Jiya Eco-Products Ltd Directors Report

Dear Members,

The Directors of your Company are pleased to present the 14^th Boards Report (post Corporate Insolvency Resolution Process (CIRP) of your Company from 11^th December, 2025 till 31^st October,2025, along with Audited Standalone Financial Statements for the Financial Year 2024-25.

COMMENCEMENT OF CIRP:

Jiya Eco-Products Limited (‘the Company) was incorporated, on 27.12.2011, carrying on the business of farming, agriculture and horticulture and to grow, produce, manufacture, process, prepare, refine, extract, manipulate, hydrolyze, buy, sell, market or deal in all kinds of agricultural, horticultural, dairy, poultry and farm produces and products including food grains, cereals, seeds, soyabeans, corn, corn oils, cash crops, plants, flowers, vegetables, edible oils, meat fish, eggs, animal and human foods and food products and also to produce and develop value added products like bio-coal from biomass and waste of above products.

The Financial Creditor-Raj Radhe Finance Limited filed an application under Section 7 of the IBC, 2016. to initiate the Corporate Insolvency Resolution Process (CIRP) against the Company. The National Company Law Tribunal (NCLT), Ahmedabad has admitted the Company under CIRP on 24.04.2023. the Honble NCLT, Ahmedabad Bench, passed the order for initiation of CIRP under section 7 of the Insolvency and Bankruptcy Code, 2016 (As amended and hereinafter referred to as "the Code") appointing Mr. Keyur J Shah as Interim Resolution Professional, subsequently confirming Prawin Charan Dwary as the Resolution Professional. ("RP") vide NCLT order dated 17.07.2023 under the provisions of the Code. At 2^nd meeting of CoC Mr. Prawincharan P. Dwary, Resolution Professional was appointed and publication of Form G as well as eligibility Criteria for Prospective Resolution Applicant "PRA") under regulation 36A for inviting Expressions of Interest (EoI) was discussed. On 24.07.2023, the Resolution Professional RP issued the Request for Resolution Plan (RFRP) for acquisition of the Company. Mr. Pradeep Khandagale submitted his Resolution Plan on 12.09.2023. The RP informed that Mr. Pradeep Khandagale, has been declared as the Successful Resolution Applicant (SRA) with 100% vote of the members of the Committee of Creditors (CoC) at their meeting held on 28.08.2024.

NCLT, Ahmedabad, vide Order dated 11.12.2024, approved Pradeep Khandagales Resolution Plan.

I. FINANCIAL RESULTS OF OUR OPERATIONS:

As mandated by the Ministry of Corporate Affairs, the Company had adopted the IND AS. The Companys financial performance, for the year ended on 31^st March, 2025 is summarized below:

(Rs. In Lakhs)

PARTICULARS	31st March, 2025	31st March, 2024
Total Income	2.66	0.00
Total Expenditure	106.71	114.82
Profit/(loss) before Tax	(104.05)	(114.82)
Tax Expenses: Current Tax	0.00	0.00
Short / (Excess) tax for prior year/s	0.00	0.00
Deferred Tax	0.00	0.00
Net Profit/(Loss) After Tax	(104.05)	(114.82)

II. CONSOLIDATED FINANCIAL RESULTS OF THE COMPANY:

The Consolidated Financial Statements of the Company and its Subsidiary and Associates companies, prepared in accordance with the Companies Act, 2013 and applicable Accounting Standards along with all relevant documents and the Auditors Report form part of this Annual Report. The Consolidated Financial Statements presented by the Company include the financial results of its associates Companies:

(Rs. In Lakhs)

PARTICULARS	31st March, 2025	31st March, 2024
Total Income	2.66	0.00
Total Expenditure	106.75	114.88
Profit/(loss) before Tax	(104.09)	(114.88)
Tax Expenses: Current Tax	0.00	0.00
Short / (Excess) tax provision for prior	0.00	0.00
years
Deferred Tax-C.Y.	0.00	0.00
Net Profit/(Loss) After Tax	(104.09)	(114.88)

III. DIVIDEND:

In view of the absence of profit, no dividend is proposed.

