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:

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.