakes that the annual accounts of the subsidiary Companies will also be kept for inspection (by any member of the Company) from July 24, 2013 to July 26, 2013 between 2.00 pm to 5.00 pm at the Registered Office of the Company i.e. 4th floor, Kalpataru Heritage, 127, M. G. Road, Fort, Mumbai- 400001.

LISTING

At present the shares of the Company are listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE).

CHANGE IN SHARE CAPITAL

Pursuant to the approval of shareholders by way of Special Resolution passed through Postal Ballot on December 19, 2012, 25,00,000 (Twenty-five Lacs) Equity Shares ofRs. 10 each at a premium ofRs. 65 per share were allotted to Mr. Pishu V Chainani on preferential basis in accordance with the regulations for Preferential Issues contained in Chapter VII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.

Consequently the paid up share capital of the Company increased from Rs. 14.87 crores to Rs. 17.37 crores.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public within the meaning of Section 58 A and 58 AA of the Companies Act, 1956 and the rules thereunder.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and that of Article 98 of the Articles of Association of the Company and/or the terms of appointment, Mr. Manish Goswami, is liable to retire at the ensuing Annual General Meeting. Mr. Manish Goswami, being eligible, has offered himself for re-appointment.

In compliance with Clause 49 IV (G) of the Listing Agreement, brief resume and other details of the Director proposed to be appointed / re-appointed is attached along with the Notice of the ensuing Annual General Meeting.

The Board of Directors recommends the re-appointment of Mr. Manish Goswami.

MANAGING DIRECTOR

Mr. Vijay Choraria, was re-appointed as the Managing Director of the Company for further period of 5 years w.e.f. September 01, 2012.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 your Directors confirm that: -

i. In the preparation of the annual accounts for the financial year ended March 31, 2013, the applicable accounting standards have been followed along-with proper explanation relating to material departures, if any;

ii. Accounting policies are selected and applied consistently and reasonable prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year ended on that date;

iii. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. We have prepared the accounts for the financial year ended March 31, 2013 on a going concern basis.

AUDITORS

The statutory auditors M/s. Chaturvedi & Shah, Chartered Accountants, Mumbai, who hold office until the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment for the financial year 2013-14. Members are requested to consider their re-appointment and authorise the Board to fix their remuneration.

AUDITORS'' REPORT

The notes to accounts referred to in the annual report and the auditors comments on the same are self-explanatory and therefore do not call for any further explanation.

PARTICULARS OF EMPLOYEES

There were no employees whose information is required to be furnished in accordance with the provisions of Section 217(2A) of Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance practices as prevalent globally. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

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

Your Company is not engaged in any manufacturing activities and therefore no particulars are required to be disclosed under the Companies (disclosure of particulars in the report of the board of directors) Rules 1988 in respect of conservation of energy and technology absorption.

The required information in respect of foreign exchange earnings and outgo (if any) during the year under review has been given in the notes forming part of the accounts for the year ended March 31, 2013.

ACKNOWLEDGMENTS

Your Directors place on record their sincere appreciation for the guidance and assistance extended by the Government, regulators, stock exchanges, other statutory bodies, Government agencies, the financial institutions, business associates and your Company''s bankers for the assistance and cooperation extended to your Company.

Your Directors deeply acknowledge the commitment and contribution of your Company''s employees at all levels. The Directors greatly value your involvement as shareholders and look forward to your continued support and confidence.

For and on behalf of the Board of Directors

Place : Mumbai Vasudeo Galkar

Date -.May 06, 2013 Chairman

---

Mar 31, 2012

The Directors have pleasure in presenting the 30th Annual Report on the business and operations of the Company and its subsidiaries together with the audited financial statements for the year ended March 31, 2012.

FINANCIAL RESULTS

a. The stand-alone financial performance of the company for the financial year ended March 31, 2012 is summarized below.