IV. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as required pursuant to the provisions of Regulation 34(2)(e) read with Schedule V(B) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed herewith vide ANNEXURE I and forms an integral part of this Annual Report.

V. PARTICULARS OF INFORMATION FORMING PART OF THE BOARDS REPORT PURSUANT TO SECTION

134 OF THE COMPANIES ACT, 2013, RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

1. ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of the Act, a copy of the annual return of the Company as on 31^st March, 2024 has been filled by Resolution Professional through GNL Form.

2. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR:

During the period under review, 7 (Seven) meetings of the Board of Directors were held and the gap between the two meetings did not exceed 120 days. The dates on which the board meeting were held as follows: 28^th January, 2025, 17^th April, 2025, 12^th May, 2025, 26^th May, 2025, 30^th May, 2025, 21^st June, 2025, 14^th August, 2025.

3. CHANGE(S) IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of the Company during the financial year under review.

4. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions contained in Section 134(5) of the Companies Act, 2013, your Directors confirm that:

a. in the preparation of the annual accounts for the financial year ended 31^st March 2025, the applicable accounting standards have been followed and there were no material departures;

b. the directors had selected accounting policies as mentioned in the Notes forming part of the Financial Statements and applied them consistently. Further 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 Profit of the Company for that period;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the Annual accounts have been prepared on a going concern basis;

e. proper internal financial controls were in place and that the internal financial controls were adequate and were operating effectively;

f. proper systems to ensure compliance with the provisions of all applicable laws and that such and systems were adequate operating effectively.

5. DETAILS OF APPOINTMENT AND RESIGNATION OF DIRECTORS/ KEY MANAGERIAL PERSONNEL:

The Composition of the Board & Key managerial personnel were not in accordance with the provisions of the Companies Act 2013 and rules made thereunder during FY 2024-25. The following changes took place in the Board of Directors/ Key Managerial Personnel of your Company after 1^st April, 2025.

? Appointments (by the Monitoring committee in its meeting held on 24.12.2024):

- Mr. Pradeep Khandagale (DIN: 01124220)

- Mrs. Rajashri Khandagale (DIN: 02545231)

? Appointment (by the Borad of Directors in its meeting held on17.04.2025.):

- Mr. Nilesh Tiwari (DIN: 10488420)

? Appointment (by the Borad of Directors in its meeting held on 12.05.2025.):

- Mr. Mehul Ranade (DIN: 08949206)

- Mrs. Ranuka Borole (DIN: 10735899)

? Cessations (deemed resignation of the Director(s) of the Company) w.e.f 12.05.2025:

- Mr. Yogeshkumar Chimanlal Patel (DIN: 05147701)

- Ms. Hetalben Bhaveshbhai Kakadiya (DIN: 07073147)

- Mr. Nimish Hemantkumar Jani (DIN: 07074047)

- Mr. Tushar Hasmukhrai Patel (DIN: 07180750)

- Mr. Bhavesh Jivrajbhai Kakadiya (DIN: 05147695)

6. DETAILS OF DIRECTOR TO BE APPOINTED/RE-APPOINTED AT THE ENSUING ANNUAL GENERAL MEETING:

1. Mrs. Rajashri Khandagale (DIN: 02545231), Non-executive Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

2. Appointment of Mr. Pradeep Khandagale(DIN:) as a Whole Time Director designated as an KMP for the period of Five years w.e.f.26^th May, 2025, subject to the approval of the shareholders.

3. Appointment of Mr. Nilesh Tiwari (DIN:10488420) as Director (Category: Non-Executive and Independent) of the Company for the period of Five years with effect from 17^th April, 2025, subject to the approval of the shareholders who was appointed as Additional Director by the Board.

4. Appointment of Mr. Mehul Ranade (DIN: 08949206) as Director (Category: Non-Executive and Independent) of the Company for the period of Five years with effect from 12^th May, 2025, subject to the approval of the shareholders who was appointed as Additional Director by the Board.

