Your Board of Directors (“Board") is pleased to present the 39th (Thirty-Ninth) Annual Report of CIAN Agro Industries & Infrastructure Limited (“CIAN" or “the Company" or “your Company"), for the financial year ended March 31,2026 (“the year under review" or “the year" or “FY 26").
In compliance with the applicable provisions of the Companies Act, 2013 (“Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations"), this Report covers the financial results and other developments during the financial year from April 1, 2025 to March 31, 2026, in respect of CIAN on a standalone basis as well as consolidated basis comprising CIAN and its subsidiaries. The consolidated entity has been referred to as “CIAN Group" or “Group" in this Report.
1. FINANCIAL PERFORMANCE :
Financial results of the company for the financial year ended March 31,2026 are presented in the table below:-
|
Particular
|
F. Y. 2025-26
|
F. Y. 2024-25
|
| |
Standalone
|
Consolidated
|
Standalone
|
Consolidated
|
|
Revenue from Operations
|
41,475.05
|
2,23,434.57
|
25,621.33
|
102,899.72
|
|
Other Income
|
777.70
|
4,465.08
|
766.47
|
2,470.19
|
|
Total Income
|
42,252.75
|
2,27,899.65
|
26,387.80
|
105,369.91
|
|
Depreciation
|
3,188.88
|
10,678.00
|
763.01
|
4,707.63
|
|
Interest & Financial Expenses
|
1,601.25
|
17,276.83
|
1608.70
|
7,418.22
|
|
Total Expenses
|
42,021.23
|
2,03,790.75
|
26,166.62
|
100,809.81
|
|
Profit before Exceptional items and tax
|
231.52
|
24,108.90
|
221.18
|
4,560.10
|
|
Profit /(Loss) Before Tax
|
231.52
|
24,108.90
|
221.18
|
4,560.10
|
|
Tax Expense
|
160.09
|
1839.81
|
125.66
|
444.00
|
|
Profit /(Loss) After Tax
|
71.43
|
22,269.09
|
95.52
|
4,116.10
|
|
Other comprehensive income
|
(3.99)
|
105.36
|
(3.54)
|
189,153.55
|
|
Total comprehensive income
|
67.44
|
22,374.44
|
91.98
|
193,269.65
|
2. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES :-
As on 31st March, 2026, there are Six (6) wholly-owned subsidiary Companies of CIAN:
I. CIAN Agro Limited LLC;
II. Varron Aluminiumm Private Limited;
III. Manas Power Ventures Private Limited;
IV. Avenzer Electricals & Infrastructure Private Limited;
V. Sec-one Sales & Marketing Private Limited (WEF 12.08.2025)
VI. Vyankatesh Engineers & Contractors Private Limited (WEF 01.11.2025)
One (1) Step down Wholly Owned Subsidiary:
VII. Ideal Energy Projects Limited
One (1) Step down Subsidiary:
VIII. Manas Agro Industries & Infrastructure Limited.
Out of 8 (Eight) Subsidiary companies above, 2 (Two) Step-down subsidiary companies are "Material Subsidiaries" as per the Regulation 24 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 based on audited financial statement of 31st March, 2026.
Additionally, to consolidate the aggregate corporate promoter shareholding in CIAN (66.88%) under Chaitanya Constructions & Builders Private Limited, the Hon'ble National Company Law Tribunal, by its order dated 07th May 2025, approved the Scheme of Amalgamation between Chaitanya Constructions & Builders Private Limited and the other corporate promoter entities. Pursuant to the said Scheme, Chaitanya Constructions & Builders Private Limited has become the "Holding Company" of the Company.
Further, as on 31st March, 2026, there is no associate and Joint Venture of our company.
3. CONSOLIDATED FINANCIAL STATEMENTS :-
The Consolidated Financial Statements of the Company for the financial year 2025-26 are prepared in compliance with the applicable provisions of the Act, including Indian Accounting Standards specified under Section 133 of the Act. The audited Consolidated Financial Statements together with the Auditors' Report thereon forms part of the Annual Report.
Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of the Financial Statements of the Company's subsidiaries in the prescribed Form AOC-1 is appended as “ANNEXURE-A” forms part of the consolidated financial statements.
Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company's website on https://www.cianindustries.com .
