Jivial Industries Ltd Directors Report

Dear Members,

Your Directors are pleased to present the Fifth Annual Report of the Company covering the operating and financial performance together with the Audited Financial Statements and the Auditors Report thereon for the Financial Year ended on March 31, 2026.

FINANCIAL RESULTS AND OPERATIONS REVIEW

The financial highlights of the Company during the period ended March 31, 2026 are as below:

		(Amount in Lakhs)
Particulars	Financial Year 2025-26	Financial Year 2024-25
Revenue from operations	1,763.43	1,200.61
Other income	10.27	6.17
T otal Revenue	1,773.71	1,206.79
Profit/loss before depreciation, Finance Costs, Exceptional items and Tax Expense	495.16	381.12
Less: Depreciation expense	24.11	19.67
Profit/loss before Finance, Costs, Exceptional items and Tax Expense	471.05	361.45
Less: Finance costs	9.03	2*.96
Profit/Loss before Exceptional Items, Extraordinary Items and Tax Expense	462.02	358.49
Less: Exceptional Items	0	0
Profit/Loss before Extraordinary Items	462.02	358.49
Less: Extraordinary Items	0	0
Profit/ (Loss) before tax	462.02	358.49
Less: Tax expense:
(a) Current tax expense	82.69	62.76
(b) Deferred tax	(0.20)	(1.42)
(c) Short/(Excess) provision of tax for earlier years.	4.14	0.87
Profit / (Loss) for the year	375.40	296.28
Earnings per share (face value Rs.10/-) Basic & Diluted (In Rupees)	11.34	8.95

During the year under review, on the basis of Financial Statement, the Company total revenue from operations during the financial year ended 31st March, 2026 were Rs. 1,763.43 in Lakhs as compared to Rs. 1,200.61 Lakhs in the previous financial year, representing an increase of 46.98%..

The total expenses of the Company during the year under review amounted to Rs. 1,311.68 Lakhs, as against Rs. 848.30 Lakhs in the previous year, representing an increase of 54.62%.

The Company recorded a Profit before Exceptional Items, Extraordinary Items and Tax Expense of Rs. 462.02 Lakhs during the year under review, as compared to Rs. 358.49 Lakhs in the previous year, representing an increase of 28.87%.

Further, the Company reported a Net Profit of Rs. 375.40 Lakhs for the financial year ended 31st March, 2026, as against Rs. 296.28 Lakhs in the previous year, representing an increase of 26.70%.

The EPS of the Company for the year 2025-26 is Rs. 11.34.

DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances has decided that it would be prudent, not to recommend any Dividend for the year under review.

TRANSFER TO RESERVES

During the year under review, Company has not transferred any amount to reserves.

SHARE CAPITAL

During the year under review the Company has not made changes in the Authorized and paid-up share capital as on 31st March, 2026.

Authorized Share Capital:

The Authorized Share Capital of the Company as on 31st March, 2026 stood at Rs. 5,20,00,000/- (Rupees Five Crore Twenty Lakhs Only) divided into 52,00,000 (Fifty-Two Lakhs ) Equity Shares of Rs.10/- (Rupees Ten Only) each. During the year under review, the Company has not made any changes in its the Authorized share capital.

Paid Up Share Capital:

The issued capital as on March 31, 2026 stood at Rs 3,31,00,000/- (Rupees Three Crore Thirty One Lakh Only) comprising of 3310000 equity shares of Rs.10/- (Rupees Ten Only)

Initial Public Offer (IPO)

Subsequent to the closure of the financial year, the Company successfully completed its Initial Public Offering ("IPO”) on 1st July, 2026. The offer to the public consisted of Fresh Issue of shares to the tune of 13,59,600 Equity Shares along with an Offer for Sale of 2,72,400 Equity Shares by the Promoter Selling Shareholders, aggregating to 16,32,000 Equity Shares. The public issue opened on Tuesday, June 23, 2026 and closed on Thursday, June 25, 2026 for Market Makers, Individual Investors and Other than Individual Investors. The Company raised Rs. 2,664.82/- Lakhs through the Fresh Issue wherein 13,59,600 Equity Shares of Rs. 10/- each at a premium of Rs. 186/- per share was offered to the public for subscription. The equity shares of the Company got listed on July 1, 2026 on the SME Platform of BSE Limited.

