Crest Ventures Ltd

To the Members,

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.

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)

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.

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.

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.

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.

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.

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).

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.

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".

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".

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.

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.

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%.

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.

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.

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-governance.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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:

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.