4. OPERATIONS OF THE COMPANY:-
During the period under review, the standalone Gross Revenue from operations for F.Y 2025-26 is Rs. 41,475.05 Lakhs (Previous Year Rs. 25,621.33 Lakhs). The Net Profit for the F.Y 2025-26 stood at Rs. 71.43 Lakhs against Rs. 95.52 Lakhs reported in the Previous Year. The Earnings before Interest, Taxes, and Depreciation & Amortization (EBITDA) for F.Y 2025-26 is Rs. 5,021.65 Lakhs against Rs. 2,592.89 Lakhs reported in the previous year.
The Consolidated Gross Revenue from operations for F.Y 2025-26 is Rs. 223,434.57 Lakhs (Previous Year Rs. 102,899.72 Lakhs). The Net Profit for the F.Y. 2025-26 stood at Rs. 22,269.09 Lakhs against Rs. 4,116.10 Lakhs reported in the Previous Year. The Earnings before Interest, Taxes, Depreciation & Amortization (EBITDA) for F.Y 2025-26 is Rs. 52,063.73 Lakhs against Rs. 16,685.95 Lakhs reported in the previous year.
Segment wise (Standalone) revenue from operation of FY 2025-26 of the Company are as follows:-
|
Agro Division
|
Healthcare Division
|
Infrastructure Division
|
|
25,639.92
|
12,826.56
|
3,008.57
|
Segment wise (Consolidated) revenue from operation of FY 2025-26 of the Company are as follows:-
|
Agro
|
Healthcare
|
Infra
|
Power
|
Distillery
|
LPG
|
E10
|
Bottling
|
|
21,061.05
|
75,593.10
|
3,008.57
|
69,490.25
|
9,720.87
|
16,848.05
|
10,587.59
|
16,289.28
|
5. CHANGE IN NATURE OF BUSINESS :
There has been no change in the nature of business of the Company during the period under review.
6. SHARE CAPITAL :
As at March, 31,2026, the Authorised Share Capital of the Company was Rs. 44,75,00,000/-. The Company's paid-up Equity Share Capital continues to stand at Rs. 27,98,58,950/- divided into 2,79,85,895 Equity shares of face value of Rs. 10/- each. During the year under review, the Company has not issued any shares or convertible securities.
7. DIVIDEND :
To strengthen the long-term prospects and ensuring sustainable increase in revenue, it is important for your Company to evaluate various opportunities in which your Company operates. Keeping in mind expansion activities, conservation of funds is of vital importance. Your Directors do not recommend any dividend for the year ended 31stMarch, 2026.
DIVIDEND DISTRIBUTION POLICY
Regulation 43A of SEBI LODR requires top 1000 listed companies (by Average Market Capitalization as on December 31, 2025) to formulate a Dividend Distribution Policy, which shall be disclosed in its Annual Report and on its website. Hence, the Board of Directors of our Company in its meeting dated 14th August, 2026 approved and adopted Dividend Distribution Policy and The Dividend Distribution Policy of your Company may be accessed on its corporate website at www.cianindustries.com.
8. TRANSFER TO RESERVES :
The Company has not transferred any amount to the Reserves for the financial year ended 31stMarch, 2026.
9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS :
The details of Loans, Guarantees and Investments covered under the provision of Section 186 of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014 are given in the Notes to the Financial Statements provided in this Annual Report.
10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES :
All contracts/arrangements/transactions entered by the Company during Financial Year 2025-26 with related parties were valued on an arm's length basis and in the ordinary course of business and approved by the Audit Committee consisting of Independent Directors. Certain transactions, which were repetitive in nature, were approved through omnibus route.
Any Related Party Transaction (‘RPT') exceeding the thresholds prescribed under the SEBI Listing Regulations shall be considered material and would require prior approval of the Members. However, there were no material transactions of the Company with any of its related parties during the year in terms of Section 134 read with Section 188 of the Act. Therefore, the disclosure of the Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for F. Y 2025-26 and is appended as “ANNEXURE-B” to the Board's report.
11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.
With respect to Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required under the Companies (Accounts) Rules, 2014, a separate statement of Particulars thereof is appended as “ANNEXURE-C” to the Board's report.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) :
A) DIRECTOR’S RETIRING BY ROTATION:-
In accordance with the provisions of Section 152(6) of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Ravindra Vidyadhar Boratkar (DIN: 00299351), will retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re¬ appointment. The Board recommends the re-appointment of aforesaid Director of the Company.