Particulars	No. of Shares	Amount in Rs
Pre-IPO capital (as on March 31, 2026)	33,10,000	3,31,00,000
Add: Fresh Issue under IPO	13,59,600	1,35,96,000
Post-IPO capital (as on June 29, 2026)	46,69,600	4,66,96,000

Proceeds from Initial Public Offering

The Company had raised funds through Initial Public Offer (IPO) during June 2026 where the equity shares are listed on the SME Platform of BSE Limited. The proceeds of the aforesaid issue are being utilized for the purpose for which it was raised by the Company in accordance with the terms of the issue. The details of the proceeds of the Fresh Issue are set forth below:

Particulars	Amount (in Lakhs)
Gross Proceeds of the Issue	2,664.82
(less) Issue related Expenses	425.43
Net Proceeds of the Issue	2,239.39

There was no deviation(s) or variation(s) in the utilization of public issue proceeds from the objects as stated in the Prospectus dated June 17, 2026.

ALTERATION OF MEMORANDUM OF ASSOCIATION

During the year under review, there is no alteration made in Memorandum of Association (MOA) of the Company.

ALTERATION OF ARTICLES OF ASSOCIATION

During the year under review, there is no alteration made in Article of Association (AOA) of the Company.

STATE OF COMPANY AFFAIRS

During the year under review, the Company recorded Total Income of Rs. 1,773.71 Lakhs, as against Rs. 1,206.79 Lakhs in the previous year, representing an increase of 46.98%.

The Company recorded Profit Before Depreciation, Finance Costs, Exceptional Items and Tax Expense of Rs. 495.16 Lakhs, as against Rs. 381.12 Lakhs in the previous year, representing an increase of 29.92%.

Further, the Company reported a Net Profit of Rs. 375.40 Lakhs during the year under review, as compared to Rs. 296.28 Lakhs in the previous year, representing an increase of 26.70%.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company in the Financial Year under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY AND CHANGE IN NATURE OF THE BUSINESS

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report, which forms part of this report

LISTING WITH STOCK EXCHANGE

The Shares of the Company were listed on BSE Limited, (SME Platform) on 01st July, 2026. The Company has paid requisite annual listing fees to BSE Limited (BSE). Registrar And Transfer Agent (RTA) During the year as part of listing, the Company appointed Bigshare Services Private Limited as its RTA.

As required under Regulation 7(3) of the Listing Regulations, the Company files, on annual basis, certificate issued by RTA and compliance officer of the Company certifying that all activities in relation to share transfer facility are maintained by RTA registered with SEBI. The Equity shares of the Company have the electronic connectivity under ISIN INE0V3T01017.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), all the unpaid or unclaimed dividends are required to be transferred to the IEPF established by the Central Government, upon completion of seven (7) years.

Further, according to the Investor Education & Protection Fund ("IEPF") Rules, the shares in respect of which dividend has not been paid or claimed by the Shareholders for seven (7) consecutive years or more shall also be transferred to the demat account created by the IEPF Authority.

Your Company does not have any unpaid or unclaimed dividend or shares relating thereto which is required to be transferred to the IEPF as on the date of this Report.

DEPOSITS

During the year under review, the Company has neither invited nor accepted any deposits from the public under Section 76 and Chapter V of the Companies Act, 2013 and rules made thereunder.

SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATES COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNELS

Present Composition of Board of Directors:

As on the date of the report, the Board of Directors of the Company comprises of total Five (5) directors. The Composition of the Board of Directors is as under:

Sr. No. Name of Director	DIN	Designation
1. Mr. Anand Jitendrabhai Chovatiya	09212897	Managing Director
2. Mrs. Sheetalben Anand Chovatiya	09212898	Executive Director
3. Mr. Harsh Maheshbhai Varsani	10496880	Non-Executive Independent Director
4. Mr. Yogeshbhai Kantilal Trivedi	10496888	Non-Executive Independent Director
5. Mr. Bhavik Jamanbhai Gadhiya	10403456	Non-Executive Independent Director

Appointment/ Re-Appointment of Directors/Key Managerial Personnel

During the year under review, the company has not appointed any new director on its board.

