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CREST VENTURES LIMITED Proxy Solicitation & Information Statement 2026

Feb 25, 2026

61669_rns_2026-02-25_9e5eba06-dcf2-43f0-beda-ef2d52a2975d.pdf

Proxy Solicitation & Information Statement

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Ref: CVL/SE/2025-26 February 25, 2026
To,
BSE Limited
Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai - 400 001.
To,
National Stock Exchange of India Limited
Exchange Plaza, Bandra Kurla Complex,
Bandra(East), Mumbai - 400 051.
Scrip Code: 511413 & 977399 (Debt)
ISIN: INE559D01011 & INE559D08032
(Debt)
Symbol: CREST
Series: EQ

Dear Sir / Madam,

Sub: Intimation under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) – Notice of Postal Ballot

Pursuant to Regulation 30 and other applicable regulation(s) read with Schedule III of SEBI Listing Regulations, please find enclosed Postal Ballot Notice dated February 13, 2026 for seeking approval of Shareholders of the Company for the following resolution:

Sr. No. Description of Resolution Type of Resolution
1. Appointment
of
Mr.
Rajeev
Sharma
(DIN: 01102446) as Non-Executive, Non-Independent
Director of the Company
Ordinary Resolution

In terms of the applicable circular(s) issued by Ministry of Corporate Affairs, the Postal Ballot Notice dated February 13, 2026 together with the explanatory statement (“Notice”) has been circulated in electronic mode only to the Shareholders of the Company, whose names appear in the Register of Members/Beneficial Owners as received from National Securities Depository Limited (“NSDL”)/ Central Depository Services (India) Limited (“CDSL”) and who have registered their e-mail addresses in respect of electronic holdings with NSDL/CDSL through the concerned Depository Participants and in respect of physical holdings with the Company’s Registrar and Share Transfer Agent as on February 13, 2026 (“Cut-off date”).

The Company has engaged the services of NSDL for the purpose of providing E-voting facility to all its Shareholders. Date of events relevant to Postal Ballot are as below:

Particulars Date(s)
February 25, 2026
February28, 2026
March 29, 2026
Date of Completion of dispatch of Notice (by electronic means) to
Shareholders whose names appear in the Register of Members/List
of Beneficial Owners as received from Depositories as on February
13, 2026
Date of Commencement of E-Voting
Date of Endingof E-Voting (“Last Date”)

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Results of Postal Ballot On or before March 31, 2026

The Notice is also being made available on the website of the Company at www.crest.in and on the website of the Stock Exchanges, i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and on the website of NSDL at www.evoting.nsdl.com

Kindly take the same on your records.

Thanking you. Yours faithfully,

For Crest Ventures Limited

Namita Digitally signed by Namita Bapna Date: 2026.02.25 Bapna 12:32:17 +05'30' Namita Bapna Company Secretary

Encl: a/a

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CREST VENTURES LIMITED

CIN: L99999MH1982PLC102697

Registered Office: 111, Maker Chambers IV, 11[th] Floor, Nariman Point, Mumbai – 400 021 . Telephone: 022 4334 7000 Fax: 022 4334 7002 Email: [email protected] Website: www.crest.in

POSTAL BALLOT NOTICE

(Pursuant to Section 108 and Section 110 of the Companies Act, 2013, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014)

E-VOTING COMMENCES ON E-VOTING CONCLUDES ON
Saturday, February28, 2026 at 09:00 a.m.(IST) Sunday, March 29, 2026, at 05:00p.m.(IST)

Dear Shareholders,

NOTICE is hereby given that pursuant to Section 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”) , as amended from time to time (including any statutory modification(s) or amendment or re-enactment thereof for the time being in force), Secretarial Standard on General Meetings (“SS -2”) issued by the Institute of Company Secretaries of India, Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI Listing Regulations ”) read with General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, read with other relevant circulars issued in this regard, the latest being General Circular No. 03/2025 dated September 22, 2025, issued by the Ministry of Corporate Affairs (collectively the ( “MCA Circulars” ), read with other relevant circular and notifications issued in this regard.