B) APPOINTMENT/RE-APPOINTMENTS/RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:-
During the year under review, there is no change in Board of Directors & Key Managerial Personnel of the Company. Further, the Board of Directors of the Company, at its meeting held on 3rd September 2026, based on the recommendations of the Nomination and Remuneration Committee and the Audit Committee, approved the reappointment of Mr. Nikhil Nitin Gadkari (DIN: 00234754), subject to the approval of the shareholders of the Company at the ensuing Annual General Meeting (“AGM”). The details of the proposed reappointment are set out in the Notice convening the ensuing AGM.
C) INDEPENDENT DIRECTORS :
The Company's Independent Directors have submitted requisite declarations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company's Code of Conduct. There has been no change in the circumstances affecting their status as Independent Directors of the Company.
D) KEY MANAGERIAL PERSONNEL :
Pursuant to the Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions and rules of the Companies Act, 2013, the following existing executives of the Company as on 31st March 2026, were designated as the Key Managerial Personnel of the Company within meaning of section 2(51) of the Companies Act 2013.
• Mr. Nikhil Gadkari, Managing Director
• Ms. Madhubala Dave, Company Secretary & Compliance Officer
• Mr. Nakul Bhat, Chief Financial Officer
Further, due to personal reasons, Ms. Madhubala Dave tendered her resignation from the position of Company Secretary and Compliance Officer of the Company with effect from the close of business hours on 7th August 2026. The Board of Directors of the Company, at its meeting held on 14th August 2026, approved the appointment of Mr. Santosh Nilkanthrao Diwane as Company Secretary and Compliance Officer of the Company with effect from 14th August 2026, to fill the vacancy arising from the resignation of Ms. Madhubala Dave.
13. MANAGEMENT’S DISCUSSION AND ANALYSIS :
In terms of the provisions of Reg. 34 of the SEBI (LODR) Regulations 2015, the Management's discussion and analysis is set out in this Annual Report is appended as “ANNEXURE-D” to the Board's report.
14. EVALUATION OF BOARD’S PERFORMANCE :
Pursuant to the provisions of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors carried out an annual performance evaluation of the Board, its Committees, and individual Directors.
The performance of the Board and its Committees was evaluated based on criteria including their composition, effectiveness of processes and meetings, quality of information and deliberations, and overall functioning.
The performance of individual Directors was evaluated by the Board in consultation with the Nomination and Remuneration Committee, based on their contribution to Board and Committee meetings, preparedness, participation, and the quality of their inputs and constructive contribution to the deliberations.
15. DIRECTORS’ RESPONSIBILITY STATEMENT :
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that:-
a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with 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 at the end of the financial year and of the profit of the company for that period;
c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) The directors had prepared the annual accounts on a going concern basis and;
e) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;
16. BOARD MEETINGS AND THEIR COMMITTEES :
The Board meets at regular intervals to deliberate upon and decide matters relating to the Company's business, policies, strategies and other Board-related matters. During the year under review, 9 (Nine) Board Meetings were held, and the gap between any two consecutive meetings did not exceed the period prescribed under the Companies Act, 2013. The details of the meetings are provided in the Corporate Governance Report, which forms an integral part of this Report.
As on 31st March, 2026, the Company had the following four Committees of the Board, Audit Committee, Stakeholders Relationship cum Share Transfer Committee, Nomination and Remuneration Committee, and Corporate Social Responsibility Committee. Further, pursuant to Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company constituted the Risk Management Committee at its Board Meeting held on 14th August, 2026. The composition, terms of reference and other details of the Committees are provided in the Corporate Governance Report, which forms an integral part of this Report.