(Rs. in lacs)

Year ended March 31, 2012 2011

Profit before interest, depreciation and tax 927.74 575.31

Depreciation (5.14) (4.82)

Interest (502.06) (354.76)

Profit before tax 420.54 215.73

Provision for tax Current tax (30.50) (26.50)

MAT credit 12.11 (29.13)

Deferred tax credit 6.69 (11.70) 0.44 (55.19)

Profit for the year after tax 408.84 160.54

Income tax for earlier years 36.95 (0.51)

Surplus brought forward 3680.46 3639.63

Profit available for appropriation 4126.25 3799.66

Transferred to general reserve - -

Transferred to special reserve (89.50) (32.50)

Proposed dividend on equity shares (74.35) (74.35)

Tax on distributed profits - (163.85) (12.35) (119.20)

Balance to be carried forward 3962.40 3680.46

Consolidated results of Sharyans Resources Limited and its subsidiaries for the financial year ended March 31, 2012 is summarized below. (Rs. in lacs)

Year ended March 31, 2012 2011

Profit before interest, depreciation and tax 518.36 (392.36)

Interest (876.92) (639.29)

Depreciation (289.97) (1166.89) (267.57) (906.86)

Profit/(Loss) before tax (648.53) (1299.22)

Provision for tax Current tax (226.72) (325.85)

MAT credit 19.92 (35.47)

Deferred tax credit 437.02 230.22 303.75 (57.57)

Profit/(Loss) for the year after tax (418.31) (1356.79)

Income tax for earlier years 24.76 37.31

Share of profit from associates 275.82 217.55

Minority interest 24.97 80.32

Surplus brought forward 4527.43 5674.22

Profit available for appropriation 4434.67 4652.61

Appropriations:

Transferred to special reserve (89.50) (32.50)

Proposed dividend on equity shares (74.35) (74.35)

Tax on distributed profits (118.56) (282.41) (18.33) (125.18)

Balanced to be carried forward 4152.26 4527.43

DIVIDEND

Your Board has recommended a dividend of Rs. 0.50 per share of Rs. 10 each (@ 5%) on 14,870,000 equity shares for the financial year ended March 31, 2012. The dividend, if approved, at the ensuing Annual General Meeting will be paid to all those shareholders, whose names appear in Register of Members as on August 4, 2012(Book Closure Date).

OPERATIONAL PERFORMANCE

The stand alone income in 2011-12 is Rs. 1246.69 lacs as compared to Rs. 863.37 lacs in the year 2010-11. The profit after tax is Rs. 445.80 lacs as compared to a profit of Rs. 160.03 lacs the previous year. The consolidated income grew from Rs. 12,068.89 lacs in the year 2010-11 to Rs. 13,448.12 for the year 2011-12; however the consolidated loss of the group for the year stood at Rs. 92.76 lacs, as compared to a loss of Rs. 1,021.61 lacs in the previous year.

SUBSIDIARIES

As on March 31, 2012 the Company has 11 subsidiaries. The details pertaining to subsidiaries are mentioned under the statement made pursuant to Section 212 of the Companies Act, 1956 which forms a part of this Annual Report.

Ministry of Corporate Affairs, vide General Circular No.2/2011 dated February 8, 2011 has subject to compliance with certain conditions, granted general exemption to the Companies from applicability of Section 212 of the Companies Act, 1956. As per the general exemption, a statement containing brief financial details of the Company's subsidiaries for the year ended March 31, 2012 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company /its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company /its subsidiaries at the Registered Office of the Company. Pursuant to the Listing Agreement with the Stock Exchanges and the general exemption granted by the Ministry of Corporate Affairs, the Consolidated Financial Statements of the Company, including financial details of all the subsidiaries companies which forms part of the Annual Report has been prepared in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India.

The Company also undertakes that the annual accounts of the subsidiary companies will also be kept for inspection (by any shareholder of the company) at the Registered Office of the Company i.e. 4th floor, Kalpataru Heritage, 127, M. G. Road, Fort, Mumbai - 400001.

LISTING

At present the shares of the Company are listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) with listed capital of Rs. 14,87,00,000.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public within the meaning of Section 58A & 58AA of the Companies Act, 1956 and the rules there under.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and that of the Articles of Association of the Company and/or the terms of appointment, Mr. Vasudeo Galkar, is liable to retire at the ensuing Annual General Meeting. Mr. Vasudeo Galkar, being eligible, has offered himself for re-appointment.

The Board of Directors recommends the re-appointment of Mr. Vasudeo Galkar.

MANAGING DIRECTOR

The term of Mr. Vijay Choraria, as the Managing Director of the Company expires on August 31, 2012.

The Board of Directors has decided to re-appoint Mr. Vijay Choraria as the Managing Director for a further period of 5 years ending August 31, 2017.

The reappointment and remuneration payable to Mr. Vijay Choraria has been recommended by the Nomination & Remuneration Committee at its meeting held on May 29, 2012.

In compliance with Clause 49 IV (G) of the Listing Agreement, brief resume and other details of Directors/Managing Director proposed to be appointed / re-appointed are attached along with the Notice of the ensuing Annual General Meeting.

