To The Members of
Cian Healthcare Limited,
Your directors are pleased to present the Boards Report ("Report") of Cian Healthcare Limited ("Company") in accordance with the Companies Act, 2013 ("Act") read with rules made thereunder. This Report covers the financial highlights of the Audited (Standalone and Consolidated) Financial Statements ("Financial Statements") and other developments in respect of the Company during the Financial Year ended on March 31, 2026 ("Financial Year") and any other material development up to the date of this Report.
1. STATUS OF PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 IN RELATION TO CORPORATE INSOLVENCY RESOLUTION PROCESS DURING THE FINANCIAL YEAR 2025-26:
Members are informed that the Company underwent Corporate Insolvency Resolution Process ("CIRP") under the Insolvency and Bankruptcy Code, 2016 ("Code"). The CIRP was triggered pursuant to a petition filed by Shreeji Pharmachem, an Operational Creditor, under Section 9 of the Code, which was admitted by the Honble National Company Law Tribunal, Mumbai Bench ("NCLT") vide its order dated June 11, 2024. Pursuant thereto, Mr. Roshen Chordiya (IBBI Registration No.: IBBI/IPA-001/IP-P02840/2023-2024/14347) was appointed as the Interim Resolution Professional ("IRP") of the Company.
Subsequently, the Company arrived at a settlement with the Operational Creditor, pursuant to which the IRP filed an application for withdrawal of the CIRP. The Honble NCLT, being satisfied that the settlement had been reached prior to constitution of the Committee of Creditors ("COC"), allowed the withdrawal vide its order dated June 20, 2024.
On account of subsequent default in the settlement terms, the Operational Creditor filed a Restoration Application, which was admitted by the Honble NCLT vide its order dated August 14, 2024, thereby restoring the CIRP with effect from June 11, 2024, with commencement timelines reckoned from August 14, 2024, pursuant to the deferment sought by the IRP. The COC, at its meeting held on February 12, 2025, confirmed the appointment of Mr. Roshen Chordiya as the Resolution Professional ("RP"), who thereupon assumed control and custody of the management and operations of the Company.
Of the resolution plans placed before the COC, the plan submitted by Mr. Pradeep Kumar Jain, the Successful Resolution Applicant ("SRA"), was unanimously approved by the COC at its meeting held on March 28, 2025, and was thereafter filed before the Honble NCLT under Sections 30(6) and 31(1) of the Code read with Regulation 39 of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016. The Honble NCLT approved the resolution plan vide its order dated December 18, 2025 ("NCLT Order" / "NCLT Approval Date"), which was duly intimated to the relevant statutory and regulatory authorities.
Constitution of the Resolution Plan Implementation Committee
Pursuant to the NCLT Order, the Company constituted a Resolution Plan Implementation Committee ("Implementation Committee") with effect from the NCLT Approval Date, to remain in existence until the Resolution Plan Closure Date (as defined under the approved resolution plan), such intervening period being referred to as the "Resolution Plan Implementation Period". The Implementation Committee comprised the following:
| S. No. Composition | Designation |
| 1. Mr. Roshen Chordiya, Resolution Professional | Chairperson |
| 2. Mr. Sumit N. Kurup, Nominee of IDBI Bank (on behalf of the Committee of Creditors) | Member |
| 3. Mr. Rachit Malhotra, Nominee of the Successful Resolution Applicant | Member |
The Implementation Committee was vested with powers coextensive with those of the Board of Directors under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, exercisable strictly during the Resolution Plan Implementation Period and solely for implementation-related purposes including oversight of stakeholder payments as contemplated under the approved resolution plan, statutory and ancillary filings, and compliance with applicable law and directions of the Honble NCLT, so as to ensure operational continuity of the Company.
Dissolution of the Implementation Committee:
Upon successful implementation of the resolution plan, the mandate of the Implementation Committee stood concluded, and it was accordingly dissolved with effect from February 1, 2026, consequent to completion of, inter alia, the following key milestones:
i. Reconstitution of the Board of Directors: A new Board of Directors was constituted in accordance with the approved resolution plan and the NCLT Order, upon which all powers of management and control of the Companys affairs vested in the reconstituted Board.
ii. Capital Restructuring: The erstwhile paid-up equity share capital of the Company was reduced and/or extinguished, and fresh equity shares were allotted to public shareholders in proportion to their respective holding as on the Record Date, in terms of the approved resolution plan.
iii. Preferential Allotment: Fresh equity shares were allotted on a preferential basis to the Successful Resolution Applicant and his affiliates, in accordance with the approved resolution plan.
iv. Infusion and Utilisation of Resolution Plan Funds: The Successful Resolution Applicant infused the Total Bid Value of INR 37,30,13,553/- (Indian Rupees Thirty-Seven Crore Thirty Lakh Thirteen Thousand Five Hundred Fifty-Three only) into the Companys designated escrow account within the stipulated timelines. The funds were applied towards CIRP costs and settlement of admitted claims of Financial Creditors, Operational Creditors, Workmen, Employees and other eligible stakeholders, in accordance with the approved resolution plan.
Consequent to completion of the above actions, the resolution plan stands successfully implemented, and the management and control of the Company have been duly transferred to the reconstituted Board of Directors.
2. FINANCIAL SUMMARY AND HIGHLIGHTS:
Your directors are pleased to report that during the Financial Year ended on March 31, 2026, the Company continued to strengthen its presence in the pharmaceutical and nutraceutical sectors by consolidating its domestic and international operations. The Company remained focused on manufacturing and supplying a diversified portfolio of pharmaceutical formulations, including tablets, hard gelatin capsules, liquid syrups, ointments, creams, gels, lotions and nutraceutical products, while maintaining its commitment to quality,regulatory compliance and customer satisfaction. The financial performance of the Company during the year ended March 31, 2026, is summarised below:
(Indian Rupees in Lakhs)
| Particulars | Standalone Year ended March 31, 2026 | Standalone Year ended March 31, 2025 | Consolidated Year ended March 31, 2026 | Consolidated Year ended March 31, 2025 |
| Revenue from Business Operations | 2,829.85 | 3,088.23 | 2,829.85 | 3,079.84 |
| Other Income | 115.99 | 25.27 | 117.02 | 26.82 |
| Total Income | 2,945.84 | 3,113.50 | 2,946.87 | 3,106.66 |
| Operating profit before depreciation, Finance Cost, Exceptional Item and Tax (EBITDA) | (527.06) | (277.48) | (575.32) | (643.50) |
| Less: Depreciation & Amortization expenses | 212.99 | 260.61 | 391.50 | 439.12 |
| Less: Finance Cost | 20.97 | 203.96 | 21.44 | 291.54 |
| Less: Exceptional Item | 1,329.80 | 1,225.37 | (1,329.80) | (1,225.37) |
| Profit/(Loss) before Tax | (2,090.82) | (1,967.42) | (2,318.06) | (2,599.53) |
| Less: Current Tax Expenses | - | - | - | - |
| Less: Tax expense relating to prior years | - | (3.87) | - | (3.87) |
| Less: Deferred Tax Expenses | 11.21 | 2.10 | 11.21 | 2.10 |
| Profit/(Loss) after Tax | (2,102.03) | (1,965.65) | (2,329.27) | (2,597.75) |
| Add: Other Comprehensive | - | - | - | - |
| Total Comprehensive Income | - | - | - | - |
3. FINANCIAL PERFORMANCE OF THE COMPANY AND STATE OF THE COMPANYS AFFAIRS:
During the Financial Year ended March 31, 2026, the Company reported a total loss of INR 2,102.03 lakhs. The financial performance of the Company during the Financial Year was significantly impacted by the CIRP initiated under the Code. The prolonged CIRP adversely affected the Companys business operations, market standing, stakeholder confidence, and overall financial performance, resulting in loss during the year.
However, subsequent to the approval of the Resolution plan by the Honble NCLT, Mr. Pradeep Kumar Jain, along with his affiliates, assumed control over the affairs of the Company in accordance with the terms of the approved Resolution plan. The newly reconstituted management, under the leadership of Mr. Jain and his affiliates, has taken appropriate steps to restore the Companys operational and financial stability, strengthening its business prospects, and creating sustainable value for all stakeholders. Accordingly, the management remains optimistic about the Companys future outlook and expects a gradual improvement in its performance in the coming years.
Our Company exudes a sense of optimism regarding the long-term prospects ahead. With a diversified product pipeline, ongoing capacity augmentation, and strategic initiatives, we firmly believe that our carefully crafted future strategic initiatives will not only guide us through the current challenges but also uniquely position us as a successful giant in the pharmaceutical sector in the years to come.
4. CHANGE IN NATURE OF BUSINESS, IF ANY
During the Financial Year ended on March 31, 2026, there was no change in the nature of the business of the Company. The Company continues to focus on its core segments of manufacturing and supplying a diversified portfolio of pharmaceutical formulations.
5. DIVIDEND
In view of the losses, the Board of Directors of the Company ("Board") has decided not to recommend any dividend for the Financial Year ended on March 31, 2026.
6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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
There were no material changes affecting the financial position of the Company between the close of the Financial Year and the date of this report, except those disclosed in the Financial Statements for the Financial Year ended on March 31, 2026, and as stated below.