Retirement by Rotation

As per the provisions of Section 152 of the Companies Act, 2013, Mrs. Sheetalben Anand Chovatiya (DIN: 09212898) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

Your Directors recommended her re-appointment on recommendation made by the Nomination and Remuneration Committee.

Cessation

During the year under review, there were no cessation of Key Managerial Personnel from the Board has taken place.

Independent Directors

Mr. Harsh Maheshbhai Varsani (DIN: 10496880) holds office as a Non-Executive and Independent Director of the Company with effect from 08th February, 2024 for the period of 5 years who is not liable for retirement by rotation.

Mr. Bhavik Jamanbhai Gadhiya (DIN: 10403456), holds office as a Non-Executive and Independent Director of the Company with effect from 24th November,2023 for the period of 5 years who is not liable for retirement by rotation.

Mr. Yogeshbhai Kantilal Trivedi (DIN: 10496888) holds office as a Non-Executive and Independent Director of the Company with effect from 08th February, 2024 for the period of 5 years who is not liable for retirement by rotation.

Key Managerial Personnel as on date are:

Mr. Anand Jitendrabhai Chovatiya -	Chairman & Managing Director
Ms. Dhara Jatin Vekariya -	Chief Financial Officer
Ms. Ritu Garg -	Company Secretary & Compliance Officer

DECLARATIONS OF INDEPENDENT DIRECTORS

The Company has received declaration pursuant to Section 149(7) of the Companies Act, 2013 from each of its Independent Directors to the effect that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013. These declarations have been placed before and noted by the Board.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors to the best of its knowledge and ability, confirm that:

(a) In the preparation of the annual accounts for the financial year ended on March 31, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2026 and of the profit of the Company for that period;

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

(d) They have prepared the annual accounts on a going concern basis;

(e) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

BOARD MEETINGS:

The Board of Directors duly met 13 times at regular intervals during the mentioned financial year and in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The intervening gap between the two meetings was within the period prescribed under the Companies Act, 2013. The dates on which meetings were held are as follows:

	Name of the Directors
Date of Meeting	Anand Jitendrabhai Chovatiya	Sheetalben Anand Chovatiya	Harsh Maheshbhai Varsani	Yogeshbhai Kantilal Trivedi	Bhavik jamanbhai gadhiya
09-04-2025	Yes	Yes	Yes	Yes	Yes
26-04-2025	Yes	Yes	Yes	Yes	Yes
24-06-2025	Yes	Yes	Yes	Yes	Yes
13-08-2025	Yes	Yes	Yes	Yes	Yes
25-08-2025	Yes	Yes	Yes	Yes	Yes
05-09-2025	Yes	Yes	Yes	Yes	Yes
15-09-2025	Yes	Yes	Yes	Yes	Yes
19-09-2025	Yes	Yes	Yes	Yes	Yes
20-09-2025	Yes	Yes	Yes	Yes	Yes
27-09-2025	Yes	yes	yes	yes	yes
30-09-2025	yes	yes	yes	yes	yes
06-11-2025	Yes	Yes	Yes	Yes	Yes
25-02-2026	Yes	Yes	Yes	Yes	Yes
Number of Board Meetings attended during the year	13/13	13/13	13/13	13/13	13/13

• During the year, company had conducted 01 Extra Ordinary General Meeting which were held on 20th September 2025.

AUDIT COMMITTEE:

The Audit Committee has been constituted with effect from 30th March, 2024 by the Board in compliance with the requirements of Section 177 of the Companies Act, 2013.

During the year Board has changes the Scope, Function and Term of Reference of the Audit Committee by passing the said resolution dated on 25th August, 2025.

The board of directors has entrusted the Audit Committee with the responsibility to supervise these processes and ensure accurate and timely disclosures that maintain the transparency, integrity and quality of financial control and reporting.

The Company Secretary acts as the Secretary to the Committee. The internal auditor reports functionally to the Audit Committee. The Chief Financial Officer of the Company also attends the meetings as invitee.