During the year under review Mr. AmirTarik Gore and Mr. Bharat Ruia resigned from the Board of the Company. The Company appreciates and places on record the services rendered by Mr. AmirTarik Gore (resigned w.e.f. May 30, 2011) & Mr. Bharat Ruia (resigned w.e.f. February 13, 2012) during their tenure as Director of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 your Directors confirm that:

i. In the preparation of the annual accounts for the financial year ended March 31, 2012 the applicable accounting standards have been followed along-with proper explanation relating to material departures, if any;

ii. Accounting policies are selected and applied consistently and reasonable prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year;

iii. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. We have prepared the accounts for the financial year ended March 31, 2012 on a going concern basis.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate social responsibility is represented by the contributions undertaken by companies to society through its core business activities, its social investment and programmes in this field. We at Sharyans believe that social responsibility should be a part of the company's philosophy.

The company has an active CSR desk. The company actively supports various NGOs for causes they work for. The company helped raise funds by supporting them financially and also by getting the employees actively work for them from time to time.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance and Management Discussion and Analysis, as well as the Auditors' Certificate confirming compliance of conditions of corporate governance, is set out in the annexure forming part of this report.

AUDITORS

The statutory auditors M/s. Chaturvedi & Shah, Chartered Accountants, Mumbai, who hold office until the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment for the financial year 2012-13. Members are requested to consider their re-appointment and authorise the board to fix their remuneration.

AUDITORS' REPORT

The notes to Accounts referred to in the annual report and the auditors comments on the same are self-explanatory and therefore do not call for any further explanations as per the provisions of Section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

There were no employees whose information is required to be furnished in accordance with the provisions of Section 217(2A) of Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time.

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

Your Company is not engaged in any manufacturing activities and therefore no particulars are required to be disclosed under the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 in respect of conservation of energy & technology absorption.

The required information in respect of foreign exchange earnings and outgo (if any) during the year under review has been given in the notes forming part of the accounts for the year ended March 31, 2012.

ACKNOWLEDGMENTS

Your Directors place on record their sincere appreciation for the guidance and assistance extended by the government, regulators, stock exchanges, other statutory bodies, government agencies, the financial institutions, business associates and your Company's bankers for the assistance and cooperation extended to your Company.

Your Directors deeply acknowledge the commitment and contribution of your Company's employees at all levels. The Directors greatly value your involvement as shareholders and look forward to your continued support and confidence.

For and on behalf of the Board of Directors

Place: Mumbai

Date: May 30, 2012 Chairman

---

Mar 31, 2011

Fellow Shareholders,

The Directors have pleasure in presenting the Twenty Ninth Annual Report on the business and operations of the Company and its subsidiaries together with the audited financial statements for the year ended March 31, 2011.

FINANCIAL RESULTS

The stand-alone financial performance of the company for the financial year ended March 31, 2011 is summarized below

Year ended March 31,2011 March 31,2010 (Rupees in lacs) (Rupees in lacs)

Profit/(Loss) before interest, depreciation and tax 575.32 441.53

Depreciation (4.82) (5.70)

Interest (354.77) (1.89) (7.59)

Profit before tax 215.73 433.94

Provision for tax - - - -

Current tax (26.50) (53.50)

Mat credit (29.13) (18.15)

Deferred tax credit 0.44 (55.19) 0.61 (71.04)

Profit for the year after tax 160.54 362.90

Income tax for earlier years (0.51) 12.92

Surplus brought forward 3639.62 3615.56

Profit available for appropriation 3799.65 3991.38

Appropriations:

Transferred to general reserve (18.20)

Transferred to special reserve (32.50) (72.60)

Proposed dividend on equity shares (74.35) (223.05)

Tax on distributed profits (12.35) (119.20) (37.91) (351.76)

Balance to be carried forward 3680.45 3639.62

Consolidated results of Sharyans Resources Limited and its subsidiaries for the financial year ended March 31, 2011 is summarized below

Year ended March 31, 2011 March 31, 2010 (Rupees in lacs) (Rupees in lacs)

Profit/(Loss) before interest, depreciation and tax (392.36) 1604.63

Interest (639.29) (371.67)

Depreciation (267.57) (264.94) (636.61)

Profit/(Loss) before tax (1299.22) 968.02

Provision for tax

Current tax (325.85) (412.61)

Fringe benefit tax - (0.24)

Mat credit (35.47) (11.80)

Deferred tax credit 303.75 (57.57) 15.94 (408.72)