Revision in market lot size of equity shares on BSE SME Platform
The Board wishes to inform the members that BSE Limited ("BSE"), vide its notice dated August 21, 2026, revised the market lot size of the equity shares of the Company from 2,000 (Two Thousand) equity shares to 137 (One Hundred and Thirty-Seven) equity shares per lot, with effect from August 24, 2026. With this revision, the Company became the first SME-listed company on the BSE SME Platform to have its market lot revised to 137 equity shares, reflecting the Exchanges continued endeavour to enhance liquidity and ease of trading for investors. The Board views this development as a positive step towards improving accessibility and participation of retail investors in the equity shares of the Company, and reaffirms its continued commitment towards enhancing shareholder value and market efficiency.
Change in Auditors:
A casual vacancy arose upon the resignation of the Statutory Auditors:
M/s S S R C A & Co., Chartered Accountants, have resigned from the position of Statutory Auditors of the Company effective from August 27, 2026, due to their professional commitments and preoccupation, resulting in a casual vacancy in the office of Statutory Auditors of the Company as envisaged by Section 139(8) of the Act.
The Board of Directors, in its meeting dated September 02, 2026, has approved the appointment of M/s Rasool Singhal & Co., Chartered Accountants (Firm Registration No. 500015N), as Statutory Auditors of the Company to fill the casual vacancy arising upon the resignation of the erstwhile statutory auditors and recommends the same to the shareholders for their approval.
Resignation of Internal Auditors:
M/s. Chirag Sancheti and Associates, Internal Auditors of the Company, have tendered their resignation from the position of Internal Auditors of the Company with effect from Saturday, July 4, 2026, due to prior professional commitments and pre-occupations in other assignments.
The Board of Directors, in its meeting dated September 02, 2026, has approved the appointment of M/s N D M & Company, Chartered Accountants (Firm Registration No. 036038N) as Internal Auditors of the Company for the Financial Year 2026-27.
7. TRANSFER TO RESERVES
The Company has not transferred any amount to the general reserve for the year ended March 31, 2026. This choice underscores a thoughtful and prudent assessment of our current requirements, highlighting a deliberate, forward-looking approach to resource allocation that ensures adequate liquidity to support business expansion, working capital needs, and strategic investments.
8. PUBLIC DEPOSITS
During the Financial Year ended on March 31, 2026, the Company has neither accepted nor renewed deposits from the public falling within the ambit of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing details relating to deposits covered under Chapter V of the Act or the details of deposits that are not in compliance with Chapter V of the Act is not applicable.
9. DEPOSITORY SYSTEM
Pursuant to the amendments in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, requests for effecting transfer of securities in physical form shall not be processed by the Company. In case of requests for transmission, transposition, issue of duplicate share certificate, renewal/exchange of securities certificate, endorsement, issuances of securities under consolidation of securities certificates/folios, will be processed only in demat form except for the transfer of securities which were purchased/sold prior to April 1, 2019, whether rejected/returned due to deficiency in the documents or not, such transfer can be reloaded with requisite documents during the special window provided by SEBI vide their circular no. HO/38/13/11(2)2026-MIRSD-POD/I/3750/2026 dated January 30, 2026, from February 5, 2026, till February 4, 2027.
Provided that since all the shares of the Company are in dematerialised form, as a result of which, the Company is not required to comply with the provisions of SEBI Circular no. HO/38/13/11(2)2026-MIRSD-POD/I/3750/2026 dated January 30, 2026, during the Financial Year 2025-26.
10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the Financial Year ended on March 31, 2026, in order to meet the working capital requirements, operational liquidity needs, business revival requirements and obligations under the approved resolution plan, the Company has availed unsecured loan/financial assistance from its related parties.
There were no loans, guarantees or investments that have been extended by the Company during the Financial Year 2025-26. Further, the disclosure regarding the outstanding loans, guarantees, and investments extended by the Company, which are governed by the provisions of Section 186 of the applicable Act, read with the rules made thereunder, has been provided in the standalone Audited Financial Statements of the Company for the Financial Year ended on March 31, 2026.
11. CHANGE IN SHARE CAPITAL
11.1. Reduction of erstwhile fully paid-up equity share capital of the Company:
The Implementation Committee in its meeting dated January 23, 2026, approved the following decisions with respect to changes in the share capital:
The erstwhile issued, subscribed and paid-up equity share capital of the Company held by the erstwhile Promoters, aggregating to 67,74,897 (Sixty-Seven Lakhs Seventy-Four Thousand Eight Hundred Ninety-Seven) equity shares having face value of INR 10/- (Indian Rupees Ten Only) each, representing 27.10% of the total erstwhile paid-up equity shareholding of the Company, approved to be reduced/cancelled and extinguished to Zero without any consideration, as the estimated liquidation value of such equity shareholding has been regarded as NIL.
The erstwhile issued, subscribed and paid-up equity share capital of the Company, held by the Public Shareholders, aggregating to 1,82,20,867 (One Crore Eighty-Two Lakhs Twenty Thousand Eight Hundred Sixty-Seven) equity shares having face value of INR 10/- (Indian Rupees Ten Only) each, representing 72.90% of the total erstwhile equity shareholding of the Company, approved to be reduced/cancelled and extinguished in-lieu of the issuance of 12,50,000 (Twelve Lakhs Fifty Thousand) fresh equity shares having face value of INR 10/- (Indian Rupees Ten Only) each.
c. Allotment of fresh equity shares to the Public Shareholders:
The allotment of 12,50,000 (Twelve Lakhs Fifty Thousand) fresh equity shares having a face value of INR 10/- (Indian Rupees Ten Only) each to the Public Shareholders in a ratio proportionate to their equity shareholding in the erstwhile share capital of the Company, as on the Record Date, i.e. January 21, 2026.
Further, the fractional shares entitlement vis-?-vis reduced public shareholding was determined and dealt with in accordance with the procedure laid down in the NCLT Order and in accordance with the applicable laws.
The Company received the BSE Letter No. DCS/AMAL/AK/R37-IBC/1121/2025-26, dated March 10, 2026, from BSE Limited ("BSE" or "Stock Exchange") in relation to the listing approval of 12,50,000 (Twelve Lakhs Fifty Thousand) fully paid-up equity shares at a face value of INR 10/- (Indian Rupees Ten Only) each to the public shareholders, pursuant to NCLT Order and approved resolution plan.
11.2. Preferential Allotment of fully paid-up Equity Shares to the Existing Promoters of the Company:
The Implementation Committee approved the issuance of 2,37,50,000 (Two Crores Thirty-Seven Lakhs Fifty Thousand) fresh equity shares on a preferential basis, at a face value of INR 10/- (Indian Rupees Ten Only) each, which rank pari-passu in all respects with the equity shares of the public shareholders to the below-mentioned promoters of the Company, in accordance with the NCLT Order:
| S. No. Promoter(s) | Total No. of equity shares | Shareholding Percentage (%) |
| 1. Ananta Medicare Limited | 1,37,50,000 | 55 |
| 2. Mr. Rajesh Jain | 52,50,000 | 21 |
| 3. Mr. Pradeep Kumar Jain | 47,50,000 | 19 |
Total |
2,37,50,000 |
95 |
The newly appointed Board of Directors of the Company, in its meeting dated March 16, 2026, has considered and approved the allotment of 2,37,50,000 fully paid-up equity shares at a face value of INR 10/- each to the aforementioned persons, in accordance with the approved resolution plan read with NCLT Order.
The Company received the BSE Letter No. DSC/PREF/AK/1119/2025-26, dated March 10, 2026, from the Stock Exchange in relation to the in-principle approval of 2,37,50,000 (Two Crores Thirty-Seven Lakhs Fifty Thousand) fully paid-up equity shares at a face value of INR 10/- (Indian Rupees Ten Only) each to the promoters, pursuant to the NCLT Order and approved resolution plan.
The Company thereafter received the BSE Letter No. LOD/PREF/TS/FIP/4134/2025-26, dated March 20, 2026, from the Stock Exchange in relation to the listing approval of 2,37,50,000 (Two Crores Thirty-Seven Lakhs Fifty Thousand) fully paid-up equity shares at a face value of INR 10/- (Indian Rupees Ten Only) each to the promoters, pursuant to the NCLT Order and approved resolution plan.
11.3 Increase in the Paid-up Share Capital of the Company:
During the Financial Year ended on March 31, 2026, the Paid-up Share Capital of the Company was increased from INR 24,99,57,640 (Indian Rupees Twenty-Four Crores Ninety-Nine Lakhs Fifty-Seven Thousand Six Hundred Forty Only), divided into 2,49,95,764 (Two Crores Forty-Nine Lakhs Ninety-Five Thousand Seven Hundred Sixty-Four) equity shares of INR 10/- (Indian Rupees Ten Only) each, to INR 25,00,00,000 (Indian Rupees Twenty-Five Crores Only), divided into 2,50,00,000 (Two Crores Fifty Lakhs) equity shares of INR 10/- (Indian Rupees Ten Only) each. The increase in the paid-up share capital is consequent to the implementation of the NCLT Order read with the approved resolution plan.
The Company received the BSE Letter No. DCS/AMAL/AK/4144/2025-26, dated March 30, 2026, from the Stock Exchange in relation to the trading approval of 2,50,00,000 (Two Crores Fifty Lakhs) fully paid-up equity shares at a face value of INR 10/- (Indian Rupees Ten Only).
All statutory and regulatory filings required pursuant to the NCLT Order, the approved Resolution plan, and the applicable provisions of law were duly completed and filed with the respective statutory and regulatory authorities within the prescribed timelines.
