CIAN Agro Industries & Infrastructure Ltd

To,

The Members,

Your Board of Directors ("Board') is pleased to present the Thirty-Eighth Annual Report ot CIAN Agro Industries & Infrastructure Limited ("CIAN" or 'the Company" or 'your Company"), for the financial year ended March 31, 2025 ("the year under review" or "the year" or *FY 25").

In compliance with the applicable provisions of Companies Act. 2013. (including any statutory modification(s) or re enactment(s) thereof, for time being in force) ("the Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations. 2015 ("the SEBI Regulations"), this report covers the financial results and other developments during the financial year April 1. 2024 to March 31.2025 and upto the date of the Board meeting held on September 02.2025 to approve this report, in respect of CIAN and CIAN Consolidated composing CIAN and its subsidiary companies. The consolidated entity has been referred to as "CIAN Group" or "Your Group" or "the Group" in this report.

1. FINANCIAL PERFORMANCE :

Financial results for the year ended March 31,2025 are presented in the table below:-

(Rs. In Lacs)

2. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

As on 31st March. 2025, there are Four (4) wholly-owned subsidiary Companies of CIAN:

i. CIAN Agro Limited LLC;

ii. VarronAJuminiumm Private Limited;

iii. Manas Power Ventures Private Limited;

iv. A vender Electricals & Infrastructure Private Limited;

One (1) Step down Wholly Owned Subsidiary:

v. Ideal Energy Projects Limited

One (1) Step down Subsidiary:

vi. Manas Agro Industries and Infrastructure Limited.

Out of 6 Subsidiaries companies. 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 March. 2025..

3. CONSOLIDATION FINANCIAL STATEMENTS :-

The Consolidated Financial Statements of the Company for the financial year 2025 are prepared in compliance with the applicable provisions of the Act, including Indian Accounting Standards specified under Section 133 of the AcL The audited Consolidated Financial Statements together with the Auditors' Report thereon form 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 AcL 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 http7Avww.cianindustries.com.

4. OPERATIONS OF THE COMPANY:-

The Company is into the Fast-Moving Consumer Goods (FMCG) industry which continues to be one of the biggest long term sustainable business opportunities that our country offers.

During the period under review the standalone Gross Revenue from operations for F.Y 2024-25 is Rs. 25.621.33 Lakhs (Previous Year Rs. 17070.94 Lakhs). The Net Profit for the year stood a! Rs. 95.52 Lakhs against Rs. 505.06 Lakhs reported in the Previous Year. The Earnings before InteresL Taxes. Depreciation & Amortization (EBITDA) for F.Y 2024-25 is Rs. 2592.89 Lakhs against Rs. 3100.24 Lakhs reported in the previous year.

The Consolidated Gross Revenue from operations for F.Y 2024-25 is Rs. 102,899.72 Lakhs (Previous Year Rs. 17070.94 Lakhs). The Net Profit for the year stood at Rs. 4.116.10 Lakhs against Rs. 489.88 Lakhs reported in the Previous Year. The Earnings before Interest Taxes, Depreciation & Amortization (EBfTDA) for F.Y 2024-25 is Rs 16685.95 Lakhs against Rs.3085.43 Lakhs reported in the previous year.

Segment wise (Standalone) reviews of operations of FY 2024-25 of the Company are as follows >

(Rs. In Lakhs)

Segment wise (Consolidated) reviews of operations of FY 2024-25 of the Company arc as follows:-

(Rs. In Lakhs) *

* Consolidation is w.e.f. September. 2024

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. 2025, the Authorised Share Capital of the Company was Rs. 44,75,00.000/-. The Company's paid-up 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:

In order to conserve the resources for future growth of the Company, your Directors do not recommend any dividend for the year under review.

8. TRANSFER TO RESERVES:

The Company has not transferred any amount to the Reserves for the financial year ended 31st March. 2025.

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 3nd 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 or arrangements entered into by the Company with its related parties during the financial year 2024-25 were in accordance with the provisions of the Companies Act 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. All such contracts or arrangements were on arm s length basis and in the ordinary course of business, and have been approved by the Audit Committee. No material contracts or arrangements with related parties were entered into during the year under review. Details thereof in the prescribed Form AOC-2 is appended as 'ANNEXURE-B' to the Board s report, in terms of Secbon 134 of the Act read with Rule 8 of the Companies (Accounts) Rules. 2014.

11. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

With respect to Particulars of Energy Conservation, Technology Absorption required under the Companies (Accounts) Rules. 2014. a separate statement of Particulars of Energy Conservation. Technology Absorption and Foreign Exchange Earnings and Outgo is appended as 'ANNEXURE-C* to the Board's report-

12. DIRECTORSAND KEY MANAGERIAL PERSONNEL (KMP):

a) Director's Retiring by Rotation:-

In accordance with the provisions of Section 152 of the Companies Act. 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Jaykumar Varma (DIN: 00489792), 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

b) Appointmcnt/Rc-appointmcnts of Dircctors:-

During the year under review, there is no change in Board of Directors.

c) Resignation of Directors / Key Managerial Personnel:

During the year under review, the below Key Managerial Personnel's has been resigned from the Board of Directors: i) Mr. Suneet Pande. Chief Executive Officer has resigned with effect from 27.06.2024;

d) Independent Directors:

The Company's Independent Directors have submitted requisite declarations confirming that they continue to meet the enteria 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.

c) 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 were designated as the Key Managerial Personnel of the Company by the Board in term of 2(51) of the Companies Act 2013.

Mr. Nikhil Gadkari. Managing Director

Mrs. Madhubala Dave. Company Secretary & Compliance Officer Mr. Nakul BhaL Chief Financial Officer

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 SEBI (Listing Obligations and Disclosures Requirements) Regulations. 2015: the Board has carried out Annual Performance Evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees.

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 members on the basis of the criteria such as the Composition of Committees. Effectiveness of Committee Meetings, etc

The Board in consultation with the Nomination and Remuneration Committee reviewed the performance of the Individual Directors on the basis of the criteria such as the contnbubon 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 aspects of his role. In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board Meeting that followed the Meeting of the Independent Directors, at which the performance of the Board, its Committees and Individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

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 Acf 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;

0 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:

The Board meets at regular intervals to discuss and decide on Company/ Business policy and strategy apart from other Board business. During the year under review. 11 (Eleven) Board Meetings were held and the intervening gap between the meetings did not exceed the period presen bed under the Act, the details of which are given in the Corporate Governance Report, which forms an integral part of this report

The notice of Board/Committee meeting is given well in advance to all the Directors. Usually, meetings of the Board are held in Nagpur The Agenda of the Board/Committee Meetings is set by the Company Secretary in consultation with the Chairman, the Managing Director of the Company.

17. MATERIAL CHANGES & COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR & DATE OF REPORT:

i. CIAN has participated in the Resolution Ran of Swapnil Promoters and Developers Pvt Ltd on 07th March. 2024 under section 30(6) read with Section 31 of Insolvency and Bankruptcy Code, 2016 to the National Company Law Tribunal (NCLT) Mumbai, which was later approved on 12th July. 2024 by the Hon'ble NCLT Mumbai Bench. The company is in compliance stage for the requirement stated under the Order of NCLT and implementation of Resolution Plan.

iL The company has invested m Equity share of Manas Power Ventures Private Limited ("MPVPL") resulting to 5.5% of the shareholding on 24th June, 2024. Further, with effect from 10th September. 2024 Manas Power Ventures Private Limited has become Wholly Owned Subsidiary Company with 100% holding pursuant to the approval of Buyback by the said company. The company through its Wholly Owned Subsidiary Company is engaged in the business of generation, accumulation, distribution and supply of thermal Energy. Power Generation.

in. The Company has also invested in the Debentures (Optionally Convertible Debenture) of MPVPL through Debentures Purchase Agreement with the existing debenture holder on 06th AugusL 2024 and on 08th August, 2025 the said entity has converted the OCD to equity.

iv. Manas Power Ventures Private Limited (hereafter shall be referred as "MPVPL') is a Holding Company of M/s. Ideal Energy Projects limited (hereafter shall be referred as "IDEAL)" carrying its business through IDEAL which has become a Wholly Owned Step-Down Subsidiary of CIAN Agro Industries & Infrastructure Limited.

M/s. Ideal Energy Projects limited (IDEAL) Company Incorporated under Companies AcL 1956 on 03/04/2008. The company is engaged in the generation and distribution of electricity. The company has set up a 1 X 270 MW Coal based power project near Village Bela, TehsB Umred. District Nagpur. The revenue of operation of the Company for the financial year' 25 is Rs. 78516.61 lakh and profit of Rs. 15082.44 lakh.

v. The company has invested in Equity shares of Avenzer Electncals & Infrastructure Pvt Ltd ("Avenzer") resulting to 1.065% of the shareholding on 24th August 2024. Further, with effect from 24th September. 2024 the Avenzer Electricals & Infrastructure Pvt Ltd has become Wholly Owned Subsidiary Company with 100% holding pursuant to the approval of Buyback by the said company. The Avenzer is engaged in the business of drip irrigation. Infrastructure and through its subsidiary having 90.29% holding is engaged in business of power Generation. Sugar manufacturing and distillery business etc.

vi. Avenzer Electricals & Infrastructure Pvt Ltd ("Avenzer") has Subsidiary company. M/s. Manas Agro Industries & Infrastructure Limited (*MAIIL") with 90.29% holding. Pursuant to which. M/s. Manas Agro Industries & Infrastructure Limited MAUL has become Step-Down Subsidiary of Cl AN Agro Industries & Infrastructure Limited