5. Appointment of Mrs. Renuka Borole (DIN:10735899) as Director (Category: Non-Executive and Independent) of the Company for the period of Five years with effect from 12^th May, 2025, subject to the approval of the shareholders who was appointed as Additional Director by the Board.

7. DECLARATION UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013 FROM THE INDEPENDENT DIRECTORS:

During the period under review, there were no Independent Directors were appointed on the Board of the Company. The Compliance in respect of Composition of the Board has been done after 1^st April, 2025 as mentioned above.

However, the Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of the Independence as provided in Section 149(6) of the Companies Act, 2013 and rules made there under.

8. BOARDS OPINION REGARDING INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE

PROFICIENCY) OF INDEPENDENT DIRECTORS:

In the opinion of the Board, the Independent Directors fulfil the conditions prescribed under the Listing Regulations 2015 and are independent of the management of the Company.

Further, the Board also states that Independent Directors are the persons of integrity and have adequate experience to serve as Independent Directors of the Company.

9. DISCLOSURES UNDER SECTION 197 (12) OF THE COMPANIES ACT, 2013 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

In accordance with the provisions of Sec. 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended is not applicable to the Company as there was no employee drawing remuneration of Rs. One Crore and Two lakh per annum or Rs. Eight lakh and Fifty thousand per month during the year ended 31^st March, 2025.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable for the financial year 2024-25.

10. PERFORMANCE EVALUATION:

During the year, the performance of the Board and individual Directors was not evaluated considering the commencement of the CIRP against the company.

11. AUDITORS:-

a) Statutory Auditors

M/s CHANDABHOY & JASSOOBHOY Chartered Accountants, Gujrat (ICAI Firm Registration Number- 101648W) were appointed as statutory auditors of the company for the financial year 2024-25.

b) Secretarial Auditors

Section 204 of the Companies Act, 2013 inter-alia requires every listed company to annex with its Boards report, a Secretarial Audit Report given by a Company Secretary in practice, in Form

MR-3.

The Board of Directors appointed CS Satish Kolhe, Practicing Company Secretary, Proprietor of S D Kolhe & Co. as the Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2024-25 and their report is annexed to this Board report as ANNEXURE II.

12. AUDITORS REPORT:

The Statutory Auditors Report has made qualifications in the Statutory Auditors Report as per

Companies (Auditors Report) Order 2020 which are mentioned in detail in point No. 14 of the

Boards Report.

13. FRAUD REPORTING BY AUDITORS:

The Auditor of the company in the course of the performance of his duties as auditor has not found any fraud committed by its officers or employees during the financial year 2024-25. However, no fraud reporting made by the Auditor to the Board of Directors of the company under section 143(12) of the Companies Act, 2013.

14. EXPLANATION OR COMMENTS ON REMARKS MADE BY THE STATUTORY AUDITORS AND THE

SECRETARIAL AUDITORS IN THEIR REPORTS:

The qualifications, reservations or adverse remarks made by the Statutory Auditors in the Statutory Audit Report (Standalone Financial Statements) for FY 2024-25 as per Companies (Auditors Report) Order 2020 as follows:

Basis for Disclaimer of Opinion

As informed by the Director/Suspended Management/Resolution Professional and various points pertaining to various elements of the financial statements as mentioned below may require necessary adjustments / disclosures in financial statements including material uncertainty regarding Companys ability to continue as a going concern and may have material and pervasive impact on the financial position of the Company for the year ended and as at 31 March, 2025. As per requirements of the Code and CIRP Regulations Resolution Professional has invited expression of Interest (Eol) from prospective Resolution Applicants (PRAs) to submit the Resolution Plan for the Company. The books of account of the company have been prepared on going concern basis. Accordingly, pending following adjustments and unavailability of sufficient and appropriate audit evidence, we are unable to express our opinion on the attached financial statements of the Company.