11.4. Additional Disclosure:
a. The Company has not bought back any of its securities
b. The Company has not issued any Bonus Shares
c. The Company has not issued any sweat equity Shares
d. The Company has not purchased or given loans for purchase of its shares
e. The Company has not granted any employee stock options.
f. The Company has not issued equity shares with differential rights as to dividend,
voting or otherwise
12. DETAILS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
In terms of Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), Material Subsidiary shall mean a subsidiary whose turnover or net worth exceeds ten per cent of the consolidated turnover or net worth, respectively, of the Company and its subsidiaries in the immediately preceding accounting year. Accordingly, the Company does not have any material subsidiary, in accordance with the provisions of the Listing Regulations.
However, the Company has one Wholly-Owned Subsidiary Company, namely Dr. Smiths Biotech Private Limited, in which the Company holds 21,99,999 equity shares at a face value of INR 10/- (Indian Rupees Ten Only), aggregating to 100% of fully paid-up equity share capital of its Wholly-Owned Subsidiary Company.
It is pertinent to note that the Honble NCLT has admitted an application under Section 7 of the Code, thereby initiating the CIRP against Dr. Smiths Biotech Private Limited, the Wholly-Owned Subsidiary of the Company. Consequently, the powers of the Board of Directors of the subsidiary stand suspended, and the management and control of the affairs of the subsidiary have vested with the IRP.
Pursuant to the aforesaid order of the Honble NCLT, Ms. Megha Agarwal (IBBI Registration No. IBBI/IPA001/IP-P01456/2018-2019/12272) has been appointed as the Interim Resolution Professional ("IRP") to manage the affairs of and exercise control over the operations of the subsidiary during the CIRP in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016.
In accordance with Section 129(3) of the Act, and Rule 5 of the Companies (Accounts) Rules, 2014, which states that where the Company has one or more subsidiaries or associate companies, it shall, in addition to its Financial Statements, prepare a consolidated Financial Statements of the Company and of all subsidiaries and associate companies in the same form and manner as that of its own and also attach along with its Financial Statements, a separate statement containing the salient features of the Financial Statements of its subsidiaries and associates.
Hence, the consolidated Financial Statements of the Company and of its Subsidiary Company, prepared in accordance with the accounting standards notified under Section 133, shall be in the form or forms as may be provided for different classes or classes of companies in Schedule III, as specified in the Companies (Indian Accounting Standards) Rules, 2015. Further, a statement containing the salient features of the Financial Statements of the Companys subsidiary in the prescribed Form AOC-1 is attached as Annexure A to this Boards Report. This statement also provides details of the performance and financial position of the Subsidiary Company.
No Associate Company or joint-venture Company was held by the Company during the Financial Year ended on March 31, 2026.
13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to the provisions of Regulation 34 and Schedule V of the Listing Regulations, a review of the performance of the Company for the Financial Year ended March 31, 2026, Management Discussion and Analysis Report, is presented in a separate section forming part of this Report as "Annexure B".
14. CORPORATE GOVERNANCE:
Pursuant to Regulation 15(2) of the Listing Regulations, the provisions of Regulation 27(2) relating to the submission of the Corporate Governance Report are not applicable to the Company. The Company remains committed to upholding high standards of corporate governance and continues to adopt and implement, to the extent applicable, sound governance practices, transparency, ethical business conduct and robust compliance mechanisms in the conduct of its affairs.
15. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on March 31, 2026, the Companys Board comprises of 5 (five) members, which includes 2 (Two) Non-Executive Directors, 2 (Two) Independent Non-Executive Directors and 1 (One) Executive Director as the Managing Director of the Company, who are named as below:
| S. No. Name of the Director | DIN | Designation |
| 1 Mr. Pradeep Kumar Jain | 02039972 | Non-Executive Director |
| 2 Ms. Simmi Soni | 06705768 | Additional Woman Non-Executive Director |
| 3 Mr. Manish Goswami | 05301935 | Independent Non-Executive Director |
| 4 Mr. Anjani Misra | 10993106 | Independent Non-Executive Director |
| 5 Mr. Rajesh Jain | 02066848 | Managing Director |
15.1. Retirement by Rotation:
As per the provisions of the Act, Mr. Pradeep Kumar Jain (DIN: 02039972), a Non-Executive Director, who is liable to retire by rotation at the forthcoming 23rd Annual General Meeting of the Company in the Financial Year 2026-27 and being eligible, has offered himself for re-appointment at such meeting by the members of the Company. The Board of Directors recommended his re-appointment for members approval.
15.2. Changes in the composition of the Board of Directors and Key Managerial Personnel:
During the Financial Year ended on March 31, 2026, the following were the changes in the composition of the Board pursuant to the relevant provisions of the NCLT Order read with the approved resolution plan:
| S. No. Name of Director | Designation | DIN | Details of Cessation/ Appointment/ Change in designation | Date of Cessation/ Appointment/ Change in designation |
| 1 Mr. Suraj Shriniwas Zanwar | Managing Director | 01304850 | Cessation: Vacation of office (Deemed Resignation) | NCLT Approval Date i.e. December 18, 2025 |
| 2 Mr. Sunil Kumar | Independent Non-Executive Director | 09716226 | Cessation: Vacation of office (Deemed Resignation) | NCLT Approval Date i.e. December 18, 2025 |
| 3 Mr. Santosh Shivaji Pimparkar | Director | 08466723 | Cessation: Vacation of office (Deemed Resignation) | NCLT Approval Date i.e. December 18, 2025 |
| 4 Mr. Pradeep Kumar Jain | Promoter and Non-Executive Director | 02039972 | Appointment: Pursuant to the NCLT Order read with the approved resolution plan | With effect from January 09, 2026 |
| 5 Mr. Rajesh Jain | Promoter and Non-Executive Director | 02066848 | Appointment: Pursuant to the NCLT Order read with the approved resolution plan | With effect from January 09, 2026 |
| 6 Mr. Manish Goswami | Independent Non-Executive Director | 05301935 | Appointment: Pursuant to the NCLT Order read with the approved resolution plan | With effect from January 09, 2026, for a tenure of 5 (five) years |
| 7 Mr. Anjani Misra | Independent Non-Executive Director | 10993106 | Appointment: Pursuant to the NCLT Order read with the approved resolution plan | With effect from January 09, 2026, for a tenure of 5 (five) years |
| 8. Ms. Simmi Soni | Additional Woman Non-Executive Director | 06705768 | Appointment: pursuant to the Boards approval in its | With effect from March 16, 2026 |
| 9 Mr. Manish Goswami | Independent Non-Executive Director and Chairperson | 05301935 | Change in designation: Appointed as Chairperson of the Board for a tenure of 1 (One) year | With effect from March 16, 2026 |
| 10 Mr. Rajesh Jain | Promoter and Managing Director | 02066848 | Change in designation: Appointed as Managing Director for a tenure of 3 (Three) years | With effect from March 16, 2026 |
From the end of the Financial Year up to the date of the approval of this Report, the members of the Company have approved the appointment of Ms. Simmi Soni as a Woman Non-Executive Director and Mr. Rajesh Jain as the Managing Director of the Company through postal ballot on July 09, 2026.
During the Financial Year ended on March 31, 2026, the following were the changes in the composition of the Key Managerial Personnel, other than directors:
| S. No. Name of Key Managerial Personnel | Designation | Details of Cessation/ Appointment/ Change in Designation | Date of Cessation/ Appointment/ Change in designation |
| 1 Mr. Bhushan Ramesh Kulkarni | Company Secretary | Cessation: Vacation of office (Deemed Resignation) | NCLT Approval Date i.e. December 18, 2025 |
| 2 Ms. Kalyani Vijay Chordia | Chief Financial Officer | Cessation: Vacation of office (Deemed Resignation) | NCLT Approval Date i.e December 18, 2025 |
| 3 Ms. Kalyani Vijay Chordia | Chief Financial Officer | Appointment: pursuant to the Boards approval in its meeting dated March 16, 2026 | With effect from March 16, 2026 |
| 4 Mr. Rachit Malhotra | Company Secretary and Chief Compliance Officer | Appointment: pursuant to the Boards approval in its meeting dated March 16, 2026 | With effect from March 16, 2026 |
As on March 31, 2026, the following are the Companys Key Managerial Personnel as per Section 2(51) and Section 203 of the Act:
| S. No. Name of the Key Managerial Personnel | Designation |
| 1 Mr. Rajesh Jain | Managing Director |
| 2 Mr. Rachit Malhotra | Company Secretary and Chief Compliance Officer |
| 3 Ms. Kalyani Vijay Chordia | Chief Financial Officer |
All changes in the composition of the Board and Key Managerial Personnel were duly approved and filed with the Registrar of Companies within the prescribed timelines.
15.3. Meetings of the Board:
During the Financial Year under review, the Company was undergoing the CIRP under the provisions of the Code. Consequently, pursuant to Section 17 of the Code, upon commencement of the CIRP and appointment of the IRP, the powers of the Board of Directors of the Company stood suspended, and the management and affairs of the Company vested in the IRP. Subsequently, upon appointment of the RP under Sections 22 and 23 of the Code, such powers continued to be exercised by the RP throughout the CIRP.
In accordance with Section 21 of the Code, the IRP, upon collation and verification of the claims received from the creditors, constituted the COC to supervise and oversee the CIRP and to consider and approve the Resolution plan submitted by the Resolution Applicants in accordance with the provisions of the Code.