The following resolution as set out in this Notice is proposed to be passed by the Shareholders of Crest Ventures Limited (“Company”) through Postal Ballot by way of Remote e-voting only (“E-voting”) :

Sr. No. Particulars Type of Resolution
1. Appointment of Mr. Rajeev Sharma (DIN: 01102446) as Non-Executive,
Non-Independent Director of the Company
Ordinary
Resolution

Accordingly, the draft of the aforesaid Resolution together with the Explanatory Statement setting out the material facts in respect of the proposed resolution as required under Section 102 and 110 of the Act is annexed to this Notice for consideration of the shareholders. The Notice is also available on the website of the Company at www.crest.in .

VENTURES

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In terms of the requirements specified in the aforesaid MCA Circulars, the Company is sending the Notice in electronic form only to all its Shareholders who have registered their e-mail addresses with the Company/ MUFG Intime India Private Limited (formerly known as “Link Intime India Private Limited”) i.e. Registrar and Share Transfer Agent (“RTA”) or Depository/ Depository Participants and whose names appear on the Register of Members/ List of Beneficial Owners as on Friday, February 13, 2026 (“Cut-off date”) and the communication of assent/dissent of the Shareholders will take place only through the E- voting system. Those Shareholders who have not yet registered their e-mail address are requested to register the same by following the procedure set out in this Notice.

pre-paid business reply envelope will not be sent to the Shareholders for this Postal Ballot. This Postal Ballot is accordingly being initiated in compliance with the MCA Circulars.

Pursuant to Rule 22 of the Rules, the Board of Directors has appointed M/s. Rathi & Associates, Practicing Company Secretaries, Mumbai (Firm Registration No. P1988MH011900, Peer Review No. 6391/2025), as the Scrutinizer to scrutinize the E-voting process in a fair and transparent manner and the Scrutinizer has communicated their willingness to be appointed and will be available for the said purpose. The Scrutinizer shall submit the report to the Chairman, or any person authorised by him in this behalf.

In accordance with the MCA Circulars, Shareholders can vote only through the E-voting process. Accordingly, the Company is pleased to provide E-voting facility to all its Shareholders to cast their votes electronically. Shareholders are requested to read the instructions in the Notes of this Postal Ballot Notice so as to cast their vote electronically not later than 05:00 p.m. (IST) on Sunday, March 29, 2026, (the last day to cast vote electronically) to be eligible for being considered.

In compliance with the provisions of Section 108 and 110 of the Act read with Rule 20 and 22 of the Rules and Regulation 44 of SEBI Listing Regulations, the Company has provided E-voting facility to its Shareholders and has engaged National Securities Depository Limited (“ NSDL ”) for providing E-voting platform. The procedure for E-voting is explained under the notes provided with this postal ballot notice. The result of the postal ballot and E-voting process will be announced within 2 working days from the conclusion of the E-voting through Postal Ballot. The said result would be uploaded on the Company’s website at www.crest.in and on the website of NSDL at www.evoting.nsdl.com besides making necessary disclosures to the Stock Exchanges.

The E-voting shall commence on Saturday, February 28, 2026 at 9:00 A.M. (IST) and shall conclude on Sunday, March 29, 2026, at 5:00 P.M. (IST). During this period, Shareholders of the Company holding shares in physical or electronic form as on the Cut-off date may cast their vote electronically. Shareholders desiring to exercise their vote through the E-voting facility arranged by the Company are requested to carefully read the instructions and follow the procedure as stated in the Notes forming part of this Notice for casting of votes not later than 5:00 P.M. (IST) on Sunday, March 29, 2026. The E-voting facility will be disabled by NSDL thereafter and voting shall not be allowed beyond the said time and date.

The resolution, if approved, shall be deemed to have been passed on the last date of E-voting, that is, Sunday, March 29, 2026.