1. As explained in Note 1 to the financial statements, the Company has been facing liquidity issues and was unable to discharge its dues to its creditors. With effect from 19 May, 2021, the Company had to temporarily suspended its operations owing to critical liquidity position. Before and after temporary suspension of operations, all the members of the Board of Directors, Key Managerial Persons ("KMPs") including CEO, CFO, company secretary and other employees of the Company resigned from their respective positions which had severe impact on all functions of the Company. Based on the petitions filed by financial creditors, the Honble NCLT, Ahmedabad Bench, passed the order for initiation of CIRP under section 7 of the Insolvency and Bankruptcy Code, 2016 (As amended and hereinafter referred to as "the Code") appointing Mr. Keyur J Shah as Interim Resolution Professional, subsequently confirming Prawin Charan Dwary as the Resolution Professional. ("RP") vide NCLT order dated 17.07.2023 under the provisions of the Code. Due to absence of CFO, Company Secretary and other officials who were primarily responsible for the book keeping and closure process and financial reporting, upon insistence of the RP, the suspended management made all practical and reasonable efforts from time to time to gather details to prepare these financial statements. These financial statements belong to the period comprising of pre CIRP period, hence as informed to us these financial statements have been prepared with the same Basis of Preparation as adopted by the erstwhile board of directors under section 134(5) under Companies Act, 2013 and related regulations, while highlighting/addressing any material departures as per the current condition and events which occurred subsequent to the Balance Sheet date. We have been informed that for the closing balances as on 31 March 2025 and period prior to initiation of CIRP, the RP has taken on record the representations and statements made by remaining staff Head of department and accounts, finance and tax team of the company. We have been given to understand that RP has signed the attached financial statements for the limited purpose of compliance and discharging his duty under the CIRP, as governed by the Code.

2. As informed by the Director/Suspended Management/Resolution Professional, certain information including the minutes of meetings of the CoC and the outcome of certain procedures carried out as a part of the CIRP are confidential in nature and same could not be shared with anyone other than the Committee of Creditors and Honble NCLT. Accordingly, we are unable to comment on the possible financial impact, presentation / disclosures etc., if any, that may arise if access to above mentioned documents would have been provided to us.

3. Basis the information and explanations provided to us, as part of RPs responsibility under the CIRP, the Director/Suspended Management/Resolution Professional has sent recovery notices to certain parties having outstanding trade receivables/ loans & advances, security deposits etc., however, RP could not receive adequate response. As required by Standards on Auditing (SAs), we could not carry out/complete certain mandatory audit procedures like attending physical verification of inventories, obtaining direct confirmations from banks/ trade receivables / loans & advances/ trade and other creditors, etc. due to various factors. Accordingly, we could not obtain sufficient and appropriate audit evidence for adequacy and reasonableness of management estimates for various provisions, fair valuation/ net realizable value of various assets etc. These matters can have material and pervasive impact on the financial statements. Consequential impact, if any, of matters described below, on the recognition of certain components in financial statement including its presentation / disclosure is currently not ascertainable. Certain such matters pertaining to major elements of financial statements are mentioned below:

a) Tangible and intangible assets:

In light of the ongoing Corporate Insolvency Resolution Process (CIRP) initiated on April 24, 2023, with a Resolution Professional (RP) appointed on July 17, 2023, the company has refrained from conducting impairment testing on its assets until the resolution process concludes. This decision is reflective of the uncertainties associated with the CIRP, and the company will address impairment assessments at an appropriate juncture post the resolution outcome. Basis the information and explanation provided to us the Resolution Professional (RP) has assumed control of assets situated across multiple locations in India to secure assets, limited to the Factory in Bhavnagar, an unoccupied Shop in Surat, and an unoccupied Flat in Ahmedabad. b) Investments in subsidiaries: External valuation for investments has not been conducted in the current year as the business plan for subsidiary is in a flux given substantial dependency on the outcome of the IBC proceeding of holding company. Due to temporary suspension of operations of Jiya Eco Products Limited on 19 May 2021, there has been a reduction in revenue of Jiya Eco India Limited. Based on the confirmation received from Jiya Eco Products Limiteds management, during the year, Jiya Eco India Limiteds revenue were wholly depended on the production of Jiya Eco products Limited and hence associated revenues were low and there also lies a significant uncertainty in the future projections about revenue of Jiya Eco India Limited. Hence, it was not feasible to determine impact of impairment if any for Companys investment in Jiya Eco India Limited as included in note to financial statements. c) Loans and advances: Basis the information and explanations provided to us; the RP has sent recovery notices to certain parties especially w.r.t. security deposits. In addition, prior to initiation of CIRP, certain parties have utilized these deposits against their pending dues from the Company and have filed claims with RP under CIRP. Pending outcome of the CIRP, we are unable to comment whether loans and advances have been fairly stated in the financial statements. d)Other non-current assets: It includes capital advances and deposits with Government authorities:

In case of capital advances especially given for purchase of machineries, balances are either not confirmed or not reconciled. In addition, as informed to us, RP is in process of taking necessary steps to safeguard the interest of the Company. Pending outcome of CIRP, no adjustment is made to these balances.

Majority of the deposits with Government authorities are unutilised input credits lying with them. e) Inventories: As informed to us, Director/Suspended Management was unable to conduct physical verification of inventories as at balance sheet date. We were unable to obtain sufficient and appropriate audit evidence by way of alternate additional procedures as stated in SA 501, Audit Evidence - Specific consideration for Selected Items and Key audit considerations. The valuation of inventories has been certified by the management an taken on records by the resolution professional. f) Trade receivable: Certain balances are either not confirmed or not reconciled. Accordingly, we are unable to comment with respect to adjustments, if any, required to be carried out. We are also unable to comment about the realizability or otherwise of these trade receivables. g) Cash and bank balances:

As informed to us, due to restricted access, RP could not conduct physical verification of cash at all locations amounting to Rs. 0.04 lakhs due to non production of evidence and supporting by Suspended Management. Accordingly, we are unable to comment with respect to existence or adjustments, if any, required to be carried out; ? Due to lack of receipt of any direct confirmation we are unable to comment with respect to its existence or adjustment. h) Other current assets: It mainly includes TDS claims receivables from NBFC companies , balances with government authorities and other recoverable. Due to unavailability of confirmations and pending outcome of the CIRP, we are unable comment on the same. i) Borrowings: ? We did not receive direct confirmations loan accounts hence Interest on term loans have been provided by the company through EMI statements originally issued by the lenders at the time of sanctions. We do not have any information about the penal interest charged by banks or any other late payments charges as the case may be due to lack of GL accounts or balance confirmation from various lenders. We have relied on the confirmations given by the RP that balances as stated in the financial records are inclusive of interest or other penal interest and charges as the case may be. ? As per the information and explanations provided to us, as part of CIRP, financial creditors have filed their claims with RP, any settlement with creditors will be carried out as per the provisions of IBC and as per the terms of approved resolution plan, pending outcome of the CIRP the actual settlement amount could not be ascertained. j) Provisions: It includes provisions for employee benefits ? As informed to us, updation of personnel records were carried out based on the availability of the documentation etc. In addition, employee dues including retirement/ termination benefits were calculated based on the available data. However, we were unable to obtain sufficient and appropriate audit evidence with respect to base data as provided to an actuary for the purpose of actuarial valuation. k) Trade payable and other current /non-current liabilities: ? Certain parties have submitted their claims under CIRP. Pending final outcome of the CIRP, no adjustments have been made in the books for the differential amount, if any, in the claims admitted. Accordingly, we are unable to comment on the financial impact of the same.

4. As mentioned in Notes to the financial statements, pursuant to commencement of CIRP under the Code, there are various claims submitted by the financial creditors, operational creditors, employees and other creditors to the RP. The obligations and liabilities including interest on loans and the principal amount of loans shall be determined upon the successful resolution of the company. Pending final outcome of the CIRP, no accounting impact in the books of account has been recognized in respect of excess or short claims or non-receipts of claims for above- mentioned creditors.

5. We could not obtain sufficient and appropriate audit evidence for revenue settlements, direct and indirect expenses related to its operations, employee benefit expenses, finance cost, selling & distribution expenses and other expenses pertaining to pre CIRP period.