Profit/(Loss) for the year after tax (1356.79) 559.30

Income tax for earlier years 37.31 12.92

Share of profit from associates 217.55 208.33

Add/(Less) Minority interest 80.32 (113.51)

Surplus brought forward 5674.22 5365.06

Profit available for appropriation 4652.61 6032.10

Appropriations:

Transferred to general reserve (18.20)

Transferred to special reserve (32.50) (72.60)

Proposed dividend on equity shares (74.35) (223.05)

Tax on distributed profits (18.33) (125.18) (44.03) (357.88)

Balanced to be carried forward 4527.43 5674.22

DIVIDEND

Your Board has recommended a dividend of Rs.0.50 per share of Rs.10 each (@5%) on 14,870,000 equity shares for the financial year ended March 31, 2011. The dividend, if approved, at the ensuing Annual General Meeting will be paid to all those shareholders, whose names appear in Register of Members as on July 30, 2011(Book Closure Date).

OPERATIONAL PERFORMANCE

The stand alone income in 2010-11 is Rs. 863.37 lacs as compared to Rs. 1,377.57 lacs in the year 2009-10. The profit after tax is Rs. 160.54 lacs as compared to a profit of Rs. 362.90 lacs the previous year. The consolidated income grew from Rs. 10,554.48 lacs in the year 2009-10 to Rs. 12,073.94 for the year 2010-11, however the consolidated loss of the group for the year stood at Rs. 1,021.61 lacs, as compared to a profit of Rs. 667.03 lacs in the previous year.

SUBSIDIARIES

As on March 31, 2011, the Company has 11 subsidiaries. The details pertaining to subsidiaries are mentioned under the statement made pursuant to Section 212 of the Companies Act, 1956 which forms a part of this Annual Report.

Ministry of Corporate Affairs, vide General Circular No.2/2011 dated February 8, 2011 has subject to compliance with certain conditions, granted general exemption to the Companies from applicability of Section 212 of the Companies Act, 1956. As per the general exemption, a statement containing brief financial details of the Company’s subsidiaries for the year ended March 31, 2011 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company /its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company /its subsidiaries at the Registered Office of the Company. Pursuant to the Listing Agreement with the Stock Exchanges and the general exemption granted by the Ministry of Corporate Affairs, the Consolidated Financial Statements of the Company, including financial details of all the subsidiaries companies which forms part of the Annual Report has been prepared in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India.

The Company also undertakes that the annual accounts of the subsidiary companies will also be kept for inspection (by any shareholder of the company) at the Registered Office of the Company i.e. 4th floor, Kalpataru Heritage, 127, M. G. Road, Fort, Mumbai - 400001.

LISTING

At present the shares of the Company are listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) with listed capital of Rs.148,700,000.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public within the meaning of Section 58A & 58AA of the Companies Act, 1956 and the rules there under.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and that of the Articles of Association of the Company and/or the terms of appointment, Mr. Mahesh Shirodkar, is liable to retire at the ensuing Annual General Meeting. Mr. Mahesh Shirodkar, being eligible, has offered himself for re-appointment.

The Board of Directors appointed Mr. V R. Galkar & Mr. Manish Goswami as an Additional Director on August 12, 2010 & on February 04, 2011 respectively pursuant to the provisions of Section 260 of the Companies Act, 1956. Mr. V. R. Galkar & Mr. Manish Goswami hold office only upto the date of the ensuing Annual General Meeting & are eligible for appointment as Director. The Company has received notices under Section 257 of the Companies Act, 1956 proposing the appointment of Mr. V R. Galkar & Mr. Manish Goswami, as Directors of the Company who will be liable to retire by rotation.

In compliance with Clause 49 IV (G) of the Listing Agreement, brief resume and other details of Directors proposed to be appointed / re-appointed are attached along with the Notice of the ensuing Annual General Meeting.

The Board of Directors recommends the re-appointment of Mr. Mahesh Shirodkar & appointment of Mr. V R. Galkar and Mr. Manish Goswami.

The Company appreciates and places on record the services rendered by Mr. Kareem Razak (resigned w.e.f. June 14, 2010) & Mr. Yusuf Khan (resigned w.e.f. June 23, 2010) during their tenure as Director of the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 your Directors confirm that: -

i. In the preparation of the annual accounts for the financial year ended March 31, 2011, the applicable accounting standards have been followed along-with proper explanation relating to material departures, if any;

ii. Accounting policies are selected and applied consistently and reasonable prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year;

iii. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. We have prepared the accounts for the financial year ended March 31, 2011 on a going concern basis.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance and Management Discussion and Analysis, as well as the Auditors’ Certificate confirming compliance of conditions of corporate governance, is set out in the annexure forming part of this report.