Pursuant to the Order dated December 18, 2025, passed by the Honble NCLT approving the Resolution plan under Section 31 of the Code, the CIRP attained its conclusion, and as a result, the COC stood dissolved with immediate effect. Thereafter, in accordance with the terms of the approved Resolution plan read with the NCLT Order, the Company constituted the Implementation Committee with effect from the NCLT Approval Date. Upon successful implementation of the Resolution plan and on the Resolution plan Closure Date i.e. February 01, 2026, the management and control of the Company were vested in the reconstituted Board of Directors in accordance with the approved Resolution plan and the NCLT Order.
Accordingly, during the period in which the Company remained under the CIRP, the powers of the Board of Directors remained suspended and were exercised by the Resolution Professional. Consequently, no meetings of the Board of Directors were held during such period, and the affairs of the Company were administered in accordance with the provisions of the Code, the approved Resolution plan and the directions contained in the NCLT Order.
The details of the meetings of the Board of Directors held during the Financial Year are provided below:
| S. No Date of Board Meeting | Total number of Directors as on the date of the meeting | Number of Directors attended | % of attendance |
| 1. March 16, 2026 | 4 | 3 | 75 |
15.4. Committees of the Board:
In accordance with the provisions of the Act and the rules made thereunder, the re-constituted Board has proactively constituted several statutory Committees to ensure focused oversight and effective corporate governance. These committees assist the Board in discharging its responsibilities relating to audit, risk management, nomination, remuneration, stakeholder relations and other statutory matters, thereby reinforcing a transparent and accountable management framework.
The details of the Committees, along with their functions, duties and responsibilities, are provided hereunder, along with their composition as on March 31, 2026:
i. Audit Committee:
The Audit Committee was constituted in accordance with the provisions of Section 177 of the Act, read with the rules made thereunder, along with the provisions of applicable Listing Regulations. This committee plays a crucial role in overseeing the integrity of the financial reporting process, monitoring internal control systems, and ensuring compliance with legal and regulatory requirements. The terms of reference for the Audit Committee are as follows:
i. overseeing the Companys financial reporting process and disclosure
of its financial information to ensure that the Financial Statements are correct,
sufficient and credible;
ii. the recommendation for appointment, remuneration, and terms of appointment of auditors
of the Company;
iii. reviewing and monitoring the auditors independence, performance, and the
effectiveness of the audit process;
iv. reviewing with the management, the annual and half-yearly Financial Statements along
with the auditors report and limited review report thereon prior to submission to the
Board for approval, with particular reference to: matters required to be stated in the
Directors responsibility statement to be included in the Boards report in terms of
Section 134(3)(c) of the Companies Act; changes, if any, in accounting policies and
practices and reasons for the same; major accounting entries involving estimates based on
the exercise of judgment by management; significant adjustments made in the Financial
Statements arising out of audit findings; compliance with listing and other legal
requirements relating to Financial Statements; disclosure of any related party
transactions; and qualifications and modified opinions in the audit report.
v. scrutiny of inter-corporate loans and investments;
vi. approval or modification of related party transactions of the Company;
vii. valuation of undertakings or assets of the Company, wherever it is necessary;
viii. evaluation of internal financial controls and risk management systems;
ix. monitoring the end use of funds raised through public offers and related matters;
x. facilitating vigil mechanisms and whistleblower complaints along with their redressal;
xi. performing such other functions as may be assigned by the Board from time to time; and
xii. dealing with any other matter incidental thereto, which the Committee deems fit and
which shall not be reserved to be approved by the Board under the Act or any other
Applicable Law.
During the Financial Year ended on March 31, 2026, the Audit Committee was constituted by the Board of Directors of the Company through a resolution passed by way of circulation dated February 09, 2026, and as on March 31, 2026, the composition of the Audit Committee of the Board is mentioned hereunder:
| Name of the Members | Directors Identification Number (DIN) | Designation | Position in the Audit Committee |
| Mr. Manish Goswami | 05301935 | Independent Director | Chairman |
| Mr. Pradeep Kumar Jain | 02039972 | Non-Executive Director | Member |
| Mr. Anjani Misra | 10993106 | Independent Director | Member |
The details of the meetings of the Audit Committee held during the Financial Year ended on March 31, 2026, are mentioned hereunder:
| S. No | Date of Meeting | Total number of members as on the date of the Audit meeting | Number of members attended | % of attendance |
| 1. | March 16, 2026 | 3 | 2 | 66.67 |
During the Financial Year ended on March 31, 2026, the Audit Committee met 1 (one) time, and the requisite quorum was present at the meeting. All the recommendations made by the Audit Committee were accepted by the Board of Directors.
ii. Nomination & Remuneration Committee:
The Nomination & Remuneration Committee ("NRC") was constituted in accordance with the provisions of Section 178 of the Act, read with the rules made thereunder, along with the provisions of applicable Listing Regulations. The Committee serves a vital role in the governance structure by diligently overseeing the appointment processes for both the Board of Directors and the Senior Management team. The Committee is responsible for identifying qualified individuals for appointment as Directors and Key Managerial Personnel, formulating the remuneration policy, and conducting annual evaluations of the Board, its Committees, and individual directors. It also takes the initiative in crafting comprehensive policies that guide performance evaluations, ensuring that assessments are fair, transparent, and aligned with the organisations strategic goals. The terms of reference for the Nomination & Remuneration Committee are as follows:
i. identifying persons who are qualified to become directors or who may
be appointed in senior management in accordance with the criteria laid down;
ii. identifying and recommending to the Board and shareholders, suitable candidates to
fill Board vacancies as and when they arise, and ensuring succession planning;
iii. recommending to the Board the appointment and removal of persons specified in clause
(i);
iv. specifying the manner for effective evaluation of the performance of individual
directors and reviewing its implementation and compliance;
v. carrying out the performance evaluation of the individual directors;
vi. formulating the criteria for determining qualifications, positive attributes and
independence of a director;
vii. ensuring fit and proper status of the proposed and existing directors;
viii. recommending to the Board a remuneration policy for the directors, key managerial
personnel and other employees;
ix. performing such other functions as may be assigned by the Board from time to time; and
x. dealing with any other matter incidental thereto, which the Committee deems fit and
which shall not be reserved to be approved by the Board under the Act or any other
Applicable Law.
During the Financial Year ended on March 31, 2026, the Nomination and Remuneration Committee was constituted by the Board of Directors of the Company through a resolution passed by way of circulation dated February 09, 2026, and as on March 31, 2026, the composition of the Nomination and Remuneration Committee of the Board is mentioned hereunder:
| Name of the Members | Directors Identification Number (DIN) | Designation | Position in the Nomination and Remuneration Committee |
| Mr. Anjani Misra | 10993106 | Independent Director | Chairman |
| Mr. Pradeep Kumar Jain | 02039972 | Non-Executive Director | Member |
| Mr. Manish Goswami | 05301935 | Independent Director | Member |
The details of the meetings of the Nomination and Remuneration Committee held during the Financial Year ended on March 31, 2026, are mentioned hereunder:
| S. No Date of Meeting | Total number of members as on the date of the Nomination and Remuneration meeting | Number of members attended | % of attendance |
| 1. March 16, 2026 | 3 | 2 | 66.67 |
During the Financial Year ended on March 31, 2026, the Nomination and Remuneration Committee met 1 (one) time, and the requisite quorum was present at the meeting. All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board of Directors.
iii. Stakeholders Relationship Committee
The Stakeholders Relationship Committee was constituted in accordance with the provisions of Section 178 of the Act, read with the rules made thereunder, and the applicable provisions of the Listing Regulations. The Committee plays a pivotal role in safeguarding the interests of the Companys shareholders and other security holders by ensuring prompt and effective redressal of their grievances. It oversees matters relating to the transfer and transmission of securities, issue of duplicate share certificates, dematerialisation and rematerialisation of shares, investor services, and other matters concerning stakeholders relations. The Committee also monitors the quality and timeliness of investor services rendered by the Registrar and Share Transfer Agent and ensures adherence to the applicable statutory and regulatory requirements with a view to strengthening investor confidence and promoting sound corporate governance practices. The terms of reference for the Stakeholders Relationship Committee are as follows:
i. redressal of grievances of the shareholders and other security
holders of the Company, including complaints related to transfer/transmission of shares,
non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate
certificates, general meetings etc. and shall assist with quarterly reporting of such
complaints;
ii. reviewing measures shall be taken for the effective exercise of voting rights by the
shareholders;
iii. investigating complaints relating to allotment of shares, approving transfer or
transmission of shares or any other securities; reviewing adherence to the service
standards adopted by the Company in respect of various services rendered by the registrar
and share transfer agent and recommending measures for improvement in the investor
services;
iv. reviewing initiatives that shall be taken by the Company for reducing unclaimed
dividends and ensuring the timely receipt of dividend warrants, annual reports and
statutory notices by the shareholders of the Company;
v. reviewing adherence to the service standards adopted by the Company in respect of
various services being rendered by the registrar and share transfer agent;
vi. formulating procedures, in line with the statutory guidelines, for the speedy disposal
of shareholders requests from time to time;
vii. approving, registering, or refusing to register transfer or transmission of shares
and other securities;
viii. giving effect to dematerialisation of shares and re-materialisation of shares,
subdividing, consolidating and/or replacing any share or other securities certificate(s)
of the Company, and ensuring compliance with all the requirements related to shares,
debentures and other securities from time to time;
ix. performing such other functions as may be assigned by the Board, from time to time;
and
x. dealing with any other matter incidental to the above which the Committee deems fit,
and which shall not be required to be approved by the Board under the Act or any other
Applicable Law.