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Postal Ballot Notice 2026

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RESOLUTION PROPOSED TO BE PASSED BY POSTAL BALLOT (INCL. BY E-VOTING):

Special Business

Item No. 1: Appointment of Mr. Rajeev Sharma (DIN: 01102446) as Non-Executive, Non-Independent Director of the Company

To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution :

“RESOLVED THAT pursuant to the provisions of Sections 152, 161 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with the Companies (Appointment and Qualifications of Directors) Rules, 2014 (“Rules”) and Regulation 17 and other applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended from time to time, the Articles of Association of the Company, and Reserve Bank of India (Non-Banking Financial Companies - Governance) Directions, 2025 and in terms of the prior approval accorded by the Reserve Bank of India vide its letter dated December 26, 2025 and subject to such other rules, regulations, circulars, directions and guidelines issued by the Reserve Bank of India, Securities and Exchange Board of India and Ministry of Corporate Affairs from time to time and based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, Mr. Rajeev Sharma (DIN: 01102446), who was appointed as an Additional Director (Non-Executive, Non-Independent) of the Company in a professional capacity under Section 161(1) of the Act, and who is eligible for appointment, and in respect of whom the Company has received a notice in writing from a Shareholder under Section 160 of the Act proposing his candidature for the office of Director of the Company, be and is hereby appointed as Non-Executive, Non-Independent Director of the Company, for a term of 5 (Five) consecutive years commencing from January 07, 2026 till January 06, 2031 in accordance with the approval granted by the Reserve Bank of India, and whose office shall be liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors (which term shall, unless repugnant to the context or meaning thereof, be deemed to include a duly authorised ‘Committee’ thereof) or the Company Secretary of the Company be and are hereby severally authorised to do and perform all such acts, deeds, matters or things as may be considered necessary, appropriate, expedient or desirable to give effect to above resolution.

Registered Office:

111, Maker Chambers IV, 11[th] Floor, Nariman Point, Mumbai – 400 021.

Place: Mumbai Date: February 13, 2026

By Order of the Board of Director For Crest Ventures Limited

Sd/- Namita Bapna Company Secretary

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NOTES:

  1. The Explanatory Statement pursuant to Section 102 of Act and other applicable provisions of the Act read with the Rules, setting out material facts in relation to the Resolution as set out in the Postal Ballot Notice, and additional information as required under the SEBI Listing Regulations and SS-2 on General Meetings is annexed hereto.

  2. The particulars of the Director proposed to be appointed, as required under Regulation 36(3) of the SEBI Listing Regulations and SS-2 are annexed hereto.

  3. In accordance with the MCA Circulars, this Postal Ballot Notice is being sent only by electronic mode to those Shareholders whose names appear on the Register of Members/ List of Beneficial Owners as on Cut-Off Date received from the Depositories and whose e-mail address is registered with the Company/ RTA/ Depositories. Physical copies of the Postal Ballot Notice along with postal ballot forms and pre-paid business reply envelopes are not being sent to Shareholders for this Postal Ballot. Accordingly, the communication of the assent or dissent of the Shareholders would take place through the process of E-voting only. E-voting shall commence from Saturday, February 28, 2026, at 9.00 a.m. IST and shall end on Sunday, March 29, 2026, at 5.00 p.m. IST. The E-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently.

  4. Shareholders are encouraged, in accordance with the applicable MCA Circulars, to register or update their e-mail address(es) and mobile number(s) with their respective Depository Participant(s) (in case of shares held in demat form) or, if the shares are held in physical form, by providing their folio number, e-mail address, scanned copy of the share certificate (front and back) and self-attested copies of their PAN and Aadhaar to RTA at [email protected], with a copy to [email protected], so as to enable the Company to send all communications electronically and to support its Green Initiative.

  5. The Company has appointed M/s. Rathi & Associates, Practicing Company Secretaries, Mumbai (Firm Registration No. P1988MH011900, Peer Review No. 6391/2025), as the Scrutinizer to scrutinize the E-voting process and voting done in a fair and transparent manner.