6. As stated in notes to the financial statements, various regulatory authorities and lenders have initiated investigation which remains un-concluded at this stage. Since these investigations are in progress, RP is unable to determine its impact, if any, on the financial statements.

7. Related Party transactions:

Due to Non-availability of certified list of Related Parties from the Company and confirmations from the said related parties for amount receivable/payable as at balance sheet date and transactions during the year, we are unable to comment on the disclosures made by the company in Note 30 of the financial statements. We have provided disclosures based on previous financials years related parties.

8. We are unable to confirm or comment on the disclosures made by the company in Note 32 of the financial statements.

Material uncertainty related to Going Concern

We refer to Note 38 of the financial statements; the operations of the Company currently stand suspended from 19 May, 2021 till date and the Company is undergoing the CIRP. As per requirements of the Code and CIRP Regulations Resolution Professional has invited expression of Interest (EOI) from prospective Resolution Applicants (PRAs) to submit the Resolution Plan for the Company. The Resolution Professional has prepared these financial statements using going concern basis of accounting based on their assessment of the successful outcome of the ongoing CIRP and accordingly no adjustments have been made to the carrying value of the assets and liabilities and their presentation and classification in the Balance Sheet.

The suspended management has prepared these financial statements using going concern basis of accounting based on their assessment of the successful outcome of the ongoing CIRP and accordingly no adjustments have been made to the carrying value of the assets and liabilities and their presentation and classification in the Balance Sheet.

Considering the above and matters described in Basis for Disclaimer of Opinion in our report indicate the existence of material uncertainties. Accssordingly, we are unable to comment as to whether the going concern basis for preparation of these financial statements is appropriate.

The Secretarial Auditor has made qualifications in the Secretarial Audit Report which are mentioned in details in ANNEXURE II to this report.

15. COMPOSITION OF THE AUDIT COMMITTEE:

During the period under review, there were no Audit Committee of Board of Directors were constituted.

As per the provisions of Section 177 of the Companies Act, 2013 and to comply with Regulation 18 of SEBI (LODR) Regulations, 2015, Board constitutes an Audit Committee after 1^st April, 2025. The Composition of the Committee is as under:

Sr. no. Name of the Committee Members	Designation in the committee
1. Mr. Nilesh Mahesh Tiwari	Chairman
2. Mr. Mehul Hari Ranade	Member
3. Mrs. Renuka Saurabh Borole	Member
4. Mr. Pradeep Khandagale	Member

16. VIGIL MECHANISM:-

In pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 the Company has established a vigil mechanism that enable the directors and Employees to report genuine concerns. The vigil mechanism provides for:

a. Adequate safeguard against victimization of person who use the mechanism; b. Direct access to the chairman of Audit Committee of the Board of the Directors of the

Company in appropriate cases

17. STATE OF COMPANYS AFFAIRS AND BUSINESS OVERVIEW:

Discussion on state of Companys affairs and business overview has been covered in the

Management Discussion and Analysis Report, forming part of this Annual Report.

18. CHANGES IN SHARE CAPITAL:

During the period under review, the Authorised Share capital of the company was Rs. 32,00,00,000 (Rupees Thirty-Two Crore Only) comprising of 3,20,00,000 (Three Crore Twenty Lakh) equity shares of Rs 10/- each. There was no change in the authorised share capital of the Company.

Accordingly, the issued, subscribed and paid-up share capital of the Company as on 31^st March, 2025 is Rs. 30,07,32,620/- (Rupees Thirty Crore Seven Lakh Thirty-Two Thousand Six Hundred and Twenty Only) comprising of 3,00,73,262 (Three Crore Seventy-Three Thousand Tow Hundred and Twenty Only) equity shares of Rs 10/- each.

The Company did not issue shares with differential voting rights nor sweat equity nor granted employee stock option scheme during the financial year under review. During the year under review, the company has not launched any scheme for the provision of money for purchase of its own shares by employees or by trustees for the benefit of employees.

19. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT

VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

During the period under review, no company has become or ceased to be its subsidiaries, joint ventures or associate companies.