M/s. Manas Agro Industries & Infrastructure Limited ("MAIIL") Company Incorporated under Companies Act. 1956 on 06/9/2012. Step-down Subsidiary ("Step-down Subsidiary"). The company is engaged in Manufacturing of Sugar, Power Generation. Distillery, Ethanol Production. Trading of E-10 and LPG etc. The revenue of operation of the Company for the financial year' 25 is Rs. 91362.60 Lakhs and profit of Rs. 527.36 Lakhs.

vii. CIAN has participated in the process of Insolvency and Bankruptcy of Shubhada Tool Industries Pnv3te Limited with the intension to expand its Industrial Infrastructure business on 18th March. 2025. Further. CIAN has submitted the Resolution Plan on 11th June. 2025 under section 30(6) read with Section 31 of Insolvency and Bankruptcy Code, 2016 to Resolution Professional for the approval of CoC and NCLT respectively.

There are no other material changes & commitments affects 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 CONTROL SYSTEMS AND THEIR ADEQUACY:

Internal Financial Control of the Company has been designed to provide reasonable assurance with regard to recording and providing reliable Financial and operational information, complying with applicable Accounting Standards. Company periodically conducts physical verification of inventory, fixed Assets, and cash on hand and matches them with the Books of Accounts. Explanations are sought for any variances noticed from the respective functional heads.

The Company's internal control systems with reference to the financial statements are adequate 3nd commensurate with the nature of its business and the size and complexity of its operations and ensure that all its assets are safeguarded and protected against losses.

Pursuant to the provisions of Section 138 of the Companies AcL 2013 read with Companies (Accounts) Rules. 2014. the Board of Directors of the Company, appointed M/s Deeparani Varma. Chartered Accountants, as the Internal Auditor of the Company for FY 2024-2025 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. The Internal Auditor directly reports to the Audit Committee for functional matters. The findings of the Internal Auditor are discussed on an on going basis in the meetings of the Audit Committee and various steps have been taken to implement the suggestions of the said Internal Auditor. The Company undertakes corrective action in the respective areas and strengthens the levels of Internal Financial and other operational controls. The Audit Committee in its quarterty meetings periodically reviews the internal audit and controls reports.

20. COMMITTEES

The Company has total Tour Committees namely Audit Committee. Stakeholders Relationship cum Share transfer Committee. Nomination and Remuneration Committee and Corporate Social Responsibility Committee. The details of which are given in the Corporate Governance Report, which forms an integral part of this report.

21. REPORT ON CORPORATE GOVERNANCE :

Your Company is committed to achieve the highest standards of Corporate Governance. Pursuant to Regulation 34(3) read with Schedule V of Listing Regulations. Report on Corporate Governance have been made a part of the Annual Report Annexure-E.

Auditor's Certificate regarding compliance with conditions of Corporate Governance are attached dong with this report.

22. PARTICULARS OF EMPLOYEES & REMUNERATION :

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 provided in "Annexure P.

Further, the information as required 3S per the provisions of Section 197 of the Companies Act 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. is appended to this report as 'Annexure G".

23. 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

24. HUMAN RESOURCES:

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 3nd productive organization to deliver against our vision of being amongst the best Companies in Central India.

25. 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. 3nd 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.

26. ANNUAL RETURN:

The Annual Return of the Company for the financial year 2024-25 is available on the website of the Company at svww.cianindustries.com.

27. 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 or ethics policy 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 i.e.

We affirm that during the financial year 2024-25. no employee or director or any other person W3S denied access to the Audit Committee.

28. RISK MANAGEMENT POLICY AND REPORT:

The Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. The Company periodically assesses risks in the internal and external environment along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans. The Company through its risk management process strives to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors.

The Committee reports to the Board of Directors of the Company. At plants / units level, Internal Committees have been formed, headed by plants / units heads of respective plants / units and functional departmental heads. Such Committees report to the Risk Management Committee from time to time. The Board of Directors has developed and implemented Risk Management Policy for the Company. There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis Report, which forms part of this report.

29. AUDITS AUDITOR REPORT:

a) Statutory Audit:-

M/s. P.G. Joshi & Company, Chartered Accountants. Nagpur (FRN: 104416W) were appointed 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.

Members are informed that the provision relating to ratification of appointment of the Auditors as per Companies (Amendment) Act, 2017 which was notified on 7th May. 2018 h3s been obliterated. As such, no requirement of ratification/confirmation shall henceforth be necessary for the appointment of the Auditors for their remainder period of appointment Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM.