  6. Institutional/ Corporate Shareholders [i.e. other than individuals/ HUF, NRI, etc.] are required to send a scanned copy [PDF / JPG Format] of its Board or governing body Resolution/ Authorisation, etc., authorising its representative to vote through E-voting on its behalf. The said Resolution/ Authorisation shall be sent to the Scrutinizer by e-mail at [email protected] with a copy marked to the Company Secretary at [email protected], and NSDL at [email protected], not later than Sunday, March 29, 2026, 5.00 p.m. IST.

  7. Voting rights will be reckoned on the paid-up value of shares registered in the name of the shareholders, whose name appears on the Register of shareholders/ Beneficial Owners as on the Cut-Off Date i.e. Friday, February 13, 2026.

  8. Documents, if any, referred to in the Notice will be available for electronic inspection without any fees by the Shareholders between 11.00 A.M. and 01.00 P.M. on all working days, except Saturdays & Sundays, from the date of dispatch of this Notice until the last date of E-voting. Shareholders seeking to inspect such documents can send an e-mail at [email protected] .

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  1. This Postal Ballot Notice will also be available on the Company's website at www.crest.in, websites of the Stock Exchanges, that is, BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of NSDL at www.evoting.nsdl.com.

INSTRUCTIONS AND PROCESS FOR E-VOTING

The way to vote electronically on NSDL E-voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL E voting system

  • A. Login method for E-voting for Individual shareholders holding securities in demat mode

E-voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email id in their demat accounts in order to access E-voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of
shareholders
Login Method
Individual
Shareholders holding
securities in demat
mode with NSDL.
1. For
OTP
based
login
you
can
click
onhttps://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp.
You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No.,
Verification code and generate OTP. Enter the OTP received on
registered email id/mobile number and click on login. After successful
authentication, you will be redirected to NSDL Depository site wherein
you can see e-Voting page. Click on company name ore-Voting service
provider i.e. NSDLand you will be redirected to e-Voting website of
NSDL for casting your vote during the remote e-Voting period.
2. ExistingIDeASuser can visit the e-Services website of NSDL viz.
https://eservices.nsdl.com either on a Personal Computer or on a
mobile. On the e-Services home page click on the “Beneficial Owner”
icon under“Login”which is available under‘IDeAS’section, this will
prompt you to enter your existing User ID and Password. After
successful authentication, you will be able to see E-voting
services under Value added services. Click on“Access to E-voting”
under E-voting services and you will be able to see E-voting page. Click
on company name orE-voting service provider i.e. NSDLand you will
be re-directed to E-voting website of NSDL for casting your vote during
the E-voting period.
3. If you are not registered for IDeAS e-Services, option to register is
available athttps://eservices.nsdl.com.Select“Register Online for
IDeAS
Portal”
or
click
at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

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4. Visit the e-Voting website of NSDL. Open web browser by typing the
following URL:https://www.evoting.nsdl.com/ either on a Personal
Computer or on a mobile. Once the home page of e-Voting system is
launched, click on the icon “Login” which is available under
‘Shareholder/Member’ section. A new screen will open. You will have
to enter your User ID (i.e. your sixteen digit demat account number
hold with NSDL), Password/OTP and a Verification Code as shown on
the screen. After successful authentication, you will be redirected to
NSDL Depository site wherein you can see e-Voting page. Click on
company name ore-Voting service provider i.e. NSDLand you will
be redirected to e-Voting website of NSDL for casting your vote during
the remote e-Voting period.
5. Shareholders/Members can also download NSDL Mobile App “NSDL
Speede” facility by scanning the QR code mentioned below for
seamless voting experience.
Individual
Shareholders holding
securities in demat
mode with CDSL
1. Users who have opted for CDSL Easi / Easiest facility, can login
through their existing user id and password. Option will be made
available to reach E-voting page without any further authentication.
The users to login Easi / Easiest are requested to visit CDSL website
www.cdslindia.comand click on login icon & New System Myeasi Tab
and then user your existing my easi username & password.
2. After successful login the Easi / Easiest user will be able to see the
E-voting option for eligible companies where the E-voting is in progress
as per the information provided by company. On clicking the E-voting
option, the user will be able to see E-voting page of the E-voting service
provider for casting your vote during the E-voting period.
Additionally, there is also links provided to access the system of all E-
voting Service Providers, so that the user can visit the E-voting service
providers’ website directly.
3. If the user is not registered for Easi/Easiest, option to register is
available at CDSL websitewww.cdslindia.comand click on login &
New System Myeasi Tab and then click on registration option.
4. Alternatively, the user can directly access E-voting page by providing
Demat Account Number and PAN No. from a E-voting link available
onwww.cdslindia.com home page. The system will authenticate the
user by sending OTP on registered Mobile & Email as recorded in the
Demat Account. After successful authentication, user will be able to see

