Directors Report of Cian Healthcare Ltd.

Mar 31, 2025

1. 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:

This is to apprise the members that Cian Healthcare Limited (“the Company/ Corporate Debtor”) is under Corporate Insolvency Resolution Process (“CIRP”) under the provisions of the Insolvency and Bankruptcy Code, 2016 (“IBC, 2016”). The application for Corporate Insolvency Resolution Proceedings (“CIRP”) was initiated by Shreeji Pharmachem (“the Operational Creditor”) under Section 9 of the Insolvency Bankruptcy Code (“IBC, 2016”), against the Company in June, 2024 and the same was admitted vide an order passed by the Hon''ble National Company Law Tribunal (“NCLT Bench”), Mumbai Bench dated June 11, 2024 under the provisions of the Insolvency and Bankruptcy Code 2016 (“Code / IBC”) and appointed Mr. Roshen Chordiya having IBBI Registration No.: IBBI/IPA-001/IP-P02840/2023-2024/14347 as Interim Resolution Professional (“IRP”) of the company. Further, the company made a settlement with the Operational Creditor and an application of withdrawal of CIRP was filed by Mr. Roshen Chordiya, the IRP. On June 20, 2024, the Bench was satisfied that the matter is settled between the parties before the constitution of Committee of Creditors (“COC”), admitted the withdrawal of insolvency proceedings against the company. However, the Mumbai Bench, on receipt of an application filed to set aside the order dated June 20, 2024 on the grounds that the Corporate Debtor (“the Company”) had violated the terms of settlement and had continued the default passed and restored the CIRP against the company with effect from June 11, 2024 vide order dated August 14, 2024.

Later, the IRP prayer for deferment of CIRP commencement date with effect from August 14, 2024 and also declare the timelines for CIRP to commence from this date. Mr. Roshen Chordiya (“IRP”) was subsequently confirmed and appointed as Resolution Professional (“RP”) by Committee of Creditors (“COC”), in their meeting held on February 12^th, 2025. Mr. Roshen Chordiya, in his capacity as RP, has taken control and custody of the management and operations of the company with effect from August 14, 2024.

During the continuation of Corporate Insolvency Resolution Process (“CIRP”), the Resolution Professional announced, the last date for submission of the Resolution Plan by the Prospective Resolution Applicants (“PRA”) was March 25, 2025. On March 28, 2025, the Committee of Creditors in its 11^th meeting considered and casted their votes on the resolution plans received by the PRA''s and the same was unanimously approved by the CoC with requisite voting share on May 9, 2025. Further, the Resolution Plan has been submitted before the Hon''ble National Company Law Tribunal, Mumbai Bench (“the NCLT”) by the Resolution Professional of the Company, Mr. Roshen Chordiya, through e-filing portal along with requisite fees on May 23, 2025 for its consideration and approval in accordance with the section 30(6) and section 31(1) of the Insolvency and Bankruptcy Code, 2016 read with regulation 39 of IBBI (Insolvency Resolution Process For Corporate Person) Regulation, 2016.

Recently at the hearing held on November 6, 2025 the NCLT has reserved the application for approval of the resolution plan submitted by Mr. Pradeep Kumar Jain ("Successful Resolution Applicant") and has marked the matter as reserved for Order in CP No. (IB)/149(MB)2022. The final order copy of the approval of resolution plan by the NCLT is still awaited.

Further recently on April 28, 2025 the Wholly Owned Subsidiary of the company, “DR SMITHS BIOTECH PRIVATE LIMITED (CIN: U24246PN2015PTC154818)” has also been admitted vide order passed by The Hon''ble National Company Law Tribunal (“NCLT Bench”), Mumbai Bench, VI under CIRP on application filed by Small Industries Development Bank of India (SIDBI) (The “Financial Creditor”) under section 7 of The Insolvency and Bankruptcy Code, 2016.

Further, here''s a summary of the flow of events:

SR NO	DATE OF EVENT	PARTICULARS	STATUS
1	June 11, 2024	Application for initiation of CIRP against the company filed by Shreeji Pharmachem (“the Operational Creditor”) was admitted vide an order passed by the Hon''ble National Company Law Tribunal (“NCLT Bench”), Mumbai Bench VI	UNDER CIRP (11th June 2024 to 19th June 2024)
2	June 20, 2024	Settlement with the operation creditor was executed and application for withdrawal was filed with the NCLT.	Restoration and functioning as active listed company out of CIRP (20th June 2024 to 14th August 2024)
3	August 14,2024	Restoration of CIRP proceedings against the company due to breach of terms of settlement w.e.f 11th June 2024	UNDER CIRP (14th August 2024 to ongoing till date)
4	April 28, 2025	Application for initiation of CIRP against the Wholly Owned Subsidiary Company (DR SMITHS BIOTECH PRIVATE LIMITED) filed by Small Industries Development Bank of India (SIDBI) (“the Financial Creditor”) was admitted vide an order passed by the Hon''ble National Company Law Tribunal (“NCLT Bench”), Mumbai Bench VI	DR SMITHS BIOTECH (Under CIRP since 28th April 2025 till date)
5	May 9, 2025	E-voting and approval of Resolution Plan by the CoC submitted by the PRA	Approval of Resolution Plan by CoC
6	May 23, 2025	Resolution Plan has been submitted before the Hon''ble National Company Law Tribunal, Mumbai Bench (“the NCLT”) by the Resolution Professional of the Company, Mr. Roshen Chordiya, through e-filing portal along with requisite fees on May 23, 2025 for its consideration and approval.	Submission of Resolution Plan to the NCLT by the RP
7	November 6, 2025	The NCLT has reserved the application for approval of the resolution plan submitted by Mr. Pradeep Kumar Jain ("Successful Resolution Applicant”) and has marked the matter as reserved for Order in CP No. (IB)/149(MB)2022.	The final order copy of the approval of resolution plan by the NCLT is still awaited.

2. FINANCIAL HIGHLIGHTS:

The Resolution Professional hereby present''s the 22^nd Annual Report of CIAN HEALTHCARE LIMITED (CIN: L24233PN2003PLC017563) together with the Audited Financial Statements for the financial year ended as on 31^st March, 2025.