20. PARTICULARS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the financial year, the Board reviewed the affairs of its subsidiaries, associate companies and pursuant to provisions of Section 129(3) of the Companies Act 2013, details of subsidiaries, associate companies in prescribed Form AOC-1 is enclosed as a part of this Boards Report in

ANNEXURE III

There are no Joint Ventures to the Company.

21. PARTICULARS OF CONTRACTS OR AGREEMENTS WITH RELATED PARTIES (SECTION 188):

During the year under review there were no Contracts or arrangement with Related Parties which are required to be reported in Form No. AOC-2. However, details of outstanding balances as on 31.03.2025 are specifically mentioned in Note of 30 to the Audited Financial Statements as at 31.03.2025.

22. CASH FLOW:

A Cash Flow Statement for the year ended 31^st March, 2025 is attached to the Balance Sheet as a part of the Financial Statements.

23. COMPLIANCES WITH RESPECT TO APPLICABLE SECRETARIAL STANDARDS:

The Board has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

24. AMOUNT TRANSFERRED TO RESERVES:

During the financial year 2024-25, the company did not propose any amount to be transferred to any reserves.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS (SECTION 186):

Details of Loans, Guarantees and Investments, as may be applicable, are given in the notes to the Financial Statements. The Members are requested to refer to the same for details in this regard.

26. UNSECURED LOANS ACCEPTED FROM DIRECTORS OR THEIR RELATIVES:

During the financial year 2024-25 the Company has not accepted unsecured loans from directors of the Company.

27. DEPOSITS:-

The Company has not accepted any deposits within the meaning of section 73 of the Companies Act, 2013 during the year ending on 31^st March 2025.

28. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND IF

ANY:

The company was not required to transfer the unclaimed dividend to Investor Education and Protection Fund during the year under review.

29. DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT: (PARA F OF SCHEDULE V OF THE

SEBI LISTING REGULATIONS, 2015)

The Company doesnt have shares in suspense account.

30. SIGNIFICANT OR MATERIAL ORDERS:-

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future:

A. Honble National Company Law Tribunal, Ahmedabad bench ("Honble NCLT"), passed Order dated 24.04.2023 in Company Petition filed by Financial Creditor, Raj Radhe Finance Limited, under section 7 of Insolvency & Bankruptcy Code, 2016 (I&B Code) against the Company, Corporate Debtor/Respondent, for initiating Corporate Insolvency Resolution Process ("CIRP") and appointed Mr. Keyur Jagdishbhai Shah, as Interim Resolution Professional, to carry out the functions as mentioned under I&B Code. B. Honble National Company Law Tribunal, Ahmedabad bench ("Honble NCLT"), passed Order dated 17.07.2023 to approve appointment of Mr. Prawincharan Dwary, as the Resolution

Professional ("RP") of the Company by the Committee of Creditors at thir meeting held on 03.07.2023. Section 17(1) (a) of the I&B Code, from the date of appointment of the IRP, the management of affairs of the Corporate Debtor was vested in the IRP/ RP and as per Section 17(1) (b), the powers of the board of directors stood suspended and was exercised by the IRP/ RP.

C. The NCLT vide its order dated 11.12.2024 has approved the Resolution Plan submitted by the Mr. Pradeep Khandagale under Section 31 of the IBC, which has been implemented in phase wise manner. The powers of the Board of Directors of the Company and its Committees remained suspended from the initiation of CIRP till Board of the Company has been re-constituted i.e. 12.05.2025.

31. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION FROM THE

END OF THE FINANCIAL YEAR TO THE DATE OF THIS REPORT:

There have no material changes and commitments, affecting the financial position of the company from the end of the year up to the date of this report. Further there has been no change in the nature of business carried on by the Company.

32. RISK MANAGEMENT POLICY:

Risk management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events to maximize the realization of opportunities. The company has initiated a process of preparing a comprehensive risk assessment and minimization procedure. These procedures are meant to ensure that executive management controls risk by way of a properly defined framework. The major risks are being identified by the company and its mitigation process/measures being formulated in areas of operations, recruitment, financial processes and reporting, human resources and statutory compliance.

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO:-

The Company taken adequate measures for conservation of energy, technology absorption.

During the year under review, there were neither earnings nor outgo of any money in Foreign exchange.

34. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO

THE FINANCIAL STATEMENTS:

The Board of Directors of the Reconstituted Board were not in office for the period to which this report primarily pertains. During the CIRP Process (i.e. between 24.04.2023 to 11.12.2024), RP and prior to the Insolvency Commencement Date, the Resolution Professional was entrusted with and responsibly for the management of the affairs of the Company. Further, during the implementation period i.e. w.e.f. 11.12.2024 till the constitution of Board, the affairs and control of the company was under the Management Committee, constituted as per NCLT order.

As pointed out above, the Reconstituted Board of Directors have been in office only since April, 2025. Consequently, the Reconstituted Board has only a limited overview of the effectiveness of the internal financial and other controls of the Company for the financial year 2024-25 and Directors, as on date, are not to be considered responsible to discharge fiduciary duties with respect to the oversight on financial and operational health of the Company and performance of the management for the period prior to the Acquisition.

35. CORPORATE SOCIAL RESPONSIBILITY (CSR):-

Since the Company has incurred losses, the Company was not required to spend any amount on CSR during the financial year 2024-25.

36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT,2013: -

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Policy is gender neutral.

During the year under review, no complaints received regarding harassment by the company from its employees (permanent, contractual, temporary, trainees).

Particulars	Nos.
Number of complaints of sexual harassment received in the year	Nil
Number of complaints disposed off during the year	Nil
Number of cases pending for more than ninety days	Nil

37. CORPORATE GOVERNANCE:-

Your Company is committed to achieve the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set by the Regulators/ applicable laws. Our focus on corporate governance, where investor and public confidence in companies is no longer based strictly on financial performance or products and services but on a companys structure, its Board of Directors, its policies and guidelines, its culture and the behavior of not only its officers and directors, but also all of its employees.

A separate section on Corporate Governance standards followed by the Company, as stipulated under regulation 34(3) read with schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 is enclosed as an Annexure to this report. The report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013. Report on Corporate Governance is enclosed to this Report.

38. CAUTIONARY STATEMENT:

Statements in this Report, particularly those which relate to Management Discussion and

Analysis, describing the Companys objectives, projections, estimates and expectations may constitute ‘forward looking statements within the meaning of applicable laws and regulations.

Actual results may differ materially from those either expressed or implied.

42. DETAILS OF APPLICATION MADE/ PROCEEDINGS PENDING UNDER INSOLVENCY AND

BANKRUPTCY CODE, 2016.

NCLT approved the resolution plan for Jiya Eco Products Limited on 11.12.2024. Following the approval, a Monitoring Committee was constituted, the previous Board of Directors resigned, and a new Board was appointed. The company is currently undergoing the listing process and completing the necessary compliances to regularize its operations."

43. DIFFERENCE IN VALUATION:

The company has not made any one-time settlement against the loans obtained from Banks and Financial Institution and hence this clause is not applicable.

44. STATEMENT RELATING TO COMPLIANCE WITH MATERNITY BENEFIT ACT 1961:

During the period under review, the Compliances Under the Maternity Benefit Act, 1961 Are not applicable to Company.

45. CEO AND CFO CERTIFICATION:

The certification of CEO and CFO to companys Board as required under Regulation 17(8) of SEBI (LODR) Regulations, 2015 is annexed to this Boards report as ANNEXURE IV.

46. ACKNOWLEDGEMENT:-

The directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, valuable contribution and dedication during the year.

The Directors also wish express their deep sense of appreciation to Customers, Shareholders, Vendors, Bankers, Business Associates, Regulatory and Government Authorities for their consistent support.

For and on behalf of the Board of Directors

Sd/-	Sd/-
Mr. Pradeep Khandagale	Mrs. Rajashri Khandagale
Whole Time Director	Non-executive Director
DIN: 01124220	DIN: 02545231

 

Place: Pune

Date:21st November, 2025