All recommendations made by the Audit Committee during the year under review were accepted by the Board. Accordingly, no disclosure is required in this regard under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
17. MATERIAL CHANGES & COMMIMTMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR & DATE OF REPORT :
i. Company has entered and executed into Agreement with CSC Healthcare & Wellness Services Limited on 27th December, 2025, providing major milestone towards expanding the Healthcare Division, supporting the vision of the company to provide accurate, timely, and patient-centered laboratory services for improved healthcare Solutions.
ii. The company acquired 100% equity shares of M/s Sec-one Sales & Marketing Private Limited on 12th August, 2025, pursuant to which Sec-One Sales & Marketing Private Limited became a Wholly Owned Subsidiary Company of CIAN. Company through its Wholly Owned Subsidiary Company is engaged in the wholesale and retail business of various agricultural commodities, inter alia.
iii. The company acquired 100% equity shares of M/s Vyankatesh Engineers & Contractors Private Limited on 01st November, 2025, pursuant to which M/s Vyankatesh Engineers & Contractors Private Limited became Wholly Owned Subsidiary Company of CIAN. The company through its Wholly Owned Subsidiary Company is engaged in the business of engineering and consultancy services etc.
iv. CIAN has participated in the Corporate Insolvency Resolution Process (CIRP) of M/s Shubhada Tool Industries Private Limited under Insolvency and Bankruptcy Code, 2016. The Hon'ble NCLT Mumbai Bench, vide its order dated 24th March, 2026 approved the Resolution Plan submitted by the Company. The aforesaid entity is in compliance stage for the requirement stated under the Order of NCLT and implementation of Resolution Plan under CIRP Process.
v. During financial Year 2025-26, Company with its shareholders' approval in its previous Annual General meeting dated 30th September, 2025 has shifted registered office of the Company at Unit No. 605, 6th Floor, Raheja Chambers, Nariman Point, Mumbai-400021, Maharashtra to carry on the business of the Company more economically and efficiently and with better operational convenience being the Financial Center of the Country and to centralize its functional activities as it is administratively convenient to manage the operations from Mumbai.
There are no other material changes & commitments affecting the financial position of the company during the year and on the date of this report.
18. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS
There has been no significant and material orders passed by the Regulators/ Courts/ Tribunals which would impact the going concerns status of the Company and its future operations.
19. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY :
The Company has in place adequate internal financial controls with reference to financial statement, across the organization. The same is subject to review periodically by the internal auditors for its effectiveness. During the financial year, such controls were tested and no reportable material weakness in the design or operations were observed. Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Board of Directors of the Company, appointed M/s. S. S. Kulkarni & Co., Chartered Accountants Firm, Nagpur (Firm Registration No.:- 128163W) as the Internal Auditor of the Company for FY 2026-2027 to conducts the audit on regular basis, the checks & controls to prevent, detect and correct any irregularities in the operations have been laid down by the Company.
20. REPORT ON CORPORATE GOVERNANCE :
Your Company is committed to achieving the highest standards of Corporate Governance. Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Report on Corporate Governance forms an integral part of this Annual Report and is annexed herewith as “ANNEXURE-E”.
The declaration by the Managing Director regarding compliance with the Company's Code of Conduct and the certificate furnished by the Chief Financial Officer, as required under the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are annexed hereto as “ANNEXURE-E(i)” and “ANNEXURE-E(ii)”, respectively.
The Company has obtained a certificate from Mr. Kaustubh Moghe, Practising Company Secretary, certifying that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as a director of any company by the Securities and Exchange Board of India (SEBI), the Ministry of Corporate Affairs (MCA), or any other statutory authority, as on March 31, 2026. The said certificate is annexed to the Board's Report as “ANNEXURE-E(iii)”. Further, the certificate issued by Mr. Kaustubh Moghe, Practising Company Secretary, confirming compliance with the corporate governance requirements prescribed under the SEBI Listing Regulations, forms part of the Corporate Governance Report and is annexed as “ANNEXURE-E(iv)”.
21. INFORMATION TECHNOLOGY :
Your Company has been implemented Enterprises Resource Planning (ERP) System in all plants, depots, and head office of the Company enabling alignment of strategies and operations, better supply chain control at operational level and access to consolidated data of the Company through integrated system.
22. HUMAN RESOURCES - PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES :
Engaged Employees are critical to the success of your Company. The continuing strong momentum in the Company driven by solid growth and Innovation has helped to achieve this level. Your Company will continue to ensure that we have a highly engaged and productive organization to deliver against our vision of being amongst the best Companies in Central India.
Pursuant to provisions of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of remuneration paid to all the Directors/Employees and the details of the ratio of remuneration of each Director to the median employee's remuneration is annexed herewith as “ANNEXURE-F”.