During the Financial Year ended on March 31, 2026, the Stakeholders Relationship Committee was constituted by the Board of Directors of the Company through a resolution passed by way of circulation dated February 09, 2026, and as on March 31, 2026, and the composition of the Stakeholders Relationship Committee of the Board is mentioned hereunder:
| Name of the Members | Directors Identification Number (DIN) | Designation | Position in the Stakeholders Relationship Committee |
| Mr. Manish Goswami | 05301935 | Independent Non-Executive Director | Chairman |
| Mr. Pradeep Kumar Jain | 02039972 | Non-Executive Director | Member |
| Mr. Rajesh Jain | 02066848 | Managing Director | Member |
During the Financial Year ended on March 31, 2026, no meeting of the Stakeholders Relationship Committee was held.
16. INDEPENDENT DIRECTORS:
16.1. Appointment of Independent Director
The Implementation Committee, in its meeting dated January 09, 2026, appointed the following Independent Non-Executive Directors to the new Board of Directors of the Company, based on their expertise and experience:
| Name of the Director | Directors Identification Number (DIN) | Designation | Date of Appointment |
| Mr. Anjani Misra | 10993106 | Independent Non-Executive Director | With effect from January 09, 2026, for a tenure of 5 (five) years |
| Mr. Manish Goswami | 05301935 | Independent Non-Executive Director | With effect from January 09, 2026, for a tenure of 5 (five) years |
The Company has received necessary declarations and confirmations from Mr. Anjani Misra and Mr. Manish Goswami, confirming that they meet the criteria of independence as prescribed under the Act and the Listing Regulations read with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, and that they are not disqualified from being appointed as Independent Non-Executive Directors of the Company.
Further, Mr. Anjani Misra and Mr. Manish Goswami are not related to any Director or Key Managerial Personnel of the Company and have not been debarred from holding the office of Director by virtue of any Order of the Securities and Exchange Board of India or any other authority.
16.2. Declaration by Independent Directors:
The Company has received necessary declarations from all its Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act read with Rule 6(1) & (2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, along with Listing Regulations and all Independent Directors have submitted declarations regarding their online registration with the Indian Institute of Corporate Affairs ("IICA") for inclusion or renewal of their names in the databank of Independent Directors.
Based on the disclosures received, the Board is satisfied that the Independent Directors of the Company possess the requisite qualifications, experience, and expertise, uphold the highest standards of integrity, and maintain independence from the Management of the Company, which is required for effective Board functioning and is in line with the Companys Code of Conduct for Board of Directors and Senior Management Personnel.
During the Financial Year ended on March 31, 2026, the Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees and reimbursement of expenses incurred for attending the meetings of the Board and its Committees.
16.3 Statement regarding the opinion of the Board with regard to integrity, expertise and experience (including proficiency) of the Independent Directors appointed during the year
Pursuant to the provisions of the Act and the rules made thereunder, the Board has evaluated and formed an opinion on the integrity, expertise and experience (including proficiency) of all Independent Non-Executive Directors based on their qualifications, declarations, and disclosures made during the Financial Year ended on March 31, 2026.
After careful consideration, the Board firmly believes that each Independent Non-Executive Director exemplifies the highest standards of integrity and possesses a wealth of relevant expertise and experience. Their ongoing involvement as an Independent Non-Executive Director is anticipated to be of substantial benefit and serve the best interests of the Company, fostering continued growth and success.
16.4 Meeting of Independent Directors:
In compliance with the provisions of Schedule IV to the Act, read with rules made thereunder, and the provisions of the Companys Code of Conduct for Board of Directors and Senior Management Personnel, the Independent Non-Executive Directors of the Company convened a separate meeting on March 30, 2026, during the Financial Year ended on March 31, 2026. This meeting was held without the presence of Non-Independent Directors or members of the management team, and inter-alia reviewed the following:
a. The performance of Non-Independent Directors and the Board as a
whole;
b. The performance of the Chairperson of the Board, taking into account the views of
Non-Executive Directors; and
c. The quality, quantity, and timeliness of the flow of information between the Companys
management and the Board that is necessary for the Board to effectively and reasonably
perform their duties.
The Independent Directors expressed overall satisfaction with the performance of the Board, its Committees, and management, and acknowledged the Companys culture of transparency and accountability.
17. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS HAS BEEN MADE.
Pursuant to Section 17 of the Code, upon commencement of the CIRP, the powers of the Board of Directors stood suspended and were exercised by the IRP, and subsequently by the RP in accordance with the provisions of the Code.
Accordingly, the Board of Directors and its Committees were not in a position to discharge their governance functions during the CIRP. Consequently, the annual performance evaluation of the Board of Directors, its Committees and the individual Directors, as contemplated under the Act and the applicable provisions of the Listing Regulations, could not be undertaken during the Financial Year. Further, neither the Resolution Professional nor the Committee of Creditors constituted under the Code is required to carry out such a performance evaluation under the applicable provisions of the Code. Accordingly, no performance evaluation of the Board, its Committees or the individual Directors was conducted during the Financial Year.
However, upon the handover of management and/or control of the Company along with all the requisite documents, records, papers, deeds and such other ancillary documents to the SRA on February 01, 2026, the Independent Directors of the reconstituted Board has convened a dedicated meeting on March 30, 2026, during which they undertook a detailed evaluation of the Chairperson of the Board upon taking into account the views of the Non-Executive Directors; the Non-Independent Directors; the Board as a whole; and the quality and timeliness of the flow of information between the management and the Board, in accordance with the provisions of Schedule IV of the Act read with rules made thereunder and Listing Regulations along with the Companys Performance Evaluation Policy.
The Independent Directors have expressed their satisfaction with the effectiveness of their functioning and that of their Committees and individual Directors, and the integrity and thoroughness of the evaluation process, highlighting a commitment to continuous improvement and effective governance.
18. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES
Pursuant to the provisions of Section 178(3) of the Act, read with rules made thereunder along with the applicable provisions of the Listing Regulations, the Company has considered and adopted a comprehensive Nomination and Remuneration Policy ("NRC Policy") that sets out the parameters for determining the qualifications, positive attributes, and independence of directors, key managerial personnel and senior management personnel of the Company and all the remuneration paid or payable to the Directors, Key Managerial Personnel and Senior Management Personnel of the Company, is in line with the NRC Policy of the Company. The Policy is available on the Companys website at https://cian.co/.
The salient features of the said NRC Policy are provided hereunder:
i. When appointing an Independent Director, Nomination and Remuneration
Committee ("Committee") is tasked with thoroughly assessing the independent
status of the candidates in relation to the Company, as prescribed in Section 149 of the
Act, read with rules made thereunder, and Schedule IV of the Act. This due diligence
ensures that the Board is equipped to fulfil its responsibilities and meet its obligations
effectively.
ii. The Nomini Committee shall evaluate several key attributes and criteria while
recommending the candidature for appointment as Directors or for positions within Senior
Management. These key attributes and criteria shall include:
a) The qualifications, specialised knowledge, and extensive experience of the candidates
in their respective professional domains;
b) The personal, professional, and business integrity and credibility of each candidate;
and
c) The overall diversity of the Board, which enriches discussions and decision-making.
iii. For the re-appointment of Independent Non-Executive Director and Executive Director,
the Board and the Nomination & Remuneration Committee shall carefully consider the
annual Performance Evaluation of each individual Director. This evaluation serves as a
critical metric to assess their continued effectiveness and contribution in their roles.
iv. In the process of selecting the members of the Board, the Committee is committed to
ensuring that each individual embodies high standards of integrity and possesses relevant
expertise and experience. This careful selection process aims to cultivate a diverse
Board, bringing together specialists from various fields to enhance the Companys
strategic vision and governance.
v. Provides for formulation and implementation of a Board Diversity framework to ensure an
appropriate balance of skills, expertise, experience, knowledge, gender and other
attributes on the Board as a whole.
vi. Sets out the principles governing the remuneration of Executive Directors,
Non-Executive Directors, Independent Non-Executive Directors, Key Managerial Personnel and
Senior Management Personnel, ensuring that the remuneration is fair, reasonable,
performance-driven and aligned with the long-term objectives of the Company.
1i. The purpose of this NRC Policy is to establish and govern the procedure, as applicable inter-alin in respect of the following:
a) The level and composition of remuneration are reasonable and
sufficient to attract, retain, and motivate competent candidates of the requisite quality
to run the Company successfully;
b) Relationship of remuneration to performance is clear and meets appropriate performance
benchmarks; and
c) Ensure that the remuneration to directors, key managerial personnel, and senior
management involves a balance between fixed and incentive pay reflecting short- and
long-term performance objectives appropriate to the workings of the Company and its goals.
The total remuneration to be paid to the Managing Director is within the limits prescribed under the provisions of Section 197 read with Schedule V of the Act, read with applicable provisions of the Listing Regulations and the approval of the Board and Shareholders, upon the recommendation of the Nomination and Remuneration Committee. The details of the remuneration and/or sitting fees payable to the Directors and Independent Non-Executive Directors are mentioned in the audited Financial Statements, as appended to this Report.
The NRC Policy is periodically reviewed by the Committee and approved by the Board to ensure its continued relevance and alignment with evolving legal and governance requirements.