(Amount in Lakhs)
Particulars	2024-25 (Standalone)	2023-24 (Standalone)	2024-25 (Consolidated)	2023-24 (Consolidated)
Revenue from business operation	3,088.23	5,874.89	3,079.84	6,169.55
Other Income	25.27	106.08	26.82	44.07
Total Income	3,113.50	5,980.97	3,106.66	6,213.62
Operating profit before depreciation, Finance Cost, Exceptional Item and Tax (EBITDA)	(1,206.62)	-	(2,104.82)	1,130.43
Less: Depreciation & Amortization expenses	260.61	368.19	439.12	578.96
Less: Finance Cost	203.96	472.76	291.54	546.66
Less: Exceptional Item	(1,225.37)	-	(1,225.37)	(0,20)
Profit before tax	(1,967.42)	1.26	(2,599.53)	5.21
Less: Current Tax Expenses	-	0.20	-	-
Less: Tax expense relating to prior years	(3.87)	(18.93)	-3.87	(18.93)
Less: Deferred Tax Expenses	2.10	(18.97)	2.10	(61.51)
Net Profit for the year	(1,965.65)	38.96	(2,597.75)	84.86
Add: Other Comprehensive	-	-	-	-
Total Comprehensive Income	-	-	-	-
Paid up equity share capital	2,499.58	2,499.58	2,499.58	2,499.58
EPS (Equity Shares of Rs. 10/- each) Basic & Diluted (in Rs.)	(2.96)	0.16	(10.39)	0.34

3. BUSINESS OVERVIEW:

The company is engaged in manufacturing of multiple lines- tablets, capsules, soft gels, liquid orals, ointments/ creams & sachets, cosmetics. Our portfolio comprises of gynecology, haematinic, cardio- diabetic, orthopedic, pediatric, derma-cosmetic, and antibiotic, CNS, vitamins & nutrient products.

Products are developed at our centralized R &D, staffed with world class professionals who are in constant pursuit to develop differentiated products.

The company is also exporting its product to various countries viz Afghanistan, Benin, Bhutan, Bolivia, Cambodia, Sri Lanka, Myanmar and also enhance its production capacity by installing additional machinery for manufacturing variety of products.

The Company is also entering into new field of business of Manufacturing of Cosmetic products which is having huge market and demand in India.

4. PERFORMANCE REVIEW:

Subsequent to the Corporate Insolvency Resolution Process (“CIRP”) commenced against the Company vide an order passed by Hon''ble National Company Law Tribunal, Mumbai Bench (“NCLT”) dated August 14, 2024, the operations of the Company have been affected due to the initiation of CIRP, however the company is still operative and has generated losses during the year

In FY 2024-25, total revenue including other income stood at Rs.3,113.50 Lakhs as against Rs.5,980.97 Lakhs in FY 2023-24. The Profit/(loss) before tax is Rs. (1,967.42) Lakhs in the FY 2024-25 as compared to Profit of Rs.1.26 Lakhs for the FY 2023-24. The Profit/(loss) after tax stood at Rs.(1,965.65) Lakhs in the FY 2024-25 as compared to Profit of Rs. 38.96 Lakhs for the FY 2023-24.

5. PERFORMANCE OF THE SUBSIDIARIES OF THE COMPANY:DR. SMITHS BIOTECH PRIVATE LIMITED

It is pertinent to note that, the Hon''ble National Company Law Tribunal, Mumbai Bench (“NCLT”) admitted an application under Section 7 of the Insolvency Bankruptcy Code, 2016 (“IBC/ the Code”) thereby initiating Corporate Insolvency Resolution Process (“CIRP”) against DR. SMITHS BIOTECH PRIVATE LIMITED, a wholly owned subsidiary (“WOS") of Cian Healthcare Limited and as disclosed at note no 1 due to which the entire board of directors of the company are suspended and further the RP has taken over the charge of the company and due to changes in management, manpower and hurdles faced in data collation and handover and further subject to the time taken for formation of Committee of Creditors (COC) has delayed the preparation and disclosure of financial statements and performance details of the subsidiary company.

Further, in accordance with the aforesaid order, Ms. Megha Agarwal having IBBI registration no. IBBI/IPA-001/IP-P-01456/2018-2019/12272 has been appointed as the Interim Resolution Professional (“IRP”) by the NCLT, to manage and take control of the affairs of the company during the CIRP as per the provisions of the IBC, 2016.

6. DIVIDEND:

The Resolution Professional appointed for the company Mr. Roshen Chordiya having IBBI Registration No.: IBBI/IPA-001/IP-P02840/2023-2024/14347 after holistically considering the financial position of the company and the future financial needs of the company and its current status under Insolvency and Bankruptcy Code, 2016 (IBC) do not find it feasible to declare any dividend and hence have decided not to declare any dividend for the financial year ended as on March 31, 2025.

7. TRANSFER TO RESERVE:

The Resolution professional do not propose to transfer any amount to the General Reserve. The amounts of net losses are carried to reserve & surplus account of the Company.

8. CHANGE IN THE NATURE OF BUSINESS:

During the year, the Company has not changed its business or object and continue to be in the same line of business as per the main object of the Company.

9. SHARE CAPITAL:

The issued, subscribed and paid-up equity share capital of the Company as on March 31, 2025 was Rs. 2499.57640 Lakhs comprising of 24995764 equity shares of Rs. 10/- each. Further there is no change in the share capital of the company.

10. MATERIAL CHANGES & COMMITEMENTS:

During the year-end review, the company has passed Special resolution for migration from BSE SME Listing Platform to Listing on Main Board of BSE Limited (“the Stock Exchange”) and In-principle approval for migration has been received from BSE Limited 02^nd July, 2024 and the final migration application was in process.

However, subsequent to initiation of the Corporate Insolvency Resolution Process (CIRP) against the company, the company was not in compliance with the exchange checklist criteria of BSE Limited (“the Stock Exchange”) and the in-principal approval accorded from BSE dated 02^nd July, 2024 stands withdrawn with immediate effect from 04^th February, 2025.

Further, as disclosed at point 1 the Corporate Insolvency Resolution Process (CIRP) has been initiated against the company and the power of the board of directors is suspended and the resolution professional Mr. Roshen Chordiya having IBBI Registration No.: IBBI/IPA-001/IP-P02840/2023-2024/14347 has taken over the control of the company in his capacity as a resolution professional. Further the material subsidiary of the company DR. SMITHS BIOTECH PRIVATE LIMITED has also been admitted under CIRP on 28^th April 2025 after the closure of the financial year ending as on March 31, 2025.

There were no other material changes apart from the above mentioned in the Company during the period under review.

11. BOARD OF DIRECTORS:

The company has complied with the provisions of The Companies Act, 2013 with regards to the composition of board of directors as and when the company was not under CIRP as disclosed at point no 1.

During this period none of the directors of the Company are disqualified under Section 164 (2) of the Companies Act, 2013.

Further as disclosed at point 1 on initiation of CIRP the powers of the management of the company have been vested with the Resolution professional in accordance with the provision of the IBC, 2016 and pursuant to the order passed by the Hon''ble NCLT Mumbai Bench, VI hence the board is suspended from its powers.

In pursuance of Regulation 15 (2) read with (2A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the provisions as specified in regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), shall not be applicable to companies that are having its securities listed on SME exchange and companies that are undergoing Corporate Insolvency Resolution Process.

The role and responsibilities of the board of directors as specified under regulation 17 of SEBI (LODR) Regulations, 2015, shall be fulfilled by the interim resolution professional or resolution professional in accordance with Sections 17 and 23 of the Insolvency Code.

