Jiya Eco-Products Ltd

Dear Members,

The Board of Directors are pleased to present the 13^th Annual Report of the Company for the Financial Year ended March 31, 2024.

Pursuant to application filed on April 24, 2023 the Hon'ble NCLT, Ahmedabad Bench had admitted the petition filed by financial creditor for initiation of CIRP Process and appointed Mr. Keyur Jagdishbhai Shah (Registration no. IBBI/IPA-002/IP-N00244/2017-18/10729) as an Interim

Resolution Professional ("IRP"). Thereafter, in the 2^nd Committee of Creditors ("CoC") meeting dated July 03, 2023, appointed Mr. Prawincharan Prafulcharan Dwary, as Resolution Professiona l ("RP") (Registration no.: IBBI/IPA-002/IP-N00331/2017-2018/10937 replacing Mr. Keyur Jagdishbhai Shah. The Tribunal vide its order dated July 17, 2023 appointed Mr. Prawinchara n

Prafulcharan Dwary as Resolution Professional ("RP") to carry out the functions entrusted by the provisions of the Insolvency and Bankruptcy Code, 2016, Rules and Regulations thereto.

Since the company is admitted for CIRP as per Section 17 of the Insolvency & Bankruptcy Code from April 24, 2023 powers of the Board of Directors are vested with the Resolution professional appointed via order pronounced by the Hon'ble NCLT, Ahmedabad Bench.

1. The management of the affairs of the company shall vest in the Resolution Professional.

2. The powers of the Board of Directors of the company shall stand suspended and be exercised by the Resolution Professional.

3. The officers and managers of the company shall report to the Resolution Professiona l and provide access to such documents and records of the company as may be required by the Resolution Professional.

4. The financial institutions maintaining accounts of the company shall act on the instructions of the Resolution Professional in relation to such accounts and furnish all information relating to the company available with them to the Resolution Professiona l. The Resolution Professional have pleasure in presenting the Annual Report of the Company along with Audited Accounts for the financial year ended March 31, 2024

1. FINANCIAL RESULTS:

The Company's financial performance for the year ended on March 31, 2024 is as below:

2. COMPANY'S PERFORMANCE REVIEW:

The total revenue (net) of the Company for the year ended 31^st March, 2024, decreased and stood at INR 0 as against INR 45,00, 000 in the previous year. During the year, the Company has incurred loss of INR 11488.34 as against loss of INR 21,822,210 in the previous year. Hence, the turnover and income for the year under review was lower than that expected by the management.

3. CAPITAL STRUCTURE:

The Authorised Share Capital of the Company as on 31^st March, 2024 was Rs.32,00,00,000 (Rupees Thirty-Two Crore) divided into 3,20,00,000 (Three Crore Twenty Lakhs) equity shares of Rs.10 each.

The paid up share capital of the Company as on 31^st March, 2024, was Rs. 30,07,32,620 (Rupees Thirty Crores Seven Lakhs Thirty-Two Thousand Six Hundred And Twenty Only) divided into 3,00,73,262 (Three crore seventy three thousand two hundred and sixty two) equity shares of Rs. 10 each.

4. DIVIDEND:

In view of losses suffered during the year, the Board of Directors has not recommended any dividend on the Equity Shares for the year under review ended 31^st March, 2024.

5. DEPOSIT:

The Company neither accepted nor invited any deposit from the public, within the meaning of Section 73 of the Companies Act, 2013 and the rules made thereunder as amended from time to time.

6. CORPORATE INSOLVENCY RESOLUTION PROCESS:

On April 24, 2023, the Hon'ble NCLT, Ahmedabad Bench admitted the petition filed by a financial creditor for initiation of the CIRP Process and appointed Mr. Keyur Jagdishbhai Shah (Registration no. IBBI/IPA-002/IP-N00244/2017-18/10729) as Interim Resolution Professional ("IRP"). Thereafter, in the 2^nd Committee of Creditors ("CoC") meeting dated

July 03, 2023 appointed Mr. Prawincharan Prafulcharan Dwary, as Resolution Professional ("RP") (Registration no.: IBBI/IPA-002/IP-N00331/2017-2018/10937 replacing Mr. Keyur Jagdishbhai Shah. The Tribunal vide its order dated July 17, 2023 appointed Mr. Prawinchara n Prafulcharan Dwary as Resolution Professional ("RP") to carry out the functions entrusted by the provisions of the Insolvency and Bankruptcy Code, 2016, Rules and Regulations thereto.

In the 2^nd Committee of Creditors ("CoC") meeting dated July 03, 2023, appointed Mr. Prawincharan Prafulcharan Dwary, as Resolution Professional ("RP") (Registration no.:

IBBI/IPA-002/IP-N00331/2017-2018/10937) replacing Mr. Keyur Jagdishbhai Shah. The Tribunal vide its order dated July 17, 2023, appointed Mr. Prawincharan Prafulcharan Dwary as Resolution Professional ("RP") to carry out the functions entrusted by the provisions of the

Insolvency and Bankruptcy Code, 2016, Rules and Regulations thereto.

7. CHANGES IN NATURE OF BUSINESS:

There is no change made in the nature of business of the company during the financial year.

8. SUBSIDIARY COMPANIES

The Company has 2 wholly owned subsidiaries as of 31^st March 2024, namely Jiya Eco India Limited (CIN: U40106GJ2016PLC093343) and Jiya Eco (Gandhidham) Private Limited (CIN: U01100GJ2018PTC100918), both incorporated under the Companies Act, 2013.

There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").

Under the provisions of Section 129(3) of the Act, a statement containing salient features of the financial statement of the subsidiary Companies in Form AOC-1 is attached to the financial statement of the Company as Annexure A

9. CONSOLIDATED FINANCIAL STATEMENT

As per Regulation 33 of the Securities Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ("Listing Regulations) and applicable provisions of the Companies Act, 2013 read with Rules issued thereunder, the Consolidated Financial Statements of the Company for the financial year 2023-24 have been prepared in compliance with applicable Indian Accounting Standards and on the basis of audited financial statements of the Company, its subsidiary Companies, as approved by the respective Board of Directors.

10. TRANFER TO RESERVE

The Company has not transferred any amount to the general reserve during the current financial year.

11. DIRECTORS' RESPONSIBILITY STATEMENT

The financial statements of your Company for the financial year ended March 31, 2024 have been prepared by the RP while discharging his duties by complying with every applicable laws of the Company. With respect to the financial statements for the financial year ended March 31, 2024, the RP has signed the same solely for the purpose of ensuring compliance by the Corporate Debtor with applicable laws, and subject to the following disclaimers:

The Resolution Professional has however not authenticated the correctness of the financial statements for the FY 2023-2024 in all respects including but not limited to the Company Act, 2013 and the Income Tax Act, 1961, especially when they belong to the period before the appointment of the undersigned.

In certain instances, the amount of the claim admitted or to be admitted by the RP under the CIRP process may differ from the amount reflected in the books of accounts of your Company. The audited financial statements are drawn based on figures appearing in the books of accounts of your Company as of March 31, 2024.

The RP has signed the financial statements solely for compliance and discharging his duties during the CIRP period of your Company and in accordance with the provisions of the IBC, read with the regulations and rules there under, and based on the explanations, clarifications, certifications, representations and statement made by the existing staff of your Company in relation to the data pertaining to the period prior to the joining of the present management and does not have knowledge of the past affairs, finances and operations of your Company.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

On April 24, 2023 the Hon'ble NCLT, Ahmedabad Bench had admitted the petition filed by financial creditor for initiation of CIRP Process and appointed Mr. Keyur Jagdishbhai Shah (Registration no. IBBI/IPA-002/IP-N00244/2017-18/10729) as Interim Resolution Professional ("IRP"). Thereafter, in the 2^nd Committee of Creditors ("CoC") meeting datedJuly 03, 2023 appointed Mr. Prawincharan Prafulcharan Dwary, as Resolution Professiona l ("RP") (Registration no.: IBBI/IPA-002/IP-N00331/2017-2018/10937 replacing Mr. Keyur Jagdishbhai Shah. The Tribunal vide its order dated July 17, 2023 appointed Mr. Prawincharan Prafulcharan Dwary as Resolution Professional ("RP") to carry out the functions entrusted by the provisions of the Insolvency and Bankruptcy Code, 2016, Rules and Regulations thereto.

In the 2^nd Committee of Creditors ("CoC") meeting dated July 03, 2023 appointed Mr. Prawincharan Prafulcharan Dwary, as Resolution Professional ("RP") (Registration no.:

IBBI/IPA-002/IP-N00331/2017-2018/10937 replacing Mr. Keyur Jagdishbhai Shah. The Tribunal vide its order dated July 17, 2023 appointed Mr. Prawincharan Prafulcharan Dwary as Resolution Professional ("RP") to carry out the functions entrusted by the provisions of the Insolvency and Bankruptcy Code, 2016, Rules and Regulations thereto.

Accordingly, your Company is presently undergoing CIRP under the provisions of the Code along with the Regulations and Rules thereunder.

The Board of Directors of your company as at 24^th April, 2023 (i.e. the date of suppression of the erstwhile board of directors) consisted of 5 directors.

13. INTERNAL FINANCIAL CONTROL SYSTEM

The Board may have adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

The Company is undergoing Corporate Insolvency Resolution Process and the affairs of the Company are being managed by the Resolution Professional.

STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The provisions as specified in Regulations 18, 19, 20, and 21 of SEBI (LODR) Regulations, 2015 shall not be applicable during the insolvency resolution process period in respect of a listed entity.

15. AUDITORS:

Pursuant to the provision of Section 139 of the Companies Act, 2013 and the Companies (Audit & Auditors) Rules, 2014 the RP has appointed M/s Chandabhoy & Jassobhoy. Chartere d accountants (FRN No.: 101648W), Ahmedabad to undertake the Statutory Audit of Jiya Eco-Products Limited the Company. The Notes on financial statements are self-explanatory and need no further explanation.

Further, the Auditor's Report for the financial year ended 31^st March 2024 is annexed herewith for your kind perusal and information.

16. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the RP has appointed M/s. Alay Vasavada & Associates (C.P.No. 15919/Membership No. FCS 12146) to undertake the Secretarial Audit of the Company.

Secretarial Audit Report which is annexed to this report as Annexure B, which contains qualifications.

17. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

The Resolution Professional while discharging his duties has prepared the financial statements of the Company. Detailed verification and authentication of the facts provided in the Audit report is not been conducted by the RP and shall not be held liable for any irregularities, if any.

18. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements attached to the

Directors' Report

19. TRANSACTIONS WITH RELATED PARTIES:

Details of Related Party Transactions and Details of Loans, Guarantees, and Investments covered under the provisions of Sections 188 and 186 of the Companies Act, 2013 are given in the notes to the Financial Statements attached to the Directors' Report in Note No. 30.

(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

As per the requirement of The Sexual Harassment of Women at Workplace (Preventio n, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has constituted an Internal Complaints Committee (ICC) which is responsible for the redressal of complaints related to sexual harassment. During the year under review, there were no complaints about sexual harassment.

21. COST RECORDS:

The suspended management of the Company had failed to cooperate with the Resolution Professional during the process of corporate insolvency resolution by not providing the adequate information and data related to the Company.

22. DISCLOSURES REQUIREMENTS:

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

The Resolution Professional while discharging his duties has prepared the financial statements of the Company. Detailed verification and authentication of the facts provided in the Audit report is not been conducted by the RP and shall not be held liable for any irregularities, if any.

EXCHANGE EARNINGS AND OUTGO:

a. Conservation of energy: Not Applicable as the Company under the CIRP and there are not any business operations during the year.

b. Technology absorption: Not Applicable as the Company is under the CIRP and there are not any business operations during the year.

c. Foreign exchange earnings and outgo: Not Applicable as the Company under the CIRP and there are not any business operations during the year

24. MANAGEMENT DISCUSSION ANALYSIS:

The Management Discussion and Analysis Report on the operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not provided in view of the company under CIRP.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

Insolvency Resolution Process was filed by Bank of India under Section 7 of Insolvency and Bankruptcy Code, 2016. The said application was admitted by Hon'ble NCLT; Ahmedabad Bench vide its CP (IB) 35 of 2023 dated 24^th April. 2022. Pursuant to Section 14 of the Insolvency and Bankruptcy Code, 2016, moratorium is being levied on the corporate debtor and further in accordance with Section 17 of the Code, the powers of the board of directors were suspended and are vested with the Resolution Professional.

As on the date of this report, IP Prawin Charan Dwary has been appointed as the Resolution Professional of the Corporate Debtor and the affairs of the Company are being managed by the RP.

26. ACKNOWLEDGMENT:

The management expresses their sincere appreciation for the cooperation and assistance received from shareholders, debenture holders, bankers, financial institutions, regulator y bodies, government Authorities, debenture trustees, and other business constituents during the year under review. The management express their sincere thanks to the Resolution Professional and Committee of Creditors of the Company for continuous support during the year. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers, and staff and look forward to their continued support in the future.

These documents signed by Resolution Professional on behalf of Company pursuant to the admission of application for CIRP against the company, the Hon'ble NCLT, Ahmedabad bench vide its said order dated 24.02.2023 has appointed the Mr. Keyur Jagdishbhai Shah, as the Interim Resolution Professional ("IRP") of the Company, Further, this is to inform you that Mr. Prawincharan Prafulcharan Dwary, was appointed as the Resolution Professional by the NCLT order dated 17.07.2023 for conducting the CIRP and to exerci se all powers and duties in pursuant to the provisions of the IBC.