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Postal Ballot Notice 2026

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the E-voting option where the evoting is in progress and also able to
directlyaccess the system of all E-votingService Providers.
Individual
Shareholders
(holding securities in
demat mode) login
through
their
depository
participants
You can also login using the login credentials of your demat account
through your Depository Participant registered with NSDL/CDSL for E-
voting facility upon logging in, you will be able to see E-voting option.
Click on E-voting option, you will be redirected to NSDL/CDSL
Depository site after successful authentication, wherein you can see E-
voting feature. Click on company name or E-voting service provider i.e.
NSDL and you will be redirected to E-voting website of NSDL for casting
your vote duringthe E-voting period.

Important note: Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type Helpdesk detail
Individual Shareholders holding securities in
demat mode with NSDL
Shareholders facing any technical issue in login can
contact NSDL helpdesk by sending a request at
[email protected] or call at 022 - 4886 7000
Individual Shareholders holding securities in
demat mode with CDSL
Shareholders facing any technical issue in login can
contact CDSL helpdesk by sending a request at
[email protected] or contact at toll
free no. 1800-21-09911

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL E-voting website?

  1. Visit the E-voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

  2. Once the home page of E-voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

  3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on E-voting and you can proceed to Step 2 i.e. Cast your vote electronically.

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4. Your User ID details are given below:
Manner of holding shares i.e.
Demat (NSDL or CDSL) or
Physical
Your User ID is:
a) For Members who hold shares
in demat account with NSDL.
8 Character DP ID followed by 8 Digit Client ID
For example if your DP ID is IN300 and Client ID
is 12
thenyour user ID is IN30012**.
b) For Members who hold shares
in demat account with CDSL.
16 Digit Beneficiary ID
For example if your Beneficiary ID is 12
**
thenyour user ID is 12
**
c) For Members holding shares in
Physical Form.
EVEN
Number
followed
by
Folio
Number
registered with the company
For example if folio number is 001
and EVEN is
101456 then user ID is 101456001
**
4. Your User ID details are given below:
Manner of holding shares i.e.
Demat (NSDL or CDSL) or
Physical
Your User ID is:
a) For Members who hold shares
in demat account with NSDL.
8 Character DP ID followed by 8 Digit Client ID
For example if your DP ID is IN300 and Client ID
is 12
thenyour user ID is IN30012**.
b) For Members who hold shares
in demat account with CDSL.
16 Digit Beneficiary ID
For example if your Beneficiary ID is 12
**
thenyour user ID is 12
**
c) For Members holding shares in
Physical Form.
EVEN
Number
followed
by
Folio
Number
registered with the company
For example if folio number is 001
and EVEN is
101456 then user ID is 101456001
**
4. Your User ID details are given below:
Manner of holding shares i.e.
Demat (NSDL or CDSL) or
Physical
Your User ID is:
a) For Members who hold shares
in demat account with NSDL.
8 Character DP ID followed by 8 Digit Client ID
For example if your DP ID is IN300 and Client ID
is 12
thenyour user ID is IN30012**.
b) For Members who hold shares
in demat account with CDSL.
16 Digit Beneficiary ID
For example if your Beneficiary ID is 12
**
thenyour user ID is 12
**
c) For Members holding shares in
Physical Form.
EVEN
Number
followed
by
Folio
Number
registered with the company
For example if folio number is 001
and EVEN is
101456 then user ID is 101456001
**
Manner of holding shares i.e.
Demat (NSDL or CDSL) or
Physical
Your User ID is:
a) For Members who hold shares
in demat account with NSDL.
8 Character DP ID followed by 8 Digit Client ID
For example if your DP ID is IN300 and Client ID
is 12
thenyour user ID is IN30012**.
b) For Members who hold shares
in demat account with CDSL.
16 Digit Beneficiary ID
For example if your Beneficiary ID is 12**
thenyour user ID is 12**
c) For Members holding shares in
Physical Form.
EVEN
Number
followed
by
Folio
Number
registered with the company
For example if folio number is 001 and EVEN is
101456 then user ID is 101456001
  1. Password details for shareholders other than Individual shareholders are given below:

  2. a) If you are already registered for E-voting, then you can use your existing password to login and cast your vote.

  3. b) If you are using NSDL E-voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

  4. c) How to retrieve your ‘initial password’?

    • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

    • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

  5. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

    • a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com

    • b) “ Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com

    • c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

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  • d) Shareholders can also use the OTP (One Time Password) based login for casting the votes on the E-voting system of NSDL.

  • After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

  • Now, you will have to click on “Login” button.

  • After you click on the “Login” button, Home page of E-voting will open.

- Step 2: Cast your vote electronically on NSDL E voting system.

How to cast your vote electronically on NSDL E-voting system

  1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

  2. Select “EVEN” of company for which you wish to cast your vote during the E-voting period.

  3. Now you are ready for E-voting as the Voting page opens.

  4. Cast your vote by selecting appropriate options i.e., assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

  5. Upon confirmation, the message “Vote cast successfully” will be displayed.

  6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

  7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

  1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected] and [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "E-voting" tab in their login.

  2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the E-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

  3. In case of any queries, you may refer the Frequently Asked Questions (“FAQs”) for Shareholders and E-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 or send a request to [email protected].

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Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for E-voting for the resolution set out in this notice :

  1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to [email protected]

  2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected] If you are an Individual shareholders holding securities in demat mode, you are -

requested to refer to the login method explained at step 1 (A ) i.e. Login method for E voting for Individual shareholders holding securities in demat mode .

  1. Alternatively, shareholder/members may send a request to [email protected] for procuring user id and password for E-voting by providing above mentioned documents.

  2. In terms of SEBI circular dated December 9, 2020, on E-voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access E-voting facility.

Special Window for Transfer and Dematerialisation of Physical Securities for the Shareholders of our Company :

Pursuant to Securities Exchange Board of India (“SEBI”) circular SEBI/ HO/38/13/11(2)2026-MIRSD-POD/I/3750/2026 dated January 30, 2026, SEBI has opened a special onetime window to facilitate transfer and dematerialisation of physical securities sold/purchased prior to April 01, 2019.

This window shall remain open from February 05, 2026 to February 04, 2027 . All the Securities transferred under this window shall be credited in dematerialised form and shall be subject to a one-year lock-in period from the date of transfer. For detailed information (click here).