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act") for the period before initiation of CIRP (1st April 2024 to 11th June 2024) is as follows
Sr. No.	DIN	Name of Director	Date of Appointment	Designation
1	01304850	Suraj Shriniwas Zanwar	07/01/2003	Managing Director
2	09716226	Sunil Kumar	03/09/2022	Independent Director
3	08466723	Santosh Shivaji Pimparkar	11/10/2023	Director
4	08502901	Paresh Arun Shah	25/08/2022	Non-Executive Director
5	07268922	Swati Maheshwari	30/05/2022	Independent Director
6	05133085	Prateek Shriprakash Kulkarni	17/01/2024	Independent Director
Post Initiation of CIRP the management has been taken over by the Resolution Professional (RP) Mr. Roshen Chordiya having IBBI Registration No.: IBBI/IPA-001/IP-P02840/2023-2024/14347

Appointment of Directors:

It is pertinent to note that, there were no new directors appointed by the company during the financial year 2024-2025. Resignation of Directors:

Sr. No.	DIN	Name of Director	Date of Resignation	Designation
1	07268922	Mrs. Swati Maheshwari	05/09/2024	Independent Director
2	05133085	Mr. Prateek Shriprakash Kulkarni	04/09/2024	Independent Director
3	08502901	Mr. Paresh Arun Shah	04/10/2024	Non-Executive Director

12. MEETING OF THE BOARD OF DIRECTORS AND DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Prior to the commencement of the Corporate Insolvency Resolution Process (“CIRP”) against the company, the Board met at regular intervals to discuss and decide on Company / business policy and strategy apart from other business. The notice of Board Meetings were duly given to all the directors of the company.

Until the commencement of the CIRP, during the financial year the Board of Directors of the company have duly met for 3 times, in respect of which the meetings held, proper notices were given, and the proceedings were properly recorded and signed in the minutes book maintained for purpose.

However, a shorter notice of the Board meeting was issued for meetings held on 30^th September, 2024 and 05^th June, 2024 to all the Directors of the company.

The prior intimations regarding the Board meetings held during the financial year were given to the Stock exchange. The meetings of the Board of Directors of the Company were held on 30.05.2024, 05.06.2024 and 12.07.2024 Composition of The Board of Directors and Key Managerial Personnel:

Following is the composition of the Board of Directors and Key Managerial Personnel of the Company as on 31^st March 2025:

S.NO	DIN/PAN	Name of Director	Date of Appointment	Designation	Status
1.	01304850	Suraj Shriniwas Zanwar	07/01/2003	Managing Director	Suspended under IBC
2.	09716226	Mr. Sunil Kumar	03/09/2022	Independent Director	Suspended underIBC
3.	08466723	Mr. Santosh Shivaji Pimparkar	11/10/2023	Director	Suspended underIBC
4.	CDLPK0491H	Bhushan Ramesh Kulkarni	05/10/2024	Company Secretary	-
5.	BSBPC5322F	Kalyani Vijay Chordia	31/01/2025	Chief Financial Officer

During the year the CFO of the company Mr. Riyaz Khan resigned on 31^st January 2025 and CS Munjaji Dhumal resigned on 4^th October 2024 as a Company Secretary of the company.

13. INDEPENDENT DIRECTORS:

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has Three NonPromoter Non-Executive Independent Directors in line with the act. It is pertinent to note that, until the commencement of the CIRP dated 11.06.2024 and post commencement of the CIRP, the board stands suspended and hence no meeting of the independent directors was held during the financial year 2024-2025.

The Company has received necessary declaration from each director under Section 149(7) of the Act that they meet the criteria of independence laid down in Section 149 (6) of the Act.

14. PERFORMANCE EVALUATION:

The company being admitted under CIRP the powers of the board of directors are suspended and vested with the Resolution Professional who is conducting the day-to-day affairs of the company and hence the performance evaluation for the directors was not required.

No Separate meeting of Independent Directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors, due to the on-going CIRP against the company.

15. DIRECTOR RESPONSIBILITY STATEMENT:

Being under CIRP the existing board of directors of the company and their powers are suspended and the entire control over the management has been taken by the Resolution Professional (RP) and accordingly the resolution professional states that

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

(a) In the preparation of the annual accounts for the year ended March 31^st, 2025, the Company has followed the applicable accounting standards and there are no material departures from the same;

(b) The Directors have 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^st, 2025 and of the profit and loss of the Company for that period;

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the annual accounts on a ‘going concern'' basis; The company is required to be run as a going concern under CIRP.

(e) The Directors had laid down the internal financial Control and that internal financial Control are adequate and were operating effectively.

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

16. COMMITTEES OF THE BOARD:

As per the provision of the Companies Act, 2013, the Company has constituted following committees of the Board before initiation of CIRP against the company:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholder Relationship Committee

However, pursuant to the commencement of the Corporate Insolvency Resolution Professional ("CIRP”) against the company, the management and the board of directors stand suspended and all the functions, duties and control were taken over by the Resolution Professional, Mr. Roshen Chordiya.

It is pertinent to note that, until the commencement of the Corporate Insolvency Resolution Process ("CIRP”) against the company and takeover of the management by the Resolution Professional, no Committee meetings of the Audit Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee were held during the financial year 2024-2025 and the composition of the Audit Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee before commencement of CIRP were as follows:

i. AUDIT COMMITTEE:

The Board of Director has constituted the Audit Committee as per the provision of Section 177 of the Companies Act, 2013.

AUDIT COMMITTEE
Sr. No.	Name	Position	Designation
1.	Mrs. Swati Maheshwari	Chairman	Independent Director
2.	Mr. Suraj Shriniwas Zanwar	Member	Managing Director
3.	Mr. Sunil Kumar	Member	Independent Director

ii. NOMINATION & REMUNERATION COMMITTEE

The Board of Director has constituted Nomination & Remuneration Committee as per the provisions of Section 178 of the Companies Act, 2013.

The Composition Nomination & Remuneration Committee of are as follows:

NOMINATION & REMUNERATION COMMITTEE
Name	Position	Designation
Mrs. Swati Maheshwari	Chairman	Independent Director
Mr. Paresh Arun Shah	Member	Non-Executive Director
Mr. Sunil Kumar	Member	Independent Director

NOMINATION & REMUNERATION POLICY:

Nomination and Remuneration Policy before the commencement of the CIRP against the company as adopted by the board of directors is placed on the website of the company at www.cian.co and is annexed to this report as Annexure-A.

REMUNERATION TO DIRECTOR:

The details of remuneration/sitting fees paid during the financial year 2024-2025 to Executive Directors/ Directors of the Company is provided in Annual Return which is available on the website of Company www.cian.co.

iii. STAKEHOLDER RELATIONSHIP COMMITTEE:

The Board of Director has constituted Stakeholder Relationship Committee as per the provisions of Section 178 of the Companies Act, 2013 before the commencement of CIRP.

