BSECompany Update1d ago · 22 Jul 2026, 08:31 pm

Please refer the attached intimation.

Crest Ventures Ltd · 511413

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Crest Ventures Ltd has received observation letters from BSE and NSE with 'No adverse observations' and 'No objection' respectively for its Scheme of Arrangement between Crest Ventures Limited and Crest Capital and Investment Limited. The company will proceed with filing the Scheme with NCLT upon fulfilling all conditions.

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Earnings Impact5/10
Growth Catalyst6/10
Governance Concern2/10
Regulatory Risk4/10
Balance Sheet Risk3/10
Liquidity Impact7/10
Market Sentiment5/10

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Crest Ventures Ltd - 511413 - Update On Scheme Of Arrangement

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CREST VENTURES Ref: CVL/SE/2026-27 July 22, 2026 To, To, BSE Limited (“BSE”) National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, (“NSE”) Dalal Street, Mumbai - 400001. Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai - 400051. Scrip Code: 511413 & 977399 (Debt) Symbol: CREST ISIN: INE559D01011 & INE559D08032 (Debt) Series: EQ Dear Sir/Madam, Sub: Intimation under Regulations 30 and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) Ref: Receipt of Observation Letter with “No adverse observations” from BSE Limited and “No objection’ from National Stock Exchange of India Limited in relation to the Scheme of Arrangement between Crest Ventures Limited (“Demerged Company”/ “CVL”) and Crest Capital and Investment Limited (“Resulting Company”/ “CCIL”) and their respective Shareholders and Creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Scheme") This is in continuation to our letter dated December 18, 2025 regarding the Scheme, we wish to further inform you that CVL has received Observation letter with “No objection” from NSE and Observation letter with ‘‘No adverse observations” from BSE on July 20, 2026, respectively. The copies of said letter(s) are enclosed herewith and were uploaded on the website of the Company at https://www.crest.in/scheme-of-arrangement , within 24 hours of its receipt. The Company shall upon fulfilment of all the conditions stipulated in the Observation Letter(s), proceed with filing the Scheme with NCLT in due course. This intimation is also being hosted on the Company’s website at www.crest.in We request you to take this on record, and to treat the same as compliance with the applicable provisions of the SEBI Listing Regulations. Thanking you, Yours faithfully, For Crest Ventures Limited Namita Bapna Company Secretary Encl: a/a Crest Ventures Limited Registered Office: 111, Maker Chambers IV 111th Floor I Nariman Point I Mumbai - 400021 I T: +91 22 43347000 I F: +91 22 43347002 E-mail: secretarial@crest.in I www.crest.in I CIN-L99999MH1982PLC102697 The Power of Vibrance DCS/A MAL/RD/R37/ 159/2026-27 July 20, 2026 The Company Secretary, Crest Ventures Limited 111, Maker Chambers IV, 11th Floor, Nariman Point, Mumbai, Maharashtra - 400 021. Dear Sir/Madam, Sub: Scheme of Arrangement by Crest Ventures Limited We refer to your application for scheme of arrangement ("Draft Scheme") between Crest Ventures Limited ("CVL"/"Demerged Company") and Crest Capital and Investment Limited ("CCIL"/"Resulting Company") and their respective shareholders under Section 230-232 and other applicable provisions of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 filed with the Exchange under Regulation 37 and 94(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR Regulations"), read with SEBI Master circular no. SEBI/HO/CFD/POD- 2/P/CIR/2023/93 dated June 20, 2023 ("Master Circular") and the SEBI Master Circular SEBI/HO/DDHS/DDHS-PoD-1/P/CIR/2025/103 dated July 11, 2025 ("Master Circular-Debt"). In this regard, SEBI vide its Letter dated May 29, 2026, has inter alia given the following comment(s) on the said draft scheme of Arrangement: - l. "The listed entity shall ensure that it discloses all details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against itself, its promoters and/ or its directors, before the NCLT and its shareholders, while seeking approval of the scheme." 2. "The listed entity shall ensure that additional information, if any, submitted by it after filing the Scheme with the Stock Exchange(s), from the date of receipt of this letter, is displayed on the websites of the listed entity and the Stock Exchange(s)." 3. "The entity shall ensure compliance with the SEBI circulars issued from time to time." 4. "The entities involved in the Scheme shall duly comply with various provisions of the Circular and ensure that all the liabilities of the Demerged Company in relation to the Demerged Undertaking (as defined in the Draft Scheme) shall stand transferred to and vested in and be deemed to be transferred to and vested in the Resulting Company." 5. "The listed entity is advised that the information pertaining to all the unlisted companies, if any, involved in the Scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approva I." Page 1 of 5 Registered Office: BSE Limited, Floor 25, P J Towers, Dalal Street, Mumbai 400001, India. T: +91 22 2272 1234/33 I E: corp.comm@bseindia.com www.bseindia.com I Corporate Identity Number : L67120MH2005PLC155188 BSE ., The Power of Vibrance 6. "The entity shall ensure that the financials in the Scheme including financials considered for valuation report are not more than 6 months old." 7. "The listed entity is advised that the details of the Draft Scheme shall be prominently disclosed in the notice to be sent to the Shareholders." 8. "The Demerged Company and the Resulting Company are advised to disclose the following as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the company to the shareholders while seeking approval under Sections 230 to 232 of the Companies Act, 2013: a) Brief explanation of the scheme of arrangement b) Need for the demerger, rationale of the scheme, synergies of business of the entities involved in the scheme, Impact of the scheme on the shareholders and cost benefit analysis of the scheme. c) Details of Registered Valuer issuing Valuation Report and Merchant Banker issuing Fairness opinion, Summary of methods considered for arriving at the Share Swap Ratio and Rationale for using above methods. d) Basis for arriving at the share swap ratio. e) Pre and Post scheme shareholding of the Demerged Company and the Resulting Company as on the date of notice of Shareholders meeting along with rationale for changes, if any, occurred between filing of Draft Scheme to Notice to shareholders. f) Capital built-up of the Demerged Company and the Resulting Company for last 3 years. g) Details of Revenue, PAT and EBIDTA of the Demerged Company and the Resulting Company for last 3 years. h) Value of Assets and liabilities of the Demerged Company that are being transferred to the Resulting Company and post-merger balance sheet of the Resulting Company. i) Details of Demerged Undertaking the Demerged Company and their value as per the audited balance sheet that is being demerged into the Resulting Company. j) Details of potential benefits and risks associated with the demerger. k) Financial implication of demerger on promoters, public shareholders and the companies involved in the scheme along with future growth prospects of the Demerged Company and the Resulting Company pursuant to demerger. I) Disclose all pending actions against the entities involved in the scheme and their promoters, directors and KMPs and possible impact of the same on the Demerged Company, the Resulting Company and the public shareholders. 9. "The entities involved in the Scheme are advised the proposed equity shares to be issued in terms of the Draft Scheme shall mandatorily be in demat form only." 10. "The entities involved in the Scheme are advised that the Scheme shall be acted upon subject to compliance with the terms mentioned in the Scheme document." 11. "No changes to the Draft Scheme except those mandated by the regulators / statutory authorities / tribunals shall be made without specific written consent of SEBI." Page 2 of 5 Th [Showing first 8,000 characters — download PDF for full document]