The Auditors have issued an unmodified opinion on the Financial Statements, both standalone and consolidated for the financial year ended 31st March. 2025. The said Auditors' Reports) for the financial year ended 31st March, 2025 forms part of this Annual Report does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditor's Report are self-explanatory and therefore do not call for any further comments.

b) CostAudit:-

The Company is required to maintain the cost records as specified by the Central Government under Section 148 (1) of the Companies Act 2013 and accordingly such accounts and records are made and maintained by the Company. An Audit of the Cost Accounts maintained by the Company is also conducted by a Cost Auditor appointed by the Company

The Board of Director on recommendation of the Audit Committee approved remuneration of Rs. 60,000/ (Rupees Sixty Thousand only) including out-of-pocket expenses and GST as applicable subject to the ratification of the said fees by the shareholders at the ensuing 37 th Annual General Meeting.

A resolution regarding ratification of remuneration payable to Mrs. Jyotsna Rajpai. Practicing Cost Accountants. Nagpur forms part of the Notice convening the 38th Annual General Meeting of the Company.

c) Secretarial Audit:

The Board of Directors of the Company has appointed Mr. Kaustubh Moghe, Practicing Company Secretary (Certificate of Practice No. 12486), as the Secretarial Auditor to conduct an audit of the secretarial records for the financial year2024-25. The Company has received consent from Mr. Kaustubh Moghe to act as the Secretarial Auditor for conducting audit of the secretarial records for the financial year ending 31 st March, 2025.

The Secretarial Audit Report in Form MR-3 for the financial year ended 31st March, 2025 under the Act, read with Rules made thereunder and Regulation 24 Aof the Listing Regulations, is set out in the 'Annexure- H' to this report

Reply to the Observations made in the Secretarial Auditor's Report:

1. as per Listing Regulations 19; Annual listing fees for FY 2024-25 was not paid in due period.

2. as per Listing Regulation 31(2); 100% of the shareholding of promoters and promoter groups is not in dematerialized form,

3. one e-form in respect of charge creation was filed with the Registrar of Companies with additional fees.

The management of the company has taken all the necessary steps and actions to do proper and timely compliances. It assures to do timely compliance in future under various applicable acts & regulations.

30. CORPORATE SOCIAL RESPOSIBIUTY:

CIAN understands its responsibility towards the society in which it operates and is initiating small but significant steps in bringing positive changes in the environment for sustainable development taking into the consideration the interest of various stakeholders. With the rapidly changing corporate environment more functional autonomy, operational freedom etc., CIAN has adopted CSR policy as a strategic tool for sustainable growth. For Company in the present context, CSR policy adopted is not just tool of investment of funds for Sodal Activity but also efforts to integrate Business processes with Social processes.

The CSR Committee of our Board provides oversight of CSR Policy and monitors execution of various activities to meet the set of CSR objectives.

The Members of the CSR Committee arc:

1. Mrs. Vrushali Jitendra Pradh3n- Independent Director (Chairman of this committee)

2. Mr. Atul Vijay Mandlekar- Independent Director

3. Mr. Ravindra Boratkar Non-Executive Director

4. Mr. Ramesh Himte - Independent Director

The Company has constituted CSR Committee and CSR Policy is duly adopted by the Company as per the regulatory norms CIAN considers social responsibility as an integral part of its business activities and endeavors to utilize allocable CSR budget for the benefit of society.

We believe that society is an important pillar which supports business activities and creates the canvas of opportunities. CSR initiatives are on the focus areas approved by the Board bene fitting the community.

Dunng the year under review, CIAN has contributed in Promoting art and culture in Thane. Mumbai.

During the year under review, the Company has spent on the CSR activities prescribed under the Companies Act. 2013. As per the Companies Act. 2013

The Company's annual report on the CSR activities undertaken during the financial year ended 31st March, 2025, in accordance with Section 135 of the Act read with the Companies (Corporate Sodal Responsibility Policy) Rules. 2014 (induding any statutory modification(s) or re-enactment(s) for the time being in force) is set out in Annexure I to this report.

31. 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 under the Insolvency and Bankruptcy Code. 2016 (31 of 2016).

32. 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 ot 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

33. MATERNITY BENEFIT

The Company is in compliance with the provisions of Maternity Benefit Act 1961 and no complaint has been received by the Company from any of the employee in this regard during the year under review.

34. 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 re3d with the Companies (Acceptance of Deposits) Rules. 2014 (Including any Statutory Modifications) 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 not received any remuneration or commission from any of subsidiaries of the Company as specified under 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 in the relevant financial year.

f) 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

g) The Company has not issued Equity Shares with differential rights as to dividend, voting or otherwise.

35. APPRECIATION*ACKNOWLEDGEMENT:

Your Directors would like to place on record their gratitude for all the support and co operation received from its shareholders, customers, suppliers as well as vendors, banks, business associates and other government and regulatory agencies. Your Directors would also like to take this opportunity to express their appreciation for the hard work, solidarity, co-operation and dedicated efforts put in by the employees and look forward to their continued contribution and support.

For and on behalf of the Board of Directors