The Composition of Stakeholder Relationship Committee are as follows:

STAKEHOLDER RELATIONSHIP COMMITTEE
Sr. No.	Name	Position	Designation
1.	Mr. Paresh Arun Shah	Chairman	Non-Executive Director
2.	Mr. Sunil Kumar	Member	Independent Director
3.	Mrs. Swati Maheshwari	Member	Independent Director

17. WHISTLE BLOWER POLICY:

In accordance with Section 177 of the Companies Act, 2013, the Company has adopted a Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The Company had established a mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of our Code of Conduct and Ethics. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases. Further on commencement of CIRP the reporting was handed over to the Resolution Professional.

We affirm that during the financial year 2024-25, no employee or director was denied access to the Resolution Professional.

18. DEPOSITS:

In terms of the provisions of Sections 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, the Company has not accepted any deposits during the year under review and as such, no amount of principal or interest was outstanding as on 31^st March, 2025.

19. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186:

During the year under review the company has not made any investments or advances any loans or given any guarantees falling within the purview of section 186 of The Companies Act, 2013.

20. ANNUAL RETURN:

Annual Return extract is in the accordance with Section 92 sub-section (3) of the Companies Act, 2013 read With Rule No. 12(l) of the Companies (Management and Administration (Rules 2014) the copy of Annual Return has been placed on the website of Company www.cian.co. The Member may follow web link for the same https://cian.co/annual-report/ and explore the drop-down option of Investor Relations - Annual Report.

21. RELATED PARTY TRANSACTIONS:

During the financial year under review the Company has entered into the contract or arrangements Pursuance of the provisions of section 188(1) of the Companies Act 2013, the particulars of such transactions in prescribed Form No. AOC-2, has been annexed herewith as "Annexure B".

22. DIRECTORS REMUNERATION:

The details of remuneration/sitting fees paid during the financial year 2024-25 to Executive Directors/Directors of the Company is provided in Annual Return which is available on the website of Company www.cian.co.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNING AND OUTGO:

As required under section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo is as follows:

A. Conservation of Energy &Technology Absorption:

The Company is taking adequate steps to conserve the energy at all the levels and the Company is also implementing various measures for reduction in consumption of energy. The Disclosure of particulars with respect to Conservation of Energy has been attached herewith as in FORM A as "Annexure C". There is no technology absorption during the year under review.

B. Foreign Exchange Earning & Outgo:		(Amount in Lakhs)
Particulars	FY 2024-25		FY 2023-24
Foreign Exchange Earning	397.48		1,079.27
Foreign Exchange Outgo	-		-

In today''s economic environment, Risk Management is a very important part of business. The Company is exposed to inherent uncertainties owing to the sectors in-which it operates. A key factor in determining a company''s capacity to create sustainable value is the risks that the company is willing to take (at strategic and operational levels) and its ability to manage them effectively. Many risks exist in a company''s operating environment and they emerge on a regular basis. The Company''s Risk Management processes focuses on ensuring that these risks are identified on a timely basis and addressed.

The Company also has a Risk Management Framework in place covering all critical areas of operation. This framework is reviewed periodically keeping in mind the business dynamics and external environment and provides the guidelines for managing the various risks across the business.

The Process of Risk Management include following steps:

1) Risk Identification and Impact Assessment

2) Risk Evaluation

3) Risk Reporting and Disclosures

4) Risk Mitigating and Monitoring

24. INTERNAL FINANCIAL CONTROL:

The Company has a proper and adequate system of internal controls. This ensures that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls. The Internal Auditor of the Company carries out review of the internal control systems and procedures. The internal audit reports are reviewed by Board.

The Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Company''s internal controls over financial reporting was observed.

25. DISCLOSURE OF REMUNERATION:

Pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, detail of ratio of the remuneration of each director to the median employee''s remuneration are appended to this report as “Annexure D”.

There is no employee drawing remuneration of Rs. 8,50,000/- per month or Rs.1,02,00,000/- per year, therefore the particulars of employees as required u/s 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not applicable to the company.

Name of the top 10 employees in term of remuneration drawn in the Financials Year 2024-25:

A statement of Top-10 employees in terms of remuneration drawn as per rule 5(2) read with rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, is annexed with the report “Annexure E”.

26. CORPORATE GOVERNANCE:

Your Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is exempted from the applicability of Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 i.e. Corporate Governance Report.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented in a separate section forming part of this Annual Report as “Annexure F”.

28. AUDITORS:STATUTORY AUDITOR:

Pursuant to the ongoing Corporate Insolvency Resolution Process (“CIRP”), the Committee of Creditors (CoC) have appointed M/s. S S R C A & CO., Chartered Accountants (FRN: 108726W), as the Statutory Auditors of the Company to hold officer for a period of 5 years till the conclusion of the Annual General Meeting to be held in the financial year 2028-29.

As required under Regulation 33(d) of the SEBI (LODR) Regulation, 2015 the Auditor has confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountant of India.

29. INTERNAL AUDITOR:

As per section 138 of the Companies Act, 2013, Mr. Roshen Chordiya, the Resolution Professional (RP) has appointed Chirag Sancheti and Associates as the internal auditors for conducting the internal audit for financial year 2024-25 as per the internal audit standards and regulations. The internal auditor reports 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 mechanism with interaction of KMP and functional staff.

30. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2019 your Company has appointed KNGC AND ASSOCIATES LLP, practicing Company Secretaries firm, Pune to conduct the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report is annexed herewith as “Annexure G” to this Report.

31. COST AUDITOR:

The company is trying to maintaining the Cost Records as specified by the Central Government under section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, and accordingly such accounts and records are made and maintained by the Company in full fledge form in near future as assured by the board. Further, the cost records are also audited by M/s Suraj Lahoti & Associates, Cost Auditors.

32. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OTHER THAN THOSE REPORTABLE TO THE CENTRAL GOVERNMENT:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

During the Financial Year, the company has not received any cases regarding Fraud reporting required under Companies Amendment Act, 2015.

33. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment (POSH) at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the work place and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has always provided a congenial atmosphere for work to all the employees that is free from discrimination and harassment including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, color, marital status and sex.

The company is in process of constitution of Internal Complaints Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The details of the cases during the year under review is as follows:

No. of Cases registered under POSH during FY 2024-25	No. of Cases Resolved as during FY 2024-25	No. Cases Pending as at 31-March-2025	No. Cases Pending as at 31-March-2025 for more than 90 days
0	0	0	0

34. GOING CONCERN STATUS:

There is a significant and material order passed during the year by the National Company Law Tribunal (“NCLT / tribunal”) of initiating Corporate Insolvency Resolution Process (CIRP) under section 9 of the Insolvency Bankruptcy Code, 2016, filed by an Operational Creditor, Shreeji Pharmachem against the company. The details are mentioned in the Annual Report point 1 and also reiterated in the Notice of the AGM. Also as per the provisions of The Insolvency and Bankruptcy Code 2016 the company under CIRP is required to carry on its business as a going concern and hence the accounts of the company are also prepared on a going concern basis.

However, the above-mentioned case affected the Going Concern Status of the Company and its future operation.

35. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Corporate Social Responsibility under Section 135 of the Companies Act, 2013 are not applicable to the Company for the Financial Year under review.

36. SUBSIDIARIES, JOINT VENTURE OR ASSOCIATES:

Companies which become to be Company''s Subsidiary, Joint Venture or Associate Companies as per the provision of Companies Act, 2013 during the financial year 2024-25 are as per ‘Annexure H’.

Sr. No.	Name of Company	Nature	Percentage of Holding	Section
1.	Dr. Smith Biotech Private Limited	Wholly Owned Subsidiary	99.99%	2(87)

37. MAINTENANCE OF COST RECORDS:

The Provision of section 148 of the Companies Act, 2013 with respect to the maintenance of cost records and Cost Audit are applicable to the Company and company has maintained adequate record during the year under review and conducted Cost Audit for Financial Year 2023-24 and cost audit for financial year 2024-25 is under process as on date of this report.

38. COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS:

The Resolution Professional confirms that the secretarial standard, as applicable to the Company have been complied with.

39. MATERIAL ORDER BY TRIBUNAL OR OTHER REGULATORY BODY:

There is a significant/ material order passed during the year by the Hon''ble National Company Law Tribunal, Mumbai (NCLT) impacting the going concern status of the Company or its future operation - details as mentioned under Para 1 “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” above.

40. COMPLIANCE CERTIFICATE FROM EITHER THE AUDITORS OR PRACTICING COMPANY SECRETARIES REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (LODR) Regulations, 2015, since the company is listed on BSE SME Exchange, the provisions of Corporate Governance Report is not applicable to the company.

42. MATERNITY BENEFIT ACT COMPLIANCE:

The Company is in compliance with the Maternity Benefit Act 1961 (‘The Act'') and its amendment Act 2021 thereafter; in terms of the Maternity Benefit Compliances during the year under reviewed FY 2024-25

43. ACKNOWLEDGEMENT:

The Directors would like to express their sincere appreciation for the assistance and co-operation received from the banks, Government authorities and members during the year under review. The Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives.

44. CAUTIONARY NOTE:

The statements forming part of the Directors'' Report may contain certain forward-looking remarks within the meaning of applicable provisions of the Companies Act, 2013 and rules made there under. 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 conjuction with the financial statements included herein and the notes thereto.

---

Mar 31, 2023

The Board of Directors hereby present the 20^th Annual Report of CIAN HEALTHCARE LIMITED (CIN: L24233PN2003PLC017563) together with the Audited Financial Statements for the financial year ended 31^st March, 2023.

FINANCIAL HIGHLIGHTS

PARTICULARS	2022-23 (Standalone)	2021-22 (Standalone)	2022-23 (Consolidated)	2021-22 (Consolidated)
Revenue from business operation	Rs. 6,756.13	Rs. 6,410.29	Rs. 6859.00	Rs. 7787.03
Other Income	Rs. 53.81	Rs. 47.06	Rs. 61.80	Rs. 53.62
Total Income	Rs. 6,809.94	Rs. 6457.35	Rs. 6920.80	Rs. 7840.66
Operating profit before depreciation, Finance Cost, Exceptional Item and Tax (EBITDA)	Rs. 902.91	Rs. 533.15	Rs. 1311.13	Rs. 471.32
Less: Depreciation & Amortization expenses	Rs. 364.42	Rs. 256.80	Rs. 543.13	Rs. 427.49
Less: Finance Cost	Rs. 418.45	Rs. 513.87	Rs. 568.92	Rs. 644.15
Profit before tax	Rs. 120.04	Rs. (237.52)	Rs. 199.08	Rs. (600.32)
Less: Current Tax Expenses	Rs. 20.04	Rs. 0.00	Rs. 33.24	Rs. 0.00
Less: Deferred Tax Expenses	Rs. (7.68)	Rs. (9.94)	Rs. (37.11)	Rs. (46.96)
Net Profit for the year	Rs. 107.68	Rs. (227.58)	Rs. 202.95	Rs. (553.35)
Add: Other Comprehensive	Rs. 0.00	Rs. 0.00	Rs.0.00	Rs.0.00
Total Comprehensive Income	Rs. 0.00	Rs. 0.00	Rs. 0.00	Rs. 0.00
Paid up equity share capital	2499.57	2499.57	2499.57	2499.57
EPS (Equity Shares of Rs. 10/- each)	0.43	(0.96)	0.81	(2.32)

Basic & Diluted (in Rs.)
Surplus brought forward from previous year	Rs. (46.18)	Rs. 181.40	Rs. (829.50)	Rs. (276.15)
Balance available for appropriation	Rs. 61.50	Rs. (46.18)	Rs. (626.55)	Rs. (829.50)

BUSINESS OVERVIEW:

The company is engaged in manufacturing of multiple lines- tablets, capsules, soft gels, liquid orals, ointments/ creams & sachets, cosmetics. Our portfolio comprises of gynecology, haematinic, cardio- diabetic, orthopedic, pediatric, derma-cosmetic, and antibiotic, CNS, vitamins & nutrient products.

Products are developed at our centralized R &D, staffed with world class professionals who are in constant pursuit to develop differentiated products.

The company is also exporting its product to various countries viz Afghanistan, Benin, Bhutan, Bolivia, Cambodia, Sri Lanka, Myanmar and also enhance its production capacity by installing additional machinery for manufacturing variety of products.

The Company also entering into new field of business of Manufacturing of Cosmetic products which is having huge market and demand in India.

PERFORMANCE REVIEW

Standalone:

Your Company delivered a solid all-round performance during the year under reviewed. In F.Y 2022-23, total revenue including other income stood at Rs. 6809.94 Lakhs against Rs. 6457.35 Lakhs in F.Y 2021-22.

Profit/(loss) before tax is Rs. 120.04 Lakhs as compared to Loss of Rs. (237.52) Lakhs for the F.Y 2021-22. The Profit/(loss) after tax stood at Rs. 107.68 Lakhs as compared to Loss of Rs. (227.58) Lakhs for the F.Y 2021-22.

Consolidated:

During the F.Y 2022-23 the Company and its Subsidiary Company Dr. Smith Biotic Private Limited revenue including other income stood at Rs. 6920.80 Lakhs as compared to Rs. 7787.03 in F.Y 2021-22.

The Profit/(Loss) before tax is Rs. 199.08 Lakhs as compared to loss of Rs. (600.32) Lakhs for the F.Y 2021-22. The Profit/(Loss) after tax stood at Rs. 202.95 Lakhs as compared to Rs. (553.35) Lakhs for the F.Y 2021-22.

PERFORMANCE OF THE SUBSIDIARIES OF THE COMPANY

DR. SMITHS BIOTECH PRIVATE LIMITED

During the financial year 2022-23, Dr. Smiths Biotech Private Limited has reported a total income of INR 2262.28 Lakhs/- and incurred total expenditure of Rs. 2199.30/- Lakhs thus the Company earned a total Profit before tax of INR 79.03 Lakhs/-. The Company still in its initial years of business development and setting its operations.