Information at a glance:

Particulars Notes
Cut-off Date to determine eligible numbers
to vote on the resolution
Friday, February 13, 2026
Votingstart time and date 09:00 a.m. IST, Saturday, February28, 2026
Votingend time and date 05:00p.m. IST, Sunday, March 29, 2026
Date on which the resolution is deemed to
bepassed
Last date of E-voting i.e. Sunday, March 29, 2026
Name, address and contact details of
Registrar and Share Transfer Agent.
MUFG Intime India Private Limited (Formerly known
as Link Intime India Private Limited)

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C 101, Embassy 247, L.B.S Marg, Vikhroli- West,
Mumbai- 400083
Email id: [email protected]
Link:swayam.in.mpms.mufg.com
Name, address and contact details of
E-voting service provider
National Securities Depository Limited
3rd Floor, Naman Chamber, Plot C-32, G-Block,
Bandra Kurla Complex, Bandra East, Mumbai,
Maharashtra - 400 051
Email id: [email protected]
NSDL E-votingwebsite address NSDL eVoting System

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 1

November 01, 2025, upon completion of the maximum tenure permissible under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).

During his tenure, Mr. Rajeev Sharma made significant contributions to the Board and its Committees and served as Chairman/Member of various key Committees including the Audit Committee, Nomination and Remuneration Committee, Risk Management Committee, Corporate Social Responsibility Committee, Management Committee, IT Strategy Committee and Stakeholders’ Relationship Committee. The Board places on record its appreciation for his valuable guidance and domain expertise.

Considering his extensive experience, institutional knowledge and continued ability to add value to the Company, and in order to ensure leadership continuity and board stability, the Nomination and Remuneration Committee recommended his appointment as a Non-Executive, Non-Independent Director of the Company.

Pursuant to the Reserve Bank of India (Non-Banking Financial Companies – Governance) Directions, 2025, prior approval of the Reserve Bank of India (“RBI”) was obtained for his appointment as a NonExecutive Director. RBI vide its letter dated December 26, 2025, granted approval for his appointment for a period of five (5) consecutive years.

Accordingly, pursuant to Sections 152 and 161 of the Companies Act, 2013 and based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, through a circular resolution passed on December 31, 2025, appointed Mr. Rajeev Sharma (DIN: 01102446) as an Additional Director (Non-Executive, Non-Independent) of the Company for a period of five (5) consecutive years commencing from January 07, 2026 to January 06, 2031, in accordance with the approval granted by RBI, subject to approval of the Members. He shall be liable to retire by rotation

A brief profile of Mr. Rajeev Sharma is appended below:

Mr. Rajeev Sharma is a Chartered Accountant, Company Secretary, Cost and Management Accountant, Postgraduate in Law, Certified Information System Auditor and Certified Fraud Examiner. He has over 35 years of experience in Consulting, IT and Outsourcing Industry and has been involved in large IT projects and has deep domain knowledge. He is the promoter of Osource Global, a leading provider of B2B SaaS, outsourcing and technology solutions.

He has been recognised as one of the ‘30 Most Talented Leaders (Outsourcing Industry)’ by the Asia BPO Summit 2013-14 and for ‘Excellence & Leadership in Outsourcing’ by Asia BPO Summit 2014-15.

Further, the Company has received notice in writing from a shareholder under Section 160 of the Act proposing the candidature of Mr. Rajeev Sharma for the office of Director of the Company. The same is available at the Company’s website at www.crest.in.

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The Company has also received the following declarations from Mr. Rajeev Sharma, who is eligible for appointment as Non-Executive, Non-Independent Director:

  • i) His consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended from time to time;

  • ii) Intimation in Form DIR-8 in terms of the Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified from being appointed as Director in terms of Section 164 of the Act, as amended from time to time;

  • iii)A declaration cum undertaking and Deed of Covenant for ‘Fit and Proper Criteria’ as per Master Direction – and Reserve Bank of India (Non-Banking Financial Companies - Governance) Directions, 2025; and

  • iv) Declaration pursuant to BSE Limited Circular No. LIST/COMP/14/2018-19 dated June 20, 2018, and National Stock Exchange of India Limited Circular No. NSE/ CML/2018/24 dated June 20, 2018 that he has not been debarred from holding office of a Director by virtue of any Order passed by the Securities and Exchange Board of India or any other such authority.