19. ADEQUACY OF INTERNAL CONTROL SYSTEM AND INTERNAL FINANCIAL CONTROLS:
The Company has established a robust internal financial control system tailored to the Financial Statements and an internal control system commensurate with the size, complexity, and scope of its operations. These controls are designed to provide reasonable assurance regarding the reliability of financial reporting, the safeguarding of assets, the prevention and detection of fraud and errors, and compliance with applicable laws and regulations. The Internal Auditors of the Company carries out a review of the internal control systems and procedures.
The Board of Directors has established and maintained adequate internal financial controls commensurate with the nature, size and complexity of the Companys business and operations. During the Financial Year under review, while the Company was undergoing the CIRP, the affairs of the Company were managed in accordance with the provisions of the Code and the approved Resolution plan. Subsequent to the successful implementation of the Resolution plan and restoration of the management, the Company has undertaken appropriate measures to strengthen its internal financial control framework to support its revised operations and ensure compliance with applicable laws, internal policies and established procedures.
The Audit Committee plays a critical role in assessing both the adequacy and effectiveness of the Companys Internal Financial Control system. Based on the framework of internal financial controls and the review carried out by the management and the Audit Committee, the Board confirms that no material weaknesses were observed during the period under review, which commences from the Resolution plan Closure Date i.e. February 01, 2026, to March 31, 2026, highlighting the systems integrity and reliability.
20. WHISTLE BLOWER POLICY/VIGIL MECHANISM
In accordance with Section 177 of the Act, the Company has adopted a Whistleblower Policy to deal with instances of fraud and mismanagement, if any. The Company has established a mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of our Code of Conduct and Ethics. The mechanism also provides for adequate safeguards against victimisation of directors and employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. Further, on the commencement of CIRP, the reporting was handed over to the Resolution Professional. We affirm that during the Financial Year 2025-26, no complaints have been received from employees or directors of the Company.
21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the Financial Year ended on March 31, 2026, all contracts/arrangements/transactions entered into by the Company with the related parties were on an arms length basis and in the ordinary course of business, in compliance with the relevant provision of the Act, and the rules made thereunder along with the applicable provisions of Regulation 23 of the Listing Regulations and Policy on Materiality and Dealing with Related Party Transactions of the Company, subject to the approval of the appropriate authority, as applicable on the Company from time to time.
During the period commencing from the NCLT Order up to the dissolution of the Implementation Committee, the powers of the shareholders and board were vested in the Implementation Committee, as a result of which, the Implementation Committee has approved the material related party transactions in the form of unsecured loan/interest-bearing financial assistance, in accordance with the provisions of the Act, read with rules made thereunder along with the applicable provisions of Regulation 23 of the Listing Regulations and Policy on Materiality and Dealing with Related Party Transactions of the Company, in its meeting dated January 14, 2026
In line with the requirements of the Act and the Listing Regulations, the Company has a Policy on Materiality and Dealing with Related Party Transactions, which is also available on the Companys website at https://cian.co/. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties
In accordance with the provisions of Sections 134(3)(h) and 188(2) of the Act, read with Rule 8(2) of the Companies (Accounts) Rules, 2014 and such rules as made thereunder, there were no material contracts or arrangements entered into by the Company with its with related parties referred to in Section 188(1) of the Act, and such disclosure is being made in Form AOC-2, as Annexure C to this Report.
Post-dissolution of the Implementation Committee, all the related party transactions, including any modifications, were placed before the Audit Committee for review and approval. Disclosures relating to related party transactions form part of the notes to the Financial Statements included in this Annual Report. The Audit Committee also granted omnibus approvals for transactions of a repetitive nature and those entered into in the ordinary course of business and on an arms length basis, in accordance with the applicable provisions.
The details of related party transactions as required under the applicable accounting standards are provided in the notes to the standalone Financial Statements.
22. EXTRACT OF ANNUAL RETURN
23. STATUTORY AUDITORS
During the CIRP, the Committee of Creditors appointed M/s. S S R C A & Co., Chartered Accountants, as the Statutory Auditor of the Company at the 22nd (Twenty-Second) Annual General Meeting ("AGM") of the Company, for a period of 5 (five) consecutive years till the conclusion of the 27th (Twenty-Seventh) Annual General Meeting of the Company.
M/s. S S R C A & Co., has conducted the Statutory Audit for the Financial Year ended on March 31, 2026. The report submitted by the Statutory Auditors on the (Standalone and Consolidated) Financial Statements of the Company forms part of the Annual Report. The Auditors have confirmed their independence and eligibility under the relevant provisions of the Act and provided their consent thereon.
24. AUDITORS QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS OR DISCLAIMERS AND JUSTIFICATION BY THE BOARD ALONG WITH ITS REMEDIAL ACTIONS
The Board of Directors has reviewed the Statutory Auditors Report for the Financial Year ended on March 31, 2026, and noted that it contains a qualified opinion, and the details for the justification with respect to the qualified opinion by the Board of Directors of the Company are specified hereunder:
a. Inventory Valuation - Difference between Book Value and Revalued Value:
Auditors observation:
The inventory revaluation exercise was carried out on 18th December 2025 by the Resolution Professional (RP) during the Corporate Insolvency Resolution Process (CIRP). Based on such exercise, the value of inventory was determined at INR 603.10 lakhs as against the carrying value of INR 1,956.90 lakhs reflected in the books of account, resulting in a difference of INR 1,353.80 lakhs. The said valuation and related financial information were prepared and submitted by the Resolution Professional. Accordingly, such difference has a material impact on the valuation of closing inventory and cost of goods sold. In the absence of sufficient appropriate audit evidence to support the inventory value recorded by the management, we are unable to determine the consequential impact, if any, on the accompanying standalone financial statements.Managements Response:
The Resolution Professional has devalued the inventory by Rs. 1,353.80 lakhs upon the restatement of the non-moving, slow moving & damaged items at Net Realisable Value/Scrap Value and has incorporated the same in the handling over financials to the implementation committee formed under the NCLT order for implementing resolution plan. The current management is in the process of incorporating the devaluation as above in the inventory module of the ERP Software, considering the large number of line items in the inventory, it is taking considerable time. Further the management is also evaluating the updated ERP Software for deployment. The management is of the view that the inventories are valued at cost or net realisable value, whichever is lower, in accordance with applicable Accounting Standards.b. Trade Receivables, Advances and Deposits - Balance confirmations not received
Auditors observation:
The balances of trade receivables, advances to others, and deposits paid are subject to confirmation. Due to the non-availability of balance confirmations from the respective parties, we were unable to obtain sufficient appropriate audit evidence regarding the accuracy and completeness of such balances. Consequently, we are unable to determine the consequential impact, if any, on the accompanying standalone financial statements for the year ended March 31, 2026.Managements Response:
The current management (SRA) has taken over the affairs of the company on 1st February 2026 and is the process of seeking balance confirmations of Receivables/Advance from Customers/Suppliers and adjustment if any would be booked. The management is of the opinion that it would not have significant difference in the carrying value of the same. Provisions has already been made for the doubtful assets, the adjustments, if any, would not have a material impact on the profitability of the company.c. Property, Plant and Equipment and Capital Work-in-Progress - Physical verification not obtained
Auditors observation:
In respect of the carrying value of Property, Plant and Equipment and Capital Work-in-Progress as on 31st March 2026, we were unable to obtain the physical verification report and related supporting documents. Consequently, in the absence of sufficient and appropriate audit evidence, we are unable to comment on the carrying value of such assets and the consequential impact, if any, on the accompanying financial statements as at and for the year ended March 31, 2026.Managements Response:
For the purposes of handing over a true and fair statement of affairs of the Company to the SRA, the RP conducted a comprehensive physical verification and evaluation of the non-current and current assets of the company was undertaken after the NCLT order the same has been shared with the Auditors. The current management is in the process of implementing a system of physical verification, commensurate with the size of the company, in compliance with the provisions of Companies Act 2013.d. GST Balance-Reconciliation Not Provided:
Auditors observation:
An amount of 347.28 lakhs has been written off by the management and disclosed under Exceptional Gain/Loss on the ground of difference in GST ITC between Books of Accounts and ITC shown on the GST portal. However, proper GST reconciliation and supporting documentation in respect of the same have not been provided for our verification. Accordingly, we are unable to comment on the GST balances reported in the accompanying standalone financial statements.Managements Response:
Write-off of Rs 347.28 lakhs has been done by the RP which was also recorded in the handing over financials to the Implementation committee. Regarding the differences in the current period which are mainly because of timing differences in return filing, Goods in Transit etc. There is a time gap in recording of GST purchases as all material received at the plant is accepted and purchase recorded after QC. Some continuing vendors are yet to record the NCLT mandated haircut in their books which is creating the reconciliation difference.e. Foreign Exchange Gain/Loss:
Auditors observation:
The Foreign Exchange Gain/Loss has not been computed on a transaction-wise basis as generally required under the applicable accounting framework; instead, the computation has been performed only on the basis of year-end closing balances. Such methodology is not in accordance with generally accepted accounting principles. In the absence of transaction-wise computation and supporting reconciliations, we are unable to comment on the correctness and completeness of the Foreign Exchange Gain/Loss reported in the financial statements as at and for the year ended 31st March 2026.Managements Response:
We acknowledge that the Foreign Exchange Gain/Loss for the year ended 31st March 2026 has been computed on the basis of the closing balance rather than on a transaction-wise basis as required under AS-11 (Effects of Changes in Foreign Exchange Rates) and generally accepted accounting principle.We represent that the deviation from the transaction-wise computation methodology was due to limitations of the current accounting software, non-availability of complete transaction-level data and the accounting practices followed by the erstwhile management. The current management is evaluating the updated ERP Software for deployment to avoid such deviations in the future.