DIVIDEND

The Board of Directors of the company after holistically considering the financial position of the company and the future financial needs of the company have decided not to declare any dividend for the financial year ended March 31, 2023.

TRANSFER TO RESERVE:

The directors do not propose to transfer any amount to the General Reserve. The amounts of net profit are carried to reserve & surplus account of the Company.

CHANGE TN THE NATURE OF BUSINESS:

During the year, the Company has not changed its business or object and continue to be in the same line of business as per the main object of the Company.

SHARE CAPITAL:

The issued, subscribed and paid-up equity share capital of the Company as on 31^st March, 2023 was Rs. 2499.57 Lakhs comprising of 24995764 equity shares of Rs. 10/- each.

MATERIAL CHANGES & COMMITEMENTS:

There were no material changes in the Company during the period under review.

BOARD OF DIRECTORS:

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"), Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015("Listing Regulations"),the Company is exempted from requirement of having composition of Board as per Regulation 17 of Listing Regulations.

None of the Directors of Board is a member of more than ten Committees or Chairman of more than five Committees across all the Public Companies in which they are Director. The necessary disclosures regarding Committee positions have been made by all the Directors.

None of the Director of the Company is serving as a Whole-Time Director in any Listed Company and is holding position of Independent Director in more than 3 Listed Company and none of the Director of the Company is holding position as Independent Director in more than 7 Listed Company.

None of the Directors of the Company is disqualified for appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

During the financial year under review there were changes in the constitution of the Board of Directors of the Company The strength of the Board of Directors on 31 March, 2023 was Four Directors as follows:

S.NO	DIN	Name of Director	Date of Appointment	Designation
1	01304850	Mr. Suraj Shriniwas Zanwar	07/01/2003	Managing Director
2	08502901	Mr. Paresh Arun Shah	25.08.2022	Non-Executive Director
3	09716226	Mr. Sunil Kumar	03.09.2022	Independent Director

4	07268922	Mrs. Swati Maheshwari	30.05.2022	Independent
				Director

During the financial year under review, following changes have occurred in the constitution of the Board of Directors of the Company:

Appointments of Directors:

S.NO	DIN/PAN	Name of Director	Date of Appointment	Designation
1	08502901	Mr. Paresh Arun Shah	25.08.2022	Non-Executive Director
2.	09716226	Mr. Sunil Kumar	03.09.2022	Independent Director
3.	07268922	Mrs. Swati Maheshwari	30.05.2022	Independent Director

Resignation of Directors:

S.No	DIN/PAN	Name of Director	Date of Resignation	Designation
1.	07984882	Damodarkumar Sharma	12.07.2022	Executive Director
2.	08466723	Santosh Shivaji Pimparkar	08.10.2022	Director

MEETING OF THE BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. The notice of Board meeting is given well in advance to all the-Directors.

During the financial year under report the Board of Director''s of the company have duly met for 12 times, in respect of which meetings, proper notices were given, and the proceedings were properly recorded and signed in the minutes book maintained for purpose.

The meetings of the Board of Directors of the Company were held on:

S.No	Date of Meeting	Place of Meeting	Board Strength	Name of Director present at meeting
1	30.05.2022	Corporate Office	4	• Suraj Shriniwas Zanwar • Swati Maheshwari

				•	Damodarkumar Sharma
2	21.07.2022	Corporate Office	3	• • •	Suraj Shriniwas Zanwar Swati Maheshwari Santosh Pimparkar
3	25.08.2022	Corporate Office	5	• • •	Suraj Shriniwas Zanwar Swati Maheshwari Santosh Pimparkar
4	03.09.2022	Corporate Office	3	• • •	Suraj Shriniwas Zanwar Swati Maheshwari Paresh Arun Shah
5	26.09.2022	Through Video Conferencing	3	• • •	Suraj Shriniwas Zanwar Sunil Kumar Paresh Arun Shah
6	10.10.2022	Corporate Office	3	• • •	Suraj Shriniwas Zanwar Sunil Kumar Paresh Arun Shah
7	14.11.2022	Corporate Office	3	• • •	Suraj Shriniwas Zanwar Sunil Kumar Paresh Arun Shah
8	02.01.2023	Corporate Office	4	• • •	Suraj Shriniwas Zanwar Sunil Kumar Paresh Arun Shah
9	20.03.2023	Corporate Office	3	• • •	Suraj Shriniwas Zanwar Sunil Kumar Paresh Arun Shah

INDEPENDENT DIRECTORS:

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has two Non-Promoter Non-Executive Independent Directors in line With the act. A separate meeting Of Independent Directors was held on 26.09.2022 to review the performance of Non-independent

Directors and Board as whole and performance of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

The Company has received necessary declaration from each director under Section 149(7) of the Act that they meet the criteria of independence laid down in Section 149 (6) of the act.

DIRECTOR AND KEY MANAGERIAL PERSONNEL

Following is the composition of the Board of Directors and Key Managerial Personnel of the Company as on 31^st March 2023:

S.NO	DIN	Name of Director	Date of Appointment	Designation
1.	01304850	Suraj Shriniwas Zanwar	07/01/2003	Managing Director
2.	08502901	Mr. Paresh Arun Shah	25.08.2022	Non-Executive Director
3.	09716226	Mr. Sunil Kumar	03.09.2022	Independent Director
4.	07268922	Mrs. Swati Maheshwari	30.05.2022	Independent Director
5.	CLTPD3486P	Munjaji Purbhaji Dhumal	30.07.2021	Company Secretary
6.	BCWPK1529B	Riyaz Bashir Khan	12/06/2020	CFO

Based on the disclosures as provided by the directors or the Company in pursuance to the provisions of Section 164 of the Companies Act 2013, none of the Directors of the Company is found to be disqualified.

PERFORMANCE EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act.

• The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

• The performance of the committees was evaluated by the board after seeking inputs from the committee member on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

• The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspect of his role.

Separate meeting of Independent Directors was held to evaluate the performance of nonindependent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

DIRECTOR RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

(a) In the preparation of the annual accounts for the year ended March 31, 2023, the Company has followed the applicable accounting standards and there are no material departures from the same;

(b) The Directors have 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, 2023 and of the profit and loss of the Company for that period;

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the annual accounts on a ‘going concern’ basis;

(e) The Directors had laid down the internal financial Control and that internal financial Control are adequate and were operating effectively.

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

COMMITTEE OF BOARD

As per the provision of the Companies Act, 2013 the Company has constituted following committees of the Board:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholder Relationship Committee

AUDIT COMMITTEE:

The Board of Director has constituted Audit Committee as per the provision of Section 177 of the Companies Act, 2013.

