Outcome of Board Meeting

• Security Code: 511413
• Company: CREST

Crest Ventures Ltd has informed BSE that the Board of Directors of Crest Ventures Limited ('the Transferee Company') at its meeting held on February 05, 2015, has considered and approved the following:-

1. Appointment of Mr. Rohan R. Gavas as Company Secretary & Compliance Officer of the Company and

2. The Composite scheme of Amalgamation Between ITI Capital Holdings Private Limited (Wholly Owned Subsidiary of Crest Ventures Limited) and ITI Securities Limited (Step Down Subsidiary of Crest Ventures Limited) and Crest Ventures Limited and their respective shareholders and creditors through a High Court approved Scheme of Amalgamation and Arrangement under Sections 391 - 394 read with Sections 100 - 103 and other applicable provisions of the Companies Act, 1956 and notified sections of Companies Act.

Further the salient features of the Scheme are as follows:

i. ITI Securities Limited would be amalgamated with the ITI Capital Holdings Private Limited on April 01, 2014 (the appointed date -1 as defined in clause 1.2 of the Scheme) and further the said the ITI Capital Holdings Private Limited will be merged with Crest Ventures Limited on April 02, 2014 (the appointed date -2 as defined in clause 1.3 of the Scheme) ;

ii. All assets and liabilities of Transferor Companies would be transferred to the Company;

iii. The Appointed Date of the Scheme is defined in clause 1.2 & 1.3

Consideration for amalgamation:-

- Part A: Merger of ITI Securities Limited with ITI Capital Holdings Pvt. Ltd. (Appointed Date April 01, 2014)

ITI Capital holdings Pvt. Ltd. will not issue any Equity Shares to the shareholders of ITI Securities Limited.

12,00,000/- (Twelve Lacs) 3% Cumulative Redeemable Preference Shares of Rs 100/- each fully paid will be issued to existing preference shareholders of ITI Securities Limited in the ratio of 1 : 1.

- Part B: Merger of ITI Capital Holdings with Crest Ventures. (Appointed Date April 02, 2014)

Crest Ventures Limited will not issue any Equity / preference Shares to the shareholders of ITI Capital Holdings Private Limited since ITI Capital Holdings Private Limited is a wholly owned subsidiary of Crest Ventures Limited.