We are in the process of reconciliation of
(a) re-computing Foreign Exchange Gain/Loss on a transaction-wise basis,
(b) correcting prior year balances as applicable, and
(c) implement appropriate controls and data management practices for the correct
computation of Foreign Exchange Gain/Loss going forward in the coming subsequent reporting
period.
f. Expected Credit Loss (ECL) Provision - Basis Not Supported:
Auditors observation:
During the course of the audit, we observed that the Company has recognised an Expected Credit Loss (ECL) provision amounting to INR 2,780.81 lakhs in respect of long outstanding loans and advances, trade receivables/debtors, and advances given to suppliers, considering that such balances are either not recoverable, are significantly aged, or confirmations/responses have not been received. However, we have not been provided with sufficient and appropriate audit evidence supporting the basis and methodology adopted for determination of such provision, including ageing analysis, recovery assessment, supporting correspondence, and management evaluation of recoverability.Managements Response:
For the purposes of handing over a true and fair statement of affairs of the Company to the SRA, the RP conducted a comprehensive physical verification and evaluation of the non current and current assets of the company was undertaken after the NCLT order the same has been shared with the Auditors. The note regarding the same has been included in the handing over notes by the RP, which have been shared with the auditor. The management is of the opinion that it would not have significant difference in the carrying value of the same. Provisions has already been made for the doubtful assets, the adjustments would not have a material impact on the future profitability of the company.9. Internal Financial Controls Over Financial Reporting - Not Made Available:
Auditors observation:
The system of internal financial controls over financial reporting was not made available to us for the purpose of our examination. Consequently. We were unable to determine whether the Company has established adequate internal financial controls over financial reporting and whether such internal financial controls were operating effectively as at 31st March 2026.Managements Response:
The current management is in the process of evaluation of the IFC Structure borrowed by the erstwhile management and establishing adequate internal financial controls over financial reporting to ensure the operating effectiveness of internal financial controls commensurate to the size of the company. Further, the management is also evaluating the updated ERP Software for deployment to avoid such deviations in the future.h. Audit Trail - Unable to Verify
Auditors observation:
The Company has represented that it maintains an audit trail as required under the applicable provisions of the Companies Act, 2013. However, we were unable to independently verify the integrity, completeness, and effectiveness of the audit trail for the year under. Accordingly, we are unable to comment on the adequacy and operating effectiveness of the audit trail maintained by the Company.Managements Response:
The ERP Software in use has the facility of maintaining audit logs and edit trail, the same was shown to the audit team during the course of the audit. Further, the management is also evaluating the updated ERP Software for deployment to avoid such deviations in the future.i. Investment in Subsidiary - Dr. Smiths Biotech Private Limited (CIRP in Progress):
Auditors observation:
Section 129(3) of the Companies Act. 2013 mandates that companies with subsidiaries must prepare consolidated financial statements. We draw attention to Note 8 of the accompanying standalone financial results. which describes the circumstances relating to the investment of 708.84 Lakhs made by the Company in its subsidiary, Dr. Smiths Biotech Private Limited. The Honble NCLT Mumbai Bench admitted an IBC petition filed by a financial creditor against the subsidiary vide Order dated 28th April 2025 and the CIRP of the subsidiary is currently in progress. As the CIRP proceedings are ongoing, the Company has created a provision of 220.00 Lakhs and written off. 488.84 Lakhs. representing securities premium. through Exceptional Gain/Loss in the Balance Sheet. The eventual impact. if any. arising from the CIRP proceedings of the subsidiary will be accounted for as and when the outcome becomes ascertainable.Managements Response:
Share Premium of Rs. 488.84 lakhs, relating to Investment in subsidiary company has been written off and the investment of Rs. 220.00 lakhs being its face value has been provided for by the RP as the company is under CIRP process. The final accounting treatment would be done after the NCLT pronounces its order on Dr. Smith. However, since the investment has been fully provided for, there would be no impact on the profitability of the company. The facts have already been disclosed in Note 8 of notes to accountsThe consolidated financial results for the year ended 31st March 2026
include the financial results of Dr. Smiths Biotech Private Limited, whose financial
statements were audited by another auditor. As per those financial statements:
Total Assets: Rs.1,682.40 Lakhs as at 31st March 2026
Total Liabilities: Rs.2,669.39 Lakhs as at 31st March 2026
Net Worth: Rs. (987.00) Lakhs as at 31st March 2026
Total Revenue: Rs. 1.03 Lakhs for the year ended 31st March 2026
The subsidiarys auditor issued a Disclaimer of Opinion primarily on account of the following:
(a) Going Concern - Material Uncertainty: The
Subsidiary has halted operations since August 2024 due to financial distress and is
undergoing CIRP. In the absence of a concrete resolution plan and with operations ceased,
there exists significant uncertainty regarding the Subsidiarys ability to continue as a
going concern. During the year, a successful investor was selected and has deposited a
performance guarantee with the lenders.
(b) Fixed Assets - Physical Verification Not Conducted: No physical
verification reports, supporting documentation or reconciliation with books were made
available. The auditor was unable to comment on the existence, physical condition and
valuation of fixed assets carrying a book value of Rs 9,82,99,977 as at 31st March 2026,
or any potential adjustments/impairments required
(c) Inventory - No Physical Count: In the absence of physical inventory
counting report or independent verification records as at year-end, the auditor was unable
to comment on the existence, condition and valuation of inventories valued at Rs 45.46
Lakhs.
(d) Trade Receivables and Trade Payables - No Confirmations: No direct
balance confirmations or independent reconciliations were provided for Trade Receivables
amounting to Rs. 415.99 Lakhs and Trade Payables/Creditors amounting to Rs.1,014.21 Lakhs.
Further, no provisioning or write-offs have been considered for potentially doubtful debts
pending finalisation of the Resolution Plan.
(e) Statutory Dues - Default In Payment: The Subsidiary has defaulted in
the timely deposition and payment of undisputed statutory dues, including GST, TDS, PF and
ESIC, with the appropriate authorities.
(f) GST Input Tax Credit - Unreconciled Difference: ITC balance in books
of accounts: Rs.103.64 Lakhs; ITC balance per GST portal: Rs. 22.34 Lakhs; Unreconciled
difference: Rs.81.3 Lakhs. In the absence of reconciliations and adequate explanations,
the auditor was unable to comment on the correctness of the ITC balance in the books.
(g) Audit Trail - Not Verifiable: Management did not provide details
about audit trail logs maintained. The auditor was unable to comment on whether the audit
trail (edit log) facility was in operation throughout the year, whether it was tampered
with, or whether records were retained for the prescribed period.
In the absence of adequate reconciliations, balance confirmations, supporting documents and alternative audit procedures, the auditor was unable to determine the impact of adjustments, impairments, provisions or write-offs, if any, required in the financial statements as at 31st March 2026.
Managements Response:
Dr Smith Biotech Pvt Ltd was admitted into Corporate Insolvency Resolution Process (CIRP) by the Honble National Company Law Tribunal (NCLT) with effect from 28 April 2026. Pursuant to the NCLT order, the management and control of the affairs of the subsidiary are vested with the Resolution Professional (RP). Accordingly, the Company has assessed that it no longer exercises control over the subsidiary from the said date for the purpose of preparation of financial statements. Consequently, the financial information considered in respect of the subsidiary has been based on the financial statements/information provided by the RP.25. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s KNGC and Associates LLP, practicing Company Secretaries (FRN: L2020MH008500), as Secretarial Auditors, with effect from December 17, 2025, for a tenure of 5 (five) consecutive years, commencing from April 01, 2025, to March 31, 2030, to conduct the Secretarial Audit of the Company.
The Secretarial Audit Report for the Financial Year 2025-26 is annexed herewith as "Annexure D" to this Report.
26. INTERNAL AUDIT
Pursuant to the provisions of Section 138 of the Act, Mr. Roshen Chordiya, the then Resolution Professional (RP) has appointed M/s Chirag Sancheti and Associates as the internal auditors for conducting the internal audit for the Financial Year 2025-26 as per the internal audit standards and regulations. The internal auditors reported their findings to the Audit Committee of the Board. The audit function maintains its independence and objectivity while carrying out assignments. It evaluates on a continuous basis the adequacy and effectiveness of internal control mechanisms with the interaction of Key Managerial Personnel and functional staff.
27. COST RECORDS AND AUDIT:
Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014, M/s. Suraj Lahoti & Associates, Cost Accountants, were appointed as the Cost Auditors of the Company by the RP with effect from September 18, 2025, to conduct the audit of the cost accounts and records of the Company for the Financial Year ended March 31, 2026.
28. FRAUD REPORTING:
During the Financial Year ended on March 31, 2026, there were no instances of fraud reported by the Statutory Auditors, in accordance with the provisions of Section 143(12) of the Act, read with the rules made thereunder.
29. STATEMENT OF COMPLIANCE WITH THE SECRETARIAL STANDARDS:
In accordance with the provisions of Section 118(10) of the Act, the Company has complied with the applicable provisions of the Secretarial Standards 1 and 2 (SS-1 and SS-2), relating to the Meetings of the Board of Directors and General Meetings, respectively, as issued by the Institute of Company Secretaries of India ("ICSI") and has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and such systems are adequate and operating effectively, from the period under review, which commences from the Resolution Plan Closure Date i.e. February 01, 2026 to March 31, 2026.
30. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY COURTS/REGULATORS/TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:
During the Financial Year ended on March 31, 2026, Honble NCLT, vide its order dated December 18, 2025, has approved the resolution plan submitted by SRA, namely Mr. Pradeep Kumar Jain, and the details of such order along with its proceedings are specified in para 1 of this Report.
The Board further confirms that no other proceedings are initiated and/or pending against the Company under the Code during the Financial Year.
31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO:
During the year under review, the Company continued to remain subject to proceedings before the National Company Law Tribunal (NCLT). In view of the prevailing circumstances and the ongoing proceedings, no specific measures or initiatives were undertaken by the Company during the year towards conservation of energy or technology absorption.
The position remains consistent with that of the previous year, as no specific measures or initiatives were undertaken by the Company in this regard during the year under review.
Pursuant to the Act, read with the rules made thereunder, the particulars relating to the foreign exchange earnings and outgo during the Financial Year ended on March 31, 2026, are set out below:
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Foreign exchange earned in terms of actual inflows and foreign exchange outgo in terms of actual outflows during the Financial Year ended on March 31, 2026:
| Particulars | Amount (INR) |
| Foreign Exchange inflow during the Financial Year | INR 8,89,28,014.14 |
| Foreign Exchange outflow during the Financial Year | NIL |
32. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:
Pursuant to the provisions of Section 135 of the Act, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 made thereunder, the Company was not required to comply with the provisions of Corporate Social Responsibility during the Financial Year ended March 31, 2026.
33. STATEMENT OF RISK MANAGEMENT POLICY:
The Company has a comprehensive Risk Management Policy, as recommended by the Audit Committee and approved by the Board of Directors of the Company, which has been established to address a fundamental component of the Companys business planning and review cycle, in accordance with the relevant provisions of the Act. It covers financial, operational, regulatory, supply chain, environmental, and reputational risks, and integrates risk management into the Companys planning and control processes. The Companys risk management initiatives are strategically designed to identify the primary risks that could impede its ability to achieve its strategic and financial objectives. These objectives are attained by integrating management control into daily operations, actively monitoring and pursuing risk mitigation initiatives identified by business leadership, and addressing risks arising from the external business environment through regular assessments. Furthermore, the Company ensures compliance with legal requirements and safeguards the integrity of its financial reporting, including crucial disclosures related to business objectives, revenue, income, assets, liquidity, and capital resources.
Key elements of the Risk Management Policy include:
a) Governance structure for risk management;
b) Objectives and regulatory framework;
c) Risk identification and classification;
d) Risk assessment, quantification, and prioritisation;
e) Mitigation and control measures;
f) Roles and responsibilities of the Board, Audit Committee, and management;
g) Continuous monitoring, reporting, and periodic review by management and the Audit
Committee; and
h) Policy disclosure, training, and continuous improvement.
The Board confirms that no elements of risk have been identified which, in its opinion, may threaten the existence of the Company.
To maintain its strategic relevance and operational effectiveness, the framework undergoes a comprehensive review and enhancement cycle in accordance with the Risk Management Policy. This process is driven by continuous monitoring of changes in the external environment and advancements in business processes.
34. STATEMENT WITH RESPECT TO THE COMPLIANCE OF PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961.
Pursuant to the provisions of the Maternity Benefit Act of 1961, the Company is fully committed to upholding the essential provisions related to maternity benefits. This dedication ensures that all eligible female employees receive the support and resources they need during this significant period in their lives. Our Company takes pride in fostering a nurturing environment, reinforcing our promise to provide comprehensive assistance and care for our valued employees as they navigate this important transition.
The Company maintains a supportive and inclusive environment to assist women employees during and after maternity, including paid maternity leave, and flexible working arrangements in accordance with applicable law. These measures reflect the Companys broader commitment to employee welfare, diversity, and inclusion across all its operations.
35. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS. ALONG WITH THE REASONS THEREOF
During the Financial Year ended on March 31, 2026, the Company has not undertaken any one-time settlement and has not taken any loan from the banks or financial institutions. Hence, the applicability of obtaining a valuation is not applicable to the Company.
36. DETAILS OF TRANSFER TO INVESTOR EDUCATION PROTECTION FUND
During the Financial Year ended on March 31, 2026, the Company has not transferred any shares or any unpaid dividend to the Investor Education and Protection Fund ("IEPF") in accordance with the provisions of Section 125 of the Act, read with the rules made thereunder.
37. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Pursuant to Section 197 of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following details in relation to the remuneration payable to Directors, Key Managerial Personnel and Senior Management Personnel of the Company, during the Financial Year, is appended to this Report as an Annexure E:
i. the ratio of the remuneration of each director to the median
remuneration of the employees of the Company;
ii. the percentage increase in remuneration of each director, Chief Financial Officer,
Chief Executive Officer, and Company Secretary;
iii. the percentage increase in the median remuneration of employees;
iv. the number of permanent employees on the rolls of the Company;
v. average percentile increase already made in the salaries of employees other than the
managerial personnel in the last Financial Year, and its comparison with the percentile
increase in the managerial remuneration and justification thereof, and point out if there
are any exceptional circumstances for increase in the managerial remuneration;
vi. Names along with the details of top 10 (Ten) employees in terms of remuneration drawn
along with the details of employees drawing remuneration during the Financial Year, in
excess of INR 1,02,00,000/- per year and INR 8,50,000/- per month; and
vii. Details of the employee employed throughout the Financial Year or part thereof, who
was in receipt of remuneration in that year which, in the aggregate, or as the case may
be, at a rate which, in the aggregate, is in excess of that drawn by the managing director
and holds by himself or along with his spouse and dependent children, not less than two
percent of the equity shares of the Company.
38. DETAILS OF APPLICATIONS MADE OR PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR, ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.
During the Financial Year ended March 31, 2026, the Company was undergoing the Corporate Insolvency Resolution Process under the provisions of the Insolvency and Bankruptcy Code, 2016 ("Code"). The detailed chronology and status of the CIRP have been set out under para 1 of this Report.
The Company did not initiate or file any application under the Code during the Financial Year. Pursuant to the Order dated December 18, 2025, passed by the Honble NCLT, the Resolution plan submitted by the SRA was approved under Section 31 of the Code. Consequently, the implementation of the approved Resolution plan commenced from the NCLT Approval Date, culminating in the restoration and revival of the Company in accordance with the terms of the approved resolution plan and the NCLT Order.
39. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has adopted a comprehensive Policy on Prevention of Sexual Harassment at the Workplace to ensure prevention, prohibition and redressal of sexual harassment at the workplace, in compliance with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). The Company has constituted an Internal Complaints Committee at the corporate and plant offices, in compliance with the provisions of the POSH Act, which operates under a defined framework for complaints pertaining to sexual harassment at the workplace. The Board is committed to maintaining a safe, inclusive, and respectful work environment for all employees.
| S. No. Particulars | Details |
| 1. Number of complaints of sexual harassment received in the year | NIL |
| 2. Number of complaints of sexual harassment disposed in the year | NIL |
| 3. Number of cases pending for more than 90 days | NIL |
The Company continues to conduct regular POSH awareness and sensitisation sessions for all employees, including contractors and trainees, to ensure continued compliance and awareness.
40. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Sections 134(3)(c) and 134(5) of the Act, and to the best of their knowledge and belief, your Directors hereby confirm that:
a) In the preparation of the annual Financial Statements for the
Financial Year ended March 31, 2026, the applicable accounting standards had been followed
along with a proper explanation relating to material departures;
b) 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, 2026, and of the Profit and
Loss of the Company for the Financial Year ended on that date;
c) 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;
d) The Directors have prepared the Annual Accounts for the Financial Year ended March 31,
2026, on a Going Concern basis;
e) The Directors have devised proper systems to ensure compliance with provisions of all
applicable laws and that such systems were adequate and operating effectively; and
f) The Directors have laid down internal financial controls to be followed by the Company,
and that such financial controls were adequate and operating effectively during the
Financial Year.
41. ACKNOWLEDGEMENT
The Board of Directors wishes to formally acknowledge and express its sincere appreciation for the significant contributions of all our employees across the organisation. Their dedication, hard work, and commitment have been instrumental to the Companys achievements. We also extend our gratitude to the medical fraternity and patients for the trust they have placed in our Company. The Directors further extend sincere thanks to the Central and State Government authorities, regulatory bodies, and other statutory agencies for their continued guidance and support. Finally, the Board acknowledges the ongoing support from our valued analysts, bankers, media, customers, business partners, members, investors, and governmental agencies, both in India and abroad.
Your Directors look forward to the continued collaboration and support of all its stakeholders in the Companys journey toward sustained growth and excellence.
42. CAUTIONARY NOTE:
The statements forming part of the Boards Report may contain certain forward-looking remarks within the meaning of applicable provisions of the Act and rules made thereunder. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements. This Report should be read in conjunction with the Financial Statements included herein and the notes thereto.
| For and on behalf of the Board of Directors Cian Healthcare Limited |
| Sd/- |
| Mr. Rajesh Jain |
| Managing Director |
| DIN:02066848 |
| Address:221,Mukherjee Nagar, Sriganganagar, Rajasthan-335001 |
| Place:New Delhi |
| Date:September 02,2026 |
| Sd/- |
| Ms. Simmi Soni |
| Woman Non-Executive Director |
| DIN:06705768 |
| Address:Flat No.627,Paschim Vihar,Behind Radisson Blu,Sunder Vihar,West Delhi-110087 |
| Place:New Delhi |
| Date:September 02,2026 |
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