The Composition of Audit Committee are as follows:

AUDIT COMMITTEE
NAME	POSITION	DESIGNATION
Mrs. Swati Maheshwari	Chairman	Independent Director
Mr. Suraj Shriniwas Zanwar	Member	Managing Director
Mr. Sunil Kumar	Member	Independent Director

The meeting of Audit Committee was held on:

S. No	Date of Meeting	Name of Member present in the meeting
1	30.05.2022	• Suraj Shriniwas Zanwar • Swati Maheshwari
2	25.08.2022	• Suraj Shriniwas Zanwar • Swati Maheshwari
3	14.11.2022	• Suraj Shriniwas Zanwar • Swati Maheshwari • Sunil Kumar

NOMINATION & REMUNERATION COMMITTEE

The Board of Director has constituted Nomination & Remuneration Committee as per the provision of Section 178 of the Companies Act, 2013.

The Composition Nomination & Remuneration Committee of are as follows:

NOMINATION & REMUNERATION COMMITTEE
NAME	POSITION	DESIGNATION
Mrs. Swati Maheshwari	Chairman	Independent Director
Mr. Paresh Arun Shah	Member	Non-Executive Director
Mr. Sunil Kumar	Member	Independent Director

The meeting of Nomination & Remuneration Committee was held on:

S.No	Date of Meeting	Name of Member present in the meeting
1	25.08.2022	• Mrs. Swati Maheshwari • Mr. Paresh Arun Shah
2	03.09.2022	• Mrs. Swati Maheshwari • Mr. Paresh Arun Shah
3	10.10.2022	• Mr. Paresh Arun Shah • Mr. Sunil Kumar

NOMINATION & REMUNERATION POLICY:

Nomination and Remuneration Policy in the Company is designed to create a high-performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Managing Director and the Executive Directors.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at www.cian.co and is annexed to this report as Annexure A

REMUNERATION TO DIRECTOR:

The details of remuneration/sitting fees paid during the financial year 2022-2023 to Executive Directors/ Directors of the Company is provided in Annual Return which available on the website of Company www.cian.co.

STAKEHOLDER RELATIONSHIP COMMITTEE:

The Board of Director has constituted Stakeholder Relationship Committee as per the provision of Section 178 of the Companies Act, 2013.

The Composition of Stakeholder Relationship Committee are as follows:

STAKEHOLDER RELATIONSHIP COMMITTEE
NAME	POSITION	DESIGNATION
Mr. Paresh Arun Shah	Chairman	Non-Executive Director
Mr. Sunil Kumar	Member	Independent Director
Mrs. Swati Maheshwari	Member	Independent Director

The meeting of Stakeholder Relationship Committee was held on:

S.No	Date of Meeting	Name of Member present in the meeting
1	25.08.2022	• Mrs. Swati Maheshwari • Mr. Paresh Arun Shah
2	03.09.2022	• Mrs. Swati Maheshwari • Mr. Paresh Arun Shah

WHISTLE BLOWER POLICY:

In accordance with Section 177 of the Companies Act, 2013, the Company has adopted a Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The Company had established a mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of our Code of Conduct and Ethics. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases.

We affirm that during the financial year 2022-23, no employee or director was denied access to the Audit Committee.

DEPOSITS

In terms of the provisions of Sections 73 of the Act read with the Companie (Acceptance of Deposits) Rules. 2014, the Company has not accepted any deposits during the year under review and as such, no amount of principal or interest was outstanding as on 31^st March, 2023.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186

The Company has invested in 22,00,000 equity shares of Rs. 10 each aggregating to Rs. 7,08,84,000 (Rupees Seven Crores Eight Lakhs Eighty-Four Thousand only) of DR. SMITHS BIOTECH PRIVATE LIMITED. No Loans and Guarantees covered under the provisions of Section 186 of the Companies Act, 2013 have been given by the Company.

ANNUAL RETURN

Annual Return extract is in the accordance with Section 92 sub-section (3) of the Companies Act, 2013 read With Rule No. 12(l) of the Companies (Management and Administration (Rules 2014) the copy of Annual Return has been placed on the website of Company www.cian.co. The Member may follow web link for the same https://cian.co/annualreport

RELATED PARTY TRANSACTIONS

During the financial year under review the Company has entered into the contract or arrangements Pursuance of the provisions of section 188(1) of the Companies Act 2013, the particulars of such transactions in prescribed Form No. AOC-2, has been annexed herewith as "Annexure B".

DIRECTORS REMUNERATION

The details of remuneration/sitting fees paid during the financial year 2022-23 to Executive Directors/Directors of the Company is provided in Annual Return which is available on the website of Company www.cian.co.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNING AND OUTGO:

As required under section 134(3Km) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Eaming and Outgo is as follows:

Conservation of Energy &Technology Absorption:

The Company is taking adequate steps to conserve the energy at all the levels and the Company is also implementing various measures for reduction in consumption of energy. The Disclosure of particulars with respect to Conservation of Energy has been attached herewith as in FORM A as "Annexure C". There is no technology absorption during the year under review.

Foreign Exchange Earning & Outgo:

PARTICULAR	FY 2022-23	FY 2021-22
Foreign Exchange Earning	884.28	884.28
Foreign Exchange Outgo	0.00	0.00

In today''s economic environment, Risk Management is a very important part of business. The Company is Exposed to inherent uncertainties owing to the sectors in-which it operates. A key factor in determining a company''s capacity to create sustainable value is the risks that the company is willing to take (at strategic and operational levels) and its ability to manage them effectively. Many risks exist in a company''s operating environment and they emerge on a regular basis. The Company’s Risk Management processes focuses on ensuring that these risks are identified on a timely basis and addressed.

Your Company also has a Risk Management Frarmework in place covering all critical areas of operation. This framework is reviewed periodically keeping in mind the business dynamics and external environment and provides the guidelines for managing the various risks across the business.

The Process of Risk Management include following steps:

1) Risk Identification and Impact Assessment

2) Risk Evaluation

3) Risk Reporting and Disclosures

4) Risk Mitigating and Monitoring

INTERNAL FINANCIAL CONTROL

The Company has a proper and adequate system of internal controls. This ensures that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls.

The Internal Auditor of the Company carries out review of the intemal control systems and procedures. The internal audit reports are reviewed by Board.

Your Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Company''s internal controls over financial reporting was observed.

DISCLOSURE OF REMUNERATION

Pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, detail of ratio of the remuneration of each director to the median employee’s remuneration are appended to this report as “Annexure D”

There is no employee drawing remuneration of Rs. 8,50,000/- per month or Rs.1,02,00,000/- per year, therefore the particulars of employees as required u/s 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not applicable to the company.

Name of the top 10 employees in term of remuneration drawn in the financials year 2022-23:

A statement of Top-10 employees in terms of remuneration drawn as per rule 5(2) read with rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, is annexed with the report “Annexure E”.

CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the Provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Govemance, although few of the information are provided in this under relevant heading.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In. terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented in a separate section forming part of this Annual Report as “Annexure F”

AUDITORS

STATUTORY AUDITOR

M/s. Agarwal Mahesh K & Co., Chartered Accountants (FRN:008007C), were appointed as the Statutory Auditors of the Company in the Extra-Ordinary General Meeting (AGM) of the Company held for the year 2018-19, to hold office from the conclusion of the this Annual General Meeting of the Company till the conclusion of the Annual General Meeting to be held in the financial year 2023-24.