Composition of Audit Committee:

Sr. No. Name of Director	Designation	Nature of Directorship
1. Mr. Harsh Maheshbhai Varsani	Chairman	Non-Executive Independent Director
2. Ms. Yogeshbhai Kantilal Trivedi	Member	Non-Executive Independent Director
3. Mr. Anand Jitendrabhai Chovatiya	Member	Managing Director

Audit Committee Meeting:

Proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. During the financial year, the Meetings of Audit committee were held in following manner:

Date of Meeting	Name of Member
	Harsh Maheshbhai Varsani	Yogeshbhai Kantilal Trivedi	Anand Jitendrabhai Chovatiya
09-04-2025	Yes	Yes	Yes
24-06-2025	Yes	Yes	Yes
13-08-2025	Yes	Yes	Yes
25-08-2025	Yes	Yes	Yes
05-09-2025	Yes	Yes	Yes
15-09-2025	Yes	Yes	Yes
27-09-2025	Yes	Yes	Yes
30-09-2025	Yes	Yes	Yes
06-11-2025	Yes	Yes	Yes
No. of Audit Committee Meetings attended during the year	09/09	09/09	09/09

All the Members of the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.

The board of directors has accepted all recommendations of the Audit Committee during the year.

Separate Meeting of Independent Directors

In terms of the provisions of the Schedule IV of the Companies Act, 2013, the Independent Directors of the Company shall meet at least once in a year, without the presence of Non-Independent Directors and members of Management. During the financial year, the Meetings of Independent Directors was held on 25th February, 2026 to discuss and review the following matters in the meeting:

• Performance of Non-Independent Directors and the Board of Directors as a whole;

• Performance of the Chairman of the Company taking into consideration the views of Executive and NonExecutive Directors;

• Assessment of the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

• In the opinion of the Board, the Independent Directors appointed during the year possess the requisite integrity, expertise, experience and proficiency required for their respective roles.

All the Independent Directors were present at the meeting.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee (NRC) consist majority of Independent Directors. The Nomination and Remuneration Committee has been constituted with effect from 30th March, 2024 by the Board in compliance with the requirements of Section 178 of the Companies Act, 2013. The board of directors has entrusted the Nomination and Remuneration Committee with the responsibility to formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel .

Composition of Nomination and Remuneration Committee:

Sr. No. Name of Director	Designation	Nature of Directorship
1. Mr. Bhavik Jamanbhai Gadhiya	Chairman	Non-Executive Independent Director
2. Mr. Harsh Maheshbhai Varsani	Member	Non-Executive Independent Director
3. Mr. Yogeshbhai Kantilal Trivedi	Member	Non-Executive Independent Director

Nomination and Remuneration Committee Meeting:

Proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. During the financial year, the Meetings of Nomination and Remuneration Committee were held in following manner:

Date of Meeting	Name of Member
	Sheetalben Anand Chovatiya	Anand Jitendrabhai Chovatiya	Bhavik Jamanbhai Gadhiya
09-04-2025	Yes	Yes	Yes
13-08-2025	Yes	Yes	Yes
No. of Nomination & Remuneration Committee Meetings attended during the year	02/02	02/02	02/02

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee has been constituted with effect from 30th March, 2024 by the Board in compliance with the requirements of Section 178(5) of the Companies Act, 2013.The Stakeholders Relationship Committee ("SRC") considers and resolves the grievances of our shareholders, including complaints relating to nonreceipt of annual report, transfer and transmission of securities, non-receipt of dividends/interests and such other grievances as may be raised by the security holders from time to time.

Composition of Stakeholders Relationship Committee:

Sr. No. Name of Director	Designation	Nature of Directorship
1. Mr. Bhavik Jamanbhai Gadhiya	Chairman	Non-Executive Independent Director
2. Mr. Anand Jitendrabhai Chovatiya	Member	Managing Director
3. Mrs. Sheetalben Anand Chovatiya	Member	Director

Stakeholders Relationship Committee Meeting:

The Stakeholders Relationship Committee of the Company met once in a year and in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. During the financial year, the Meetings of Stakeholders Relationship Committee was held in following manner:

Date of Meeting	Name of Member
	Bhavik Jamanbhai Gadhiya	Anand Jitendrabhai Chovatiya	Sheetalben Anand Chovatiya
25/02/2026	Yes	Yes	Yes
No. of Stakeholders Relationship Committee Meetings attended during the year	01/01	01/01	01/01

The Company had no share transfers pending as on March 31, 2026.