(DIN: 01102446) shall hold office until the date of next General Meeting or for a period of three months from the date of appointment, whichever is earlier. Accordingly, the approval of the Members is being sought for appointment of Mr. Rajeev Sharma (DIN: 01102446) as Non-Executive, Non-Independent Director of the Company through this Postal Ballot.

The required disclosure as per the Secretarial Standards (“SS-2”) and Regulation 36(3) of the SEBI Listing Regulations along with details and current directorships in respect of Director proposed to be appointed through this Postal Ballot is provided under Annexure A of this Notice.

Except Mr. Rajeev Sharma and his relatives to the extent of their shareholding interest, if any, none of the Promoters, Directors, Key Managerial Personnels of the Company or their relatives are, in any way, concerned or interested, financially or otherwise in the resolution set out at Item No. 1 of the Notice.

Registered Office:

111, Maker Chambers IV, 11[th] Floor, Nariman Point, Mumbai – 400 021.

Place: Mumbai Date: February 13, 2026

By Order of the Board of Directors For Crest Ventures Limited

Sd/- Namita Bapna Company Secretary

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ANNEXURE A

Information pursuant to Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standards on General Meetings (“SS-2”) of The Institute of Company Secretaries of India (“ICSI”) in respect of - individuals proposed to be appointed / re appointed as Director.

Name of Director Mr. Rajeev Sharma
DIN 01102446
Date of Birth September 07, 1968
Age 57 Years
Date of Appointment: First appointment on the
Board
Appointed
on
November
02,
2015,
as
Non- Executive, Independent Director.
He served two consecutive terms as an
Independent Director in the Company, which
concluded on November 01, 2025.
Qualification 1. Chartered Accountant
2. Company Secretary
3. Cost and Management Accountant
4. Certified Information System Auditor
5. Certified Fraud Examiner (ISACA)
6. Bachelor of Commerce
Expertise in Specific Functional area Mr. Rajeev Sharma has over 35 years of
experience in Consulting, IT and Outsourcing
Industry and has been involved in large IT
projects and has deep domain knowledge.
For briefprofile, refer explanatorystatement.
Listed entities from which the person has resigned
in thepast threeyears
NIL
Directorship in other Companies (excluding
Foreign and Section 8 Companies) as on date of
sendingnotice
1. Osource Global Private Limited
2. Crest Finserv Limited
Chairmanship/ Membership of the Committee
across companies as on date of sending notice (only
Statutory Committees as required to be Constituted
under the Act considered)
1. Audit Committee
Crest Ventures Limited – Member
2. Nomination and Remuneration Committee
Crest Ventures Limited – Member
Shareholding in the listed entity, including
shareholdingas a beneficial owner
281 (Two Hundred and Eighty-One) Equity
Shares
Number of Board Meeting attended during the F.Y.
2025-26
6 (Six)
Includes 5 (Five) meetings attended by him in the
_capacity of Independent Director
_
Relationship with other Directors, Managers / Key
Managerial Personnel of the Company
Not related to any Director/ Key Managerial
Personnel of the Company

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Terms and conditions of appointment or re-
appointment
Mr. Rajeev Sharma is appointed as a Non-
Executive Non-Independent Director for a term
of five (5) consecutive years commencing from
January 07, 2026.
Further, in accordance with Section 152(6) of the
Companies Act, 2013, Mr. Rajeev Sharma shall
be liable to retire byrotation duringhis tenure.
Remuneration last drawn (including sitting fees, if
any) for financial year 2025-26
Sitting fees - INR 3,00,000*
INR 2,50,000 was received as sitting fees for
attending the meeting in his capacity as an
Independent Director.
Remuneration proposed to be paid Sitting fees as per Companies Act, 2013 read
along with its relevant rules thereunder for
attendingthe Board Meetings of the Company.

Registered Office: By Order of the Board of Directors 111, Maker Chambers IV, 11[th] Floor, For Crest Ventures Limited Nariman Point, Mumbai – 400 021. Sd/Place: Mumbai Namita Bapna Date: February 13, 2026 Company Secretary

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