As required under Regulation 33(d) of the SEBI (LODR) Regulation, 2015 the Auditor has confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountant of India.

Board Considered the major observations given by the auditor and reply of management on the same as follows:

(i) According to information and explanation give to us and on the basic of our examination

of the records of the Company, Company has been sanctioned working capital limit in excess of five crores rupees, in aggregate, from bank during the year. Below are the instances where value submitted to banks through quarterly/monthly statement is not in agreement with the books:

Quarter/Month	Value as per books	Value as per	Difference
ending	of accounts	quarterly/monthly
		statement filed with
		the bank

30th June 2022	3,43,078,169	3,43,078,169	NA
30th September 2022	3,49,570,739	3,49,570,739	NA
31st December 2022	3,61,464,633	3,61,464,633	NA
31st March 2023	3,48,099,000	3,48,101,927	2927

Reply From Management: The discrepancies are on account of statements filed with the banks on 25th of March due to year ending reporting.

(ii) According to the information and explanations given to us and the records of the Company examined by us, there is a prior period income of Rs. 4.52 lakhs that have been disclosed during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961).

Reply From Management: As Prior Period income of Rs. 4.52 Lakh. Resulted due to omission of income or expenses of prior period as below:

The Prior period income was observed due to reversal of Statutory Audit fees for the year 2021-21.

The Board of the Company take pleasure in stating that no other observation has been made by the Auditors in their report which needs any further explanation by the Board.

INTERNAL AUDITOR

As per section 138 of the Companies Act, 2013, the Company has appointed, internal auditors for conducting the internal audit for financial year 2022-23 as per the internal audit standards and regulations. The internal auditor reports 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 mechanism with interaction of KMP and functional staff.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2019 your Company has appointed DSM and Associates, practicing Company Secretaries firm, Mumbai to conduct the Secretarial Audit of the

Company for the financial year 2022-23. The Secretarial Audit Report is annexed herewith as “Annexure G” to this Report.

No observation has been made by the Secretarial Auditors in their report which needs any explanation by the Board.

COST AUDITOR

The company is trying to maintaining the Cost Records as specified by the Central Government under section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, and accordingly such accounts and records are made and maintained by the Company in full fledge form in near future as assured by the board. Further, the cost records are also audited by M/s Suraj Lahoti & Associates, Cost Auditors. The Company is in process to file the Cost Audit Report for the year 2022-23.

Your Directors had, on the recommendation of the Audit Committee, appointed M/s. Suraj Lahoti & Associates., Cost Auditors to audit the cost accounts of the Company for the financial year 2023-24 on a remuneration of Rs. 45,000/- (plus GST). As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in General Meeting for their ratification. Accordingly, a resolution seeking Member’s ratification for the remuneration payable to M/s Suraj Lahoti & Associates., Cost Auditors is included at Item No. 3 of the Notice of the Annual General Meeting.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OTHER THAN THOSE REPORTABLE TO THE CENTRAL GOVERNMENT

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

During the Financial Year, company has not received any cases regarding Fraud reporting required under Companies Amendment Act, 2015.

CREDIT RATING

The Credit Rating Agency CRISIL Limited has awarded Credit rating of CRISIL B /Stable on 03^rd March, 2023 for long term Facilities and short term Facilities to the company’s borrowings.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the work place and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has always provided a congenial atmosphere for work to all the employees that is free from discrimination and harassment including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, color, marital status and sex.

The company is in process of constitution of Internal Complaints Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has not received any complaint of sexual harassment during the financial year 2021 -22.

GOING CONCERN STATUS

There is no significant or material order passed during the year by any regulator, court or tribunal impacting the going concern status of the Company or its future operation.

CORPORATE SOCIAL RESPONSIBILITY

According to Rule 3 (2) of The Companies (Corporate Social Responsibility Policy) Rules, 2014 Every company which ceases to be a company covered under subsection (1) of section 135 of the Act for three consecutive financial years shall not be required to —

a. constitute a CSR Committee; and

b. comply with the provisions contained in 1[sub-section (2) to (6)] of the said section

till such time it meets the criteria specified in sub-section (1) of section 135, therefore for the in the financial year 2021-22 the Company has ceases to comply with the provisions regarding CSR.

No any unspent amount is there, therefore the CSR committee was also dismissed by company.

SUBSIDIARIES, JOINT VENTURE OR ASSOCIATES

Companies which become to be Company’s Subsidiary, Joint Venture or Associate Companies as per the provision of Companies Act, 2013 during the financial year 2022-23 are as per ‘ Annexure H’

S.No	Name of Company	Nature	Percentage of Holding	Section
1.	Dr. Smith Biotech Private Limited	Wholly Owned Subsidiary	99.99%	2(87)

MAINTENANCE OF COST RECORDS:

The Provision of section 148 of the Companies Act, 2013 with respect to the maintenance of cost records and Cost Audit are applicable to the Company and company has maintained adequate record during the year under review and conducted Cost Audit for Financial Year 2021-22 and cost audit for financial year 2022-23 is under process as on date of this report.

COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS

The Board of Director confirms that the secretarial standard, as applicable to the Company have been complied with.

MATERIAL ORDER BY TRIBUNAL OR OTHER REGULATORY BODY

There is no significant or material order passed during the year by any regulator, court or tribunal impacting the going concern status of the Company or its future operation.

Below mentioned the list of material litigations filed against Company and their status.

Sr. No.	Name of the Parties	Outstanding Amount (In Rupees)	Case Amount (In Rupees)	Court Name	Status
1.	Globofarm International Private Limited	31,23,401/-	59,03,184/-	First Class Magistrate, Bandra Mumbai	Pending
2.	Shreeji Pharmachem	78,30,681/-	1,14,00,000/-	NCLT Mumbai Bench	Reply filed by Company
3.	Medley Pharmaceuticals Limited	82,42,050/-	82,42,050/-	Metropolitant Magistrate Andheri, Mumbai	Pending

ACKNOWLEDGEMENT

The Directors would like to express their sincere appreciation for the assistance and co-operation received from the banks, Government authorities and members during the year under review. The Directors also wish to place on record their deep sense of appreciation for the committed services by the Company’s executives.

CAUTIONARY NOTE

The statements forming part of the Directors'' Report may contain certain forward-looking remarks within the meaning of applicable provisions of the Companies Act, 2013 and rules made there under. 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 conjuction with the financial statements included herein and the notes thereto.

BY THE ORDER OF BOARD OF DIRECTORS FOR CIANHEALTHCARE LIMITED

SD/- SD/- SD/-

Suraj Shriniwas Zanwar Paresh Arun Shah Munjaji Dhumal

(Managing Director) Non-Executive Director Company Secretary

DIN: 01304850 DIN: 08502901 M No.: A65852

Date: 04.09.2023 Place: Pune