Ms. Ritu Garg, Company Secretary of the Company is the Compliance Officer.

DETAILS OF FRAUD REPORTING BY AUDITOR

During the year under review, there were no frauds reported by the auditors to the Board under section 143(12) of the Companies Act, 2013.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Company has formed Nomination and Remuneration Committee which has framed Nomination and Remuneration Policy. The Committee reviews and recommend to the Board of Directors about remuneration for Directors and Key Managerial Personnel and other employee up to one level below of Key Managerial Personnel. The Company does not pay any remuneration to the Non-Executive Directors of the Company other than sitting fee for attending the Meetings of the Board of Directors and Committees of the Board. Remuneration to Executive Directors is governed under the relevant provisions of the Act and approvals.

The Company has devised the Nomination and Remuneration Policy for the appointment, re-appointment and remuneration of Directors, Key Managerial. All the appointment, re-appointment and remuneration of Directors and Key Managerial Personnel are as per the Nomination and Remuneration Policy of the Company.

For Board of Directors and Senior Management Group. The Board of Directors of the Company has laid down a code of conduct for all the Board Members and Senior Management Group of the Company. The main object of the Code is to set a benchmark for the Companys commitment to values and ethical business conduct and practices. Its purpose is to conduct the business of the Company in accordance with its value systems, fair and ethical practices, applicable laws, rules and regulations. Further, the Code provides for the highest standard of professional integrity while discharging the duties and to promote and demonstrate professionalism in the Company.

All the Board Members and Senior Management Group of the Company have affirmed compliance with the code of conduct for the financial year ended on March 31, 2026.

VIGIL MECHANISM

The Company is committed to principles of professional integrity and ethical behavior in the conduct of its affairs. The Whistle-blower Policy provides for adequate safeguards against victimisation of director(s) / employee(s) who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. It is affirmed that no person has been denied access to the Audit Committee. The Compliance officer and Audit Committee is mandated to receive the complaints under this policy. The Board on a yearly basis is presented an update on the whistleblower policy. The Policy ensures complete protection to the whistle-blower and follows a zero tolerance approach to retaliation or unfair treatment against the whistle-blower and all others who report any concern under this Policy. During the year under review, the Company did not receive any complaint of any fraud, misfeasance etc. The Companys Whistle Blower Policy (Vigil Mechanism) has also been amended to make employees aware of the existence of policies and procedures for inquiry in case of leakage of Unpublished Price Sensitive Information to enable them to report on leakages, if any, of such information.

RISK MANAGEMENT POLICY

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing/mitigating the same.

The Company has framed a formal Risk Management Policy for risk assessment and risk minimization which is periodically reviewed to ensure smooth operation and effective management control. The Audit Committee also reviews the adequacy of the risk management framework of the Company, the key risks associated with the business and measure and steps in place to minimize the same.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE [PREVENTION,

PROHIBITION & REDRESSAL) ACT, 2013

Your Company provides equal opportunities and is committed to creating a healthy working environment that enables our Minds to work with equality and without fear of discrimination, prejudice, gender bias or any form of harassment

at workplace. Your Company has in place a Prevention of Sexual Harassment (POSH) policy in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which is also available on our website.

The Company has adopted a policy for prevention of sexual harassment at the workplace, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”). An Internal Complaints Committee (“ICC”) has been duly constituted as per the provisions of the POSH Act to redress complaints regarding sexual harassment at the workplace.