In terms of the provisions of Section 197(12) of the Act read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules is annexed herewith as “ANNEXURE-G.
23. ANNUAL RETURN :
The Annual Return of the Company for the financial year 2025-26 is available on the website of the Company at www.cianindustries.com.
24. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES :
The Company has formulated Vigil Mechanism for Directors and employees of the Company to provide adequate safeguards against victimization of persons who use such mechanism and to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct in terms of provisions of Section 177(9) of the Companies Act, 2013 and Rules made there under and pursuant to Clause 22 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. The said policy is available on Company's website at www.cianindustries.com.
The vigil mechanism is overseen by the Audit Committee and every person has direct access to the Chairperson of the Audit Committee. We further affirm that during the financial year 2025-26, no employee or director or any other person was denied access to the Audit Committee.
25. RISK MANAGEMENT POLICY :
The Company has constituted Risk Management Committee as per compliance of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In line with regulatory requirements, the Company has framed risk management policy to identify and access with the regulatory risk areas and a risk mitigation process. A detailed exercise is being carried out at regular intervals to identify, evaluate, manage and monitor all business risks.
26. AUDIT & AUDITOR REPORT :
a) Statutory Audit :-
M/s. P.G. Joshi & Co. LLP, Chartered Accountants, Nagpur (FRN: 104416W/W101191) were reappointed with your approval as the Statutory Auditors of the Company for a period of 5 years in the 34th Annual General Meeting (‘AGM') of the Company held in the year 2021 to hold office from the conclusion of 34th AGM till the conclusion of 39th AGM. The observations made in the Auditor's Report are self-explanatory and therefore do not call for any further comments. With reference to the qualified/adverse remarks contained in the Auditor's Report on the Standalone Financial Statements, the Company is in the process of making payment of the statutory dues outstanding as at the date of signing of the Financial Statements and confirms that necessary steps are being taken to ensure timely resolution of the other qualified/adverse remarks and to avoid their recurrence in future.
The term of office of /s. P.G. Joshi & Co. LLP, Chartered Accountants, Nagpur (FRN: 104416W/W101191), as the Statutory Auditors of the Company will expire at the conclusion of the forthcoming 39th Annual General Meeting (“AGM"). Based on the recommendation of the Audit Committee, the Board, at its meeting held on 3rd September, 2026, has recommended the appointment of M/s. Khanzode & Shenwai, Chartered Accountants (FRN: 112415W) as Statutory Auditors for a term of five years, from the conclusion of the 39th AGM until the conclusion of the AGM to be for FY 2030-31, subject to shareholders' approval. M/s. Khanzode & Shenwai have confirmed their eligibility, independence and compliance with the applicable provisions of the Companies Act, 2013 and the Chartered Accountants Act, 1949, and that they are not disqualified under Sections 139 and 141 of the Companies Act, 2013.
b) Cost Audit :-
The provisions relating to maintenance of cost records and cost audit under Section 148 of the Companies Act, 2013 read with the applicable Rules are applicable to the Company. Accordingly, the Company maintains the prescribed cost records, which are duly audited by the Cost Auditor appointed by the Company.
The Board of Directors, based on the recommendation of the Audit Committee, has approved the remuneration payable to Mrs. Jyotsna Rajpal, Practising Cost Accountant, Nagpur, subject to ratification by the shareholders at the ensuing 39th Annual General Meeting. The requisite resolution for ratification of the Cost Auditor's remuneration forms part of the Notice convening the 39th Annual General Meeting.
c) Secretarial Audit :
The Members of the Company at the AGM held on 30th September, 2025 approved the appointment of Mr. Kaustubh Moghe, Practising Company Secretary (COP No. 12486) as Secretarial Auditor for a period of five consecutive financial years commencing from 1st April, 2025 to 31st March, 2030. The Secretarial Audit Report in Form MR-3 for the financial year ended 31st March, 2026, pursuant to the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed as “ANNEXURE-H1” to this Report.
With respect to the observations in the Secretarial Audit Report, the Management clarifies that five Promoter shareholders continue to hold 1,04,000 equity shares in physical form, representing 0.37% of the Company's paid-up equity share capital. The Promoters and Promoter Group are taking necessary steps to achieve 100% dematerialisation of their shareholding at the earliest. Further, the delay in payment of the Annual Listing Fees to the Stock Exchange was due to technical reasons. The Company has taken necessary corrective measures to ensure timely compliance going forward.