AUDITORS

The statutory auditors M/s. Chaturvedi & Shah, Chartered Accountants, Mumbai, who hold office until the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment for the financial year 2011-12. Members are requested to consider their re-appointment and authorize the board to fix their remuneration.

AUDITORS’ REPORT

The notes to accounts referred to in the annual report and the auditors comments on the same are self-explanatory and therefore do not call for any further explanations as per the provisions of Section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

There were no employees whose information is required to be furnished in accordance with the provisions of Section 217(2A) of Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time.

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

Your Company is not engaged in any manufacturing activities and therefore no particulars are required to be disclosed under the Companies (disclosure of particulars in the report of the board of directors) Rules 1988 in respect of conservation of energy & technology absorption.

The required information in respect of foreign exchange earnings and outgo (if any) during the year under review has been given in the notes forming part of the accounts for the year ended March 31, 2011.

ACKNOWLEDGMENTS

Your Directors place on record their sincere appreciation for the guidance and assistance extended by the government, regulators, stock exchanges, other statutory bodies, government agencies, the financial institutions, business associates and your Company’s bankers for the assistance and cooperation extended to your Company.

Your Directors deeply acknowledge the commitment and contribution of your Company’s employees at all levels. The Directors greatly value your involvement as shareholders and look forward to your continued support and confidence.

For and on behalf of the Board of Directors

Vijay Choraria Chairman & Managing Director

Place : Mumbai Date : May 30, 2011

---

Mar 31, 2010

The directors have pleasure in presenting the Twenty Eighth Annual Report on the business and operations of the company and its subsidiaries together with the audited financial statements for the year ended March 31, 2010.

FINANCIAL RESULTS

a. Consolidated results of Sharyans Resources Limited and its subsidiaries for the financial year ended March 31, 2010 is summarized below

(Rupees in lacs) Year ended March 31, 2010 2009

Profit before interest, depreciation and tax 1604.63 576.69

Interest (371.67) (405.70)

Depreciation (264.94) (636.61) (258.81) (664.51)

Profit/(Loss) before tax 968.02 (87.82)

Provision for tax Current tax (412.61) (308.10)

Fringe benefit tax (0.24) (20.79)

Mat credit (11.80) 22.06

Deferred tax credit 15.94 (408.71) 273.57 (33.26)

Profit/(Loss) for the year after tax 559.30 (121.08)

Income tax for earlier years 12.92 1.65

Share of profit from associates 208.33 102.61

Minority interest (113.51) 68.26

Profit for the year of the group 667.04 51.45

Surplus brought forward 5365.06 5645.28

Profit available for appropriation 6032.10 5696.73

Appropriations:

Transferred to general reserve (18.20) (15.00)

Transferred to special reserve (72.60) (41.14)

Proposed dividend on equity shares (223.05) (223.05)

Tax on distributed profits (44.03) (357.88) (52.48) (331.67)

Balanced to be carried forward 5674.22 5365.06

a. The stand-alone financial performance of the company for the financial year ended March 31, 2010 is summarized below

(Rupees in lacs)

Year ended March 31, 2010 2009

Profit before interest, depreciation and tax 441.53 243.61

Depreciation (5.70) (6.58)

Interest (1.89) (7.59) (0.10) (6.68)

Profit before tax 433.94 236.93

Provision for tax

Current tax (53.50> (22.00)

Fringe benefit tax - (1.51)

Mat credit (18.15> (8.52)

Deferred tax credit 0.61 (71.04) 0.78 (31.25)

Profit for the year after tax 362.90 205.68

Income tax for earlier years 12.92 1.65

Surplus brought forward 3615.56 3725.33

Profit available for appropriation 3991.38 3932.66

Appropriations:

Transferred to general reserve (18.20) (15.00)

Transferred to special reserve (72.60) (41.14)

Proposed dividend on equity shares (223.05) (223.05)

Tax on distributed profits (37.91) (351.76) <37.91) (317.10)

Balance to be carried forward 3639.62 3615.56

DIVIDEND

Your board has recommended a dividend of Rs.1.50 per share of Rs.10 each (@15%) on 14,870,000 equity shares for the financial year ended March 31, 2010. The dividend, if approved, at the ensuing annual general meeting will be paid to all those shareholders, whose names appear in register of members 6k share transfer books as on July 31, 2010.