The composition of internal complaint committee is as follows:

Sr No Name of the Member	Designation
1. Sheetalben Anand Chovatiya	Director
2. Dhara J. Vekariya	C.F.O
3. Anand Jitendrabhai Chovatiya	Managing Director

During the financial year under review, the Company has complied with all the provisions of the POSH Act and the rules framed thereunder. Further details are as follow:

Sr No Particulars	Number of Complaints
1. Number of complaints of Sexual Harassment received in the Year	Nil
2. Number of Complaints disposed off during the year	Nil
3. Number of cases pending for more than ninety days	Nil

DETAILS OF MATERNITY BENEFIT TO BE PROVIDED BY THE COMPANY IN THE DIRECTORS REPORT FOR THE YEAR 2025-26 UNDER MATERNITY BENEFIT ACT, 1961

The Company Declares That It Was Duly Complied With The Provisions Of The Maternity Benefit Act 1961. All Eligible Women Employees Have Been Extended The Statutory Benefits Prescribed Under The Act, Including Paid Maternity Leave, Continuity Of Salary and Service During The Leave Period And Post-Maternity Support Such As Nursing Breaks And Flexible Return T o Work Options As Applicable. The Company Remains Committed T o Fostering An Inclusive And Supportive Work Environment That Upholds The Rights And Welfare Of Its Women Employees In Accordance With Applicable Laws.

AUDITORS

STATUTORY AUDITORS:

In the 04th Annual General Meeting (AGM) held on September 30, 2025 M/S. S V J K and Associates, Chartered Accountants (FRN: 135182W), were appointed as statutory auditors of the Company to hold office for a term of 5 (five) consecutive years until the conclusion of the Annual General Meeting of the Company in the year 2030. The Company has received letter from M/s S V J K and Associates, Chartered Accountants, to the effect that their appointments, if made would be within the prescribed limits of Section 139 of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section 141 of the Companies Act, 2013.

M/s. S V J K and Associates, Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the FY 2025-26, which forms part of the Annual Report 2025-26. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in the Audit Reports issued by them which call for any explanation/comment from the Board of Directors.

INTERNAL AUDITOR:

In terms of Section 138 of the Companies Act, 2013, M/s. N. N. Kapuriya & Co, Chartered Accountants (FRN: 0153371W) has been appointed on 22 th July,2026 as the internal auditor of the company for the Financial Year 202526 and 2026-27 and continues until resolved further. Internal Auditor is appointed by the Board of Directors of the Company on a yearly basis, based on the recommendation of the Audit Committee. The Internal Auditor reports their findings on the Internal Audit of the Company, to the Audit Committee on a half yearly basis. The scope of internal audit is approved by the Audit Committee.

SECRETARIAL AUDITOR:

Pursuant to Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s. G R Shah & Associates, Practicing Company Secretaries as Secretarial Auditor of the Company for the financial year ended on March 31, 2026 and March 31, 2027. The Secretarial Audit Report submitted by them for the said financial year in the prescribed Form MR-3 pursuant to the provisions of Section 204 of the Act is annexed as Annexure II to this report.

The report of the Secretarial auditor does not contain any qualification, reservation, adverse remark or disclaimer.

COST RECORDS AND COST AUDIT:

The provisions relating to maintenance of cost records as specified by the Central Government under sub section 1 of section 148 of the Companies Act, 2013, are not applicable to the Company and accordingly such accounts and records are not required to be maintained.

The business activity of company does not fall under rule 3 of The Companies (Cost Records and Audit) Rules, 2014 and sub section 2 of section 148 of the Companies Act, 2013, are not applicable to the Company and accordingly company does not require to appoint of cost auditor.

DIRECTORS RESPONSE ON AUDITORS QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMER MADE

There is a no qualification or Disclaimer of Opinion in the Auditors Report on the Financial Statements to the shareholders of the Company made by the Statutory Auditors in their Auditors.

SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118 (10) of the Act for the Financial Year ended 2025-26.

ANNUAL RETURN

In accordance with Sections 134(3)(a) & 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, The annual return in Form No.MGT-7 for the financial year 2025-26 will be available on the website of the Company (www.jivialrailings.com). The due date for filing annual return for the financial year 2025-26 is within a period of sixty days from the date of annual general meeting. Accordingly, the Company shall file the same with the Ministry of Corporate Affairs within prescribed time and a copy of the same shall be made available on the website of the Company (www. jivialrailings.com) as is required in terms of Section 92(3) of the Companies Act, 2013.

