Darjeeling Industriies Ltd Directors Report

To, The Members,

Darjeeling Industriies Limited

(Formerly known as Darjeeling Ropeway Company Limited)

Your Directors are pleased to present the 89^th Board Report on the Business and Operations of the Company along with the Audited Statement of Accounts for the Financial Year ended on 31^st March, 2026.

1. FINANCIAL RESULT:

The financial performance of the Company for the Financial Year ended on 31^st March, 2026 and for the previous Financial Year ended on 31^st March, 2025 is given below:

(Rs.in Lakhs)

Particulars	2025-26	2024-25
Revenue from Operations	445.92	91.01
Other Income	65.45	0.00
Total Revenue	511.37	91.01
Total Expenses	271.99	116.89
Profit/Loss Before Exceptional and Extra Ordinary Items and Tax	239.38	(25.88)
Less: Exceptional Items	0	0
Profit / Loss before Tax Expenses	239.38	(25.88)
Less: Current Tax	70.13	0.00
Deferred Tax	0.63	(0.81)
Profit/Loss for the Period	169.87	(26.69)
Earnings Per Share (EPS)
Basic	3.83	(0.88)
Diluted	3.83	(0.88)

2. OPERATIONS:

The total revenue from operations for Financial Year 2025-26 is Rs. 445.92 Lakhs as compared to total revenue from operations of Rs. 91.01 Lakhs in the previous Financial Year 2024-25. The Company has incurred Profit before tax for the Financial Year 2025-26 of Rs. 239.38 Lakhs as compared to Loss of Rs. 25.88 Lakhs in the previous Financial Year 2024-25. The Net Profit after tax for the Financial Year 2025-26 is Rs. 169.87 Lakhs as compared to Net Loss after tax Rs. 26.69 Lakhs in the previous Financial Year 2024-25. The Directors are continuously looking for the new avenues for future growth of the Company and expect more growth in the future period.

3. TRANSFER TO RESERVES:

The profit of the Company for the Financial Year ending on 31^st March, 2026 has been transferred to profit and loss account of the Company under Reserves and Surplus (i.e. Other Equity).

4. CHANGE IN NATURE OF BUSINESS, IF ANY

During the Financial Year 2025-26, there was no change in nature of Business during the year under review.

5. WEBLINK OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act and Rule 12 of the Companies (Management and Administration) Rule, 2014, the Annual Return as on 31^st March, 2026 is available on the Company Website at https://darjeelingindltd.com/.

6. SHARE CAPITAL:

A. AUTHORISED SHARE CAPITAL:

The Authorized Share Capital of the Company as on 31^st March, 2026 is Rs. 10,50,00,000/- (Rupees Ten Crores Fifty Thousand Only) divided into 1,05,00,000 (One Crores Five Lakhs) Equity Shares of Rs. 10.00/- (Rupees Ten Only) each.

B. PAID-UP SHARE CAPITAL:

The Paid-up Share Capital of the Company as on 31^st March, 2026 is Rs. 7,86,20,100/- (Rupees Seven Crores Eighty-six Lakhs Twenty thousand and One hundred Only) divided into 78,62,010 (Seventy-Eight Lakhs Sixty-Two Thousand and Ten) equity shares of Rs. 10.00/- (Rupees Ten Only) each.

During the year under the review, Paid-up Share Capital of the Company is increased from Rs. 3,05,00,000/- (Rupees Three Crores Five Lakhs Only) divided into 30,50,000 (Thirty Lakhs Fifty Thousand Only) Equity Shares of Rs. 10.00/- (Rupees Ten Only) each