OPERATIONAL PERFORMANCE

The consolidated gross income for 2009-10 is Rs 10554.48 lacs as compared to Rs 8005.78 lacs in 2008-09. The consolidated profit of the group after tax and minority interest increased to Rs. 667.03 lacs as compared to Rs. 51.45 lacs during the previous year.

SUBSIDIARIES

Your company has obtained exemption pursuant to Section 212 (8) of the Companies Act, 1956, from Government of India, Ministry of Company Affairs, vide its letter ref.47/264/2010-CL-III dated May 17, 2010 from attaching the annual accounts of its subsidiaries to the annual accounts of the company for the financial year ended March 31, 2010. The subsidiaries are listed below.

a. Intime Spectrum Securities Ltd.

b. Intime Spectrum Finmart Pvt. Ltd.

c. Intime Spectrum Commodities Pvt. Ltd.

d. Tamarind Tours Pvt. Ltd.

e. Sharyans Wealth Management Pvt. Ltd.

f. Prebon Yamane (India) Ltd. - Step down subsidiary

g. ITI Financial Services Ltd. - Step down subsidiary h. ITI Investor Services Ltd. - Step down subsidiary i. Collins Stewart India Ltd. - Step down subsidiary

j. ITAI Investment Advisory Services Pvt. Ltd. - Step down subsidiary

The company undertakes that the annual accounts and detailed information of its subsidiaries as stated above shall be made available to the investors of the company and its subsidiaries seeking such information at any point of time.

The company also undertakes that the annual accounts of the said subsidiary companies will be kept for inspection by any investor at Sharyans Centre, 6th Floor, 3, Guru Nanak Road, Bandra (West), Mumbai - 400050 i.e. the registered office of the company.

LISTING

At present the shares of the company are listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) with a listed capital of Rs. 148,700,000.

FIXED DEPOSITS

Your company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and the rules there under

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and that of the Articles of Association of the company and/or the terms of appointment, Mr. AmirTarik Gore &. Mr. Bharat Ruia are liable to retire at the ensuing annual general meeting.

Mr. AmirTarik Gore & Mr. Bharat Ruia, being eligible, have offered themselves for re-appointment.

The board of directors records its appreciation for the contribution rendered by Mr. Altaf Wahedna (resigned w.e.f. April 21, 2010) during his tenure as director of the company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 your directors confirm that: -

i. In the preparation of the annual accounts for the financial year ended March 31, 2010, the applicable accounting standards have been followed along-with proper explanation relating to material departures, if any;

ii. Accounting policies are selected and applied consistently and reasonable prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the company at the end of the financial year;

iii. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. We have prepared the accounts for the financial year ended March 31, 2010 on a going concern basis.

CORPORATE GOVERNANCE

As per the Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance and Management Discussion and Analysis, as well as the auditors certificate confirming compliance of conditions of corporate governance, is set out in the annexure forming part of this report.

AUDITORS

The statutory auditors M/s. Chaturvedi & Shah, Chartered Accountants, Mumhai, who hold office until the conclusion of the ensuing annual general meeting and being eligible, offer themselves for re-appointment for the financial year 2010-11. Members are requested to consider their re-appointment and authorize the board to fix their remuneration.

AUDITORS REPORT

The notes to accounts referred to in the annual report and the auditors comments on the same are self-explanatory and therefore do not call for any further explanations as per the provisions of Section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

There were no employees whose information is required to be furnished in accordance with the provisions of section 217(2A) of Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975, as amended from time to time.

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

Your company is not engaged in any manufacturing activities and therefore no particulars are required to be disclosed under the Companies (disclosure of particulars in the report of the board of directors) Rules 1988 in respect of conservation of energy & technology absorption.

The required information in respect of foreign exchange earning and outgo (if any) during the year under review has been given in the notes forming part of the accounts for the year ended March 31, 2010.

ACKNOWLEDGMENTS

Your directors place on record their sincere appreciation for the guidance and assistance extended by the government, regulators, stock exchanges, other statutory bodies, government agencies, the financial institutions, business associates and your companys bankers for the assistance and cooperation extended to your company.

Your directors deeply acknowledge the commitment and contribution of your companys employees at all levels. The directors greatly value your involvement as shareholders and look forward to your continued support and confidence.

For and on behalf of the board of directors

Place: Mumbai Vijay Choraria Mahesh Shirodkar

Date: May 29, 2010 Managing Director Director