SECRETARIAL AUDIT REPORT OF MATERIAL UNLISTED SUBSIDIARY : -
Secretarial Audit Report of Material Unlisted Subsidiary Pursuant to Regulation 24(A)(1) of the SEBI Listing Regulations, a listed entity is required to annex to its Annual Report the Secretarial Audit Report of its material unlisted subsidiary incorporated in India. The Secretarial Audit Report of both Material Unlisted Subsidiary Companies, Manas Agro Industries & Infrastructure Limited and Ideal Energy Projects Limited submitted by Mr. Kaustubh Moghe, Practicing Company Secretary (Certificate of Practice No. 12486) is attached as “ANNEXURE H2” and “ANNEXURE-H3” to this Report, and it does not contain any qualification, reservation or adverse remark or disclaimer.
27. CORPORATE SOCIAL RESPOSIBILITY :
The brief outline of the Company's Corporate Social Responsibility initiatives undertaken during the year under review is appended as “ANNEXURE-I” in the format as prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time. The Company's CSR Policy is placed on the website of the Company at www.cianindustries.com.
The brief terms of reference, particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report.
The Company has constituted Corporate Social Responsibility ("CSR") and Sustainability Committee in compliance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Committee of our Board provides oversight of CSR Policy and monitors execution of various activities to meet the set of CSR objectives.
28. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING 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 year under review, Company has not made any application or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).
29. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF :-
The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.
30. THE CODE ON SOCIAL SECURITY, 2020 - MATERNITY BENEFIT :-
The Company is committed to maintaining a fair, inclusive, safe and employee-centric work environment and firmly believes in promoting equal opportunity, dignity and welfare of all employees, particularly women employees across the organization. The Company is in compliance with the applicable provisions relating to maternity benefits as prescribed under the Maternity Benefit Act, 1961/ the Code on Social Security, 2020.
31. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :
The Company has established a comprehensive policy for the Prevention and Redressal of Sexual Harassment under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (“POSH Act") and Rules framed thereunder.
The Company has constituted an Internal Complaints Committee (ICC) for Redressal of the complaints received regarding sexual harassment at workplace. All employees, including trainees are covered under this policy. The committees operate with transparency, impartiality, and adherence to clear timelines, ensuring a fair and unbiased investigation process.
During the year under review, no complaints were received or disposed off during the year under the stated Act and no complaints were pending either at the beginning or at the end of the year.
32. OTHER DISCLOSURES :-
a) During the year under review, the Company has not accepted any deposit within the meaning of Sections 73, 74 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (Including any Statutory Modification(s) or re- enactment(s) thereof for the time being in force);
b) The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on Meetings of the Board of Directors and General Meetings;
c) The Managing Director of the Company has received remuneration of Rs. 3,60,00,000/- (Rupees Three Crores and Sixty Lakhs only) from Manas Agro Industries & Infrastructure Limited, Material subsidiary of the Company, during the financial year 2025-26. This disclosure is made pursuant to Section 197(14) of the Companies Act, 2013.
d) None of the Auditors of the Company have reported any fraud as specified under the second proviso of section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force.);
e) During Financial year under review, there has been no revision of financial statement of the Company in the relevant financial year.
f) Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOP referred to in this Report.
g) The Company does not have any scheme or provision of money for the purchase of its own shares by employees/Directors or trustee for the benefit employees/ Directors; and
h) The Company has not issued Equity Shares with differential rights as to dividend, voting or otherwise.
33. APPRECIATION & ACKNOWLEDGEMENT :-
Your Board takes this opportunity to thank the employees for their dedicated service and firm commitment to the goals and vision of the Company. Your Board also wishes to place on record its sincere appreciation for the wholehearted support received from the Members, regulatory authorities, distributors, third party manufacturers, bankers and all other business associates of the Company. We look forward to continued support of all these partners in the future.
For and on behalf of the Board of Directors CIAN Agro Industries & Infrastructure Limited
Jaykumar Varma
Place: Nagpur Chairperson
Date: 3rd September, 2026 DIN: 00489792
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