Key Dates

  • Cut-off date for membership: June 5, 2026
  • Dispatch date of Postal Ballot Notice: June 9, 2026
  • Remote e-voting period: June 10, 2026 (9:00 AM IST) to July 9, 2026 (5:00 PM IST)
  • Result announcement: On or before July 13, 2026
  • Deemed passing date of resolutions: July 9, 2026 (if approved)

Service Providers Appointed

  • Scrutinizer: Mrs. Divya Rani, Company Secretary in Practice (Membership No. A64841, Certificate of Practice No.: 26426) of M/s. Divya Rani & Associates
  • E-voting service provider: Bigshare Services Private Limited

Resolutions Proposed for Shareholder Approval

1. Material Related Party Transactions with Mr. Pradeep Kumar Jain

  • Type: Ordinary Resolution
  • Nature: Approval for material related party transactions entered/to be entered with Mr. Pradeep Kumar Jain, Promoter Shareholder and Non-Executive Director
  • Transaction details: Unsecured loans up to ₹10 crore, interest payments up to ₹1.05 crore, overdraft facility against fixed deposits up to ₹50 crore, rental payments up to ₹0.07 crore
  • Total estimated value for FY2026-27: ₹61.12 crore

2. Material Related Party Transactions with Mr. Rajesh Jain

  • Type: Ordinary Resolution
  • Nature: Approval for material related party transactions entered/to be entered with Mr. Rajesh Jain, Promoter Shareholder and Managing Director
  • Transaction details: Unsecured loans up to ₹10 crore, interest payments up to ₹0.92 crore, rental payments up to ₹0.07 crore
  • Total estimated value for FY2026-27: ₹10.99 crore

3. Material Related Party Transactions with Ananta Medicare Limited

  • Type: Ordinary Resolution
  • Nature: Approval for material related party transactions entered/to be entered with Ananta Medicare Limited, Promoter Shareholder and Holding Company
  • Transaction details: Unsecured loans up to ₹20 crore, interest payments up to ₹1.95 crore, resource sharing costs up to ₹0.50 crore, sale of goods up to ₹20 crore
  • Total estimated value for FY2026-27: ₹42.45 crore

4. Power to Sell/Lease/Dispose of Undertaking

  • Type: Special Resolution
  • Nature: Approval for Board to sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking
  • Limit: Up to ₹100 crore
  • Purpose: To create charges/security for borrowings, guarantees, working capital facilities

5. Enhancement of Borrowing Limits

  • Type: Special Resolution
  • Nature: Approval to enhance borrowing limits of the Company
  • Limit: Up to ₹100 crore outstanding at any time
  • Instruments: Credit facilities, foreign currency securities, external commercial borrowings, debentures, bonds, commercial papers

6. Loans/Guarantees/Security under Section 185

  • Type: Special Resolution
  • Nature: Approval for giving loan/guarantee/provide security to persons specified under Section 185 of Companies Act, 2013
  • Limit: Up to ₹100 crore aggregate amount
  • Condition: Proceeds to be used only for principal business activities of borrowing entity

7. Enhanced Limits under Section 186

  • Type: Special Resolution
  • Nature: Approval for enhanced limits for investments, loans, guarantees under Section 186 of Companies Act, 2013
  • Limit: Up to ₹100 crore outstanding at any time
  • Activities: Loans, guarantees, securities, investments in body corporates

8. Appointment of Mr. Rajesh Jain as Managing Director

  • Type: Special Resolution
  • Tenure: 3 years from March 16, 2026 to March 15, 2029
  • Remuneration: Nil (services provided through resource sharing arrangement with Ananta Medicare Limited)
  • Background: 54 years old, Bachelor of Pharmacy, Master of Pharmacy, pursuing PhD, 31+ years experience

9. Appointment of Ms. Simmi Soni as Woman Non-Executive Director

  • Type: Ordinary Resolution
  • Tenure: Effective from March 16, 2026
  • Background: 59 years old, bachelor's degree from Delhi University, 40 years experience in administration and logistics

Financial Context

  • Company's consolidated turnover (FY2025-26): ₹29.47 crore
  • Materiality threshold for RPTs: ₹2.94 crore (10% of turnover)
  • Net worth (FY2025-26): ₹20.61 crore
  • FY2025-26 performance: Revenue ₹29.46 crore, Loss Before Tax ₹20.91 crore, Loss After Tax ₹21.02 crore

Background Information

  • Company emerged from insolvency proceedings pursuant to NCLT Order dated December 18, 2025
  • Promoters invested ₹23.75 crore via equity and ₹13.55 crore as loan as part of resolution plan
  • Current promoter group holding: 95% of paid-up equity share capital
  • Company listed on BSE SME Platform

Voting Arrangements

  • Remote e-voting through Bigshare Services Private Limited
  • Voting rights proportional to shareholding as on June 5, 2026 cut-off date
  • Members without registered email addresses can register as per process in Notes
  • Physical copies of Postal Ballot Notice not being sent

Document Availability

  • Company website: https://cian.co/
  • BSE website: www.bseindia.com
  • E-voting website: https://ivote.bigshareonline.com/

Additional Information

  • Explanatory Statement provides detailed material facts for each resolution
  • Related parties will abstain from voting on relevant resolutions
  • All transactions claimed to be at arm's length and in ordinary course of business
  • Audit Committee and Board have previously approved the transactions