CORPORATE GOVERNANCE REPORT

The Equity Shares of the Company are listed on the SME platform of BSE Limited. Pursuant to Regulation 15(2) SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 the compliance with the Corporate Governance provision as specified in Regulation 17 to 27 and clause (b) to (i) of sub regulations (2) of regulation 46 and par as C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 shall not apply.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required under Regulation 34(2)(e) read with Schedule V Part B of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015") is annexed herewith as Annexure I.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENT, SECURITY UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not advanced any loan, made any investment, given any guarantee and provided security under Section 186 of the Companies Act, 2013 during the year under review.

LOANS FROM DIRECTOR/ RELATIVE OF DIRECTOR

The balances of monies accepted by the Company from Directors/ relatives of Directors at the beginning of the year were Rs. 5.0/- (in Lakhs) and at the close of year was Nil.

The Funds has been given out of Directors owned Funds and is not being given out of funds acquired by borrowing from others.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered during the financial year ended on 31st March, 2026 were on an arms length basis and in the ordinary course of business and is in compliance with the applicable provisions of the Act. There were no Related Party Transactions made by the Company during the year that required shareholders approval.

The Company has entered into related party transactions which fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC- 2 are given in Annexure III of this Director Report for the F.Y 2025-26.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has laid down the set of standards, processes and structure which enables to implement internal financial control across the Organization and ensure that the same are adequate and operating effectively. T o maintain the objectivity and independence of Internal Audit, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with the operating systems, accounting procedures and policies of the Company. Based on the report of Internal Auditor, the process owners undertake the corrective action in their respective areas and thereby strengthen the Control. Significant audit observation and corrective actions thereon are presented to the Audit Committee of the Board.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND

OUTGO

As required by the provisions of Section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 the relevant data pertaining to conservation of Energy, Technology Absorption, Foreign exchange earnings is attached with Annexure-IV.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS

During the year under review, there were no significant and/or material orders passed by any Court or Regulator or T ribunal, which may impact the going concern status or the Companys operations in future.

CORPORATE SOCIAL RESPONSIBILITY

As the Company does not fall under the mandatory bracket of Corporate Social Responsibility as required under Section 135 of the Companies Act, 2013, hence Company has not taken any initiative on Corporate Social Responsibility.

INDUSTRIAL RELATIONS

The Directors are pleased to report that the relations between the employees and the management continued to remain cordial during the year under review.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows:

1. The ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial year:

Name	Ratio to Median Percentage	% Increase in Remuneration in the Financial Year
Anand Jitendrabhai Chovatiya	0.92	-
Sheetalben Anand Chovatiya	0.00	-
Dhara Jatin Vekariya	0.91	0.90
Ritu Garg	0.98	-

2. The percentage increase in the median remuneration of employees in the financial year: (2.24%)

3. The number of permanent employees on the rolls of Company: 13 (Including 10 Male Employees and 3 Female Employees)

4. Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average percentage increase in the salary of employees other than the managerial personnel in the last financial year is Nil as per market standards. Managerial remuneration increased by 0.90% due to their individual performance, internal parity and market competitiveness.

5. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms that the remuneration is as per the remuneration policy of the Company.

The statement containing names of top five employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable to the Company.

INSOLVENCY AND BANKRUPTCY CODE

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

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 is not applicable to the Company.

ACKNOWLEDGMENTS

The Board of Directors greatly appreciates the commitment and dedication of employees at all levels who have contributed to the growth and success of the Company. We also thank all our clients, vendors, investors, bankers and other business associates for their continued support and encouragement during the year. We also thank the Government of India, Government of Gujarat, Ministry of Commerce and Industry, Ministry of Finance, Customs and Excise Departments, Income Tax Department and all other Government Agencies for their support during the year and look forward to their continued support in future.

By Order of the Board of Directors
For, Jivial Industries Limited
Sd/-	Sd/-
Anand Jitendrabhai Chovatiya	Sheetalben Anand Chovatiya
Managing Director	Director
DIN: 09212897	DIN:09212898
Place: Rajkot	Place: Rajkot
Date: 04/09/2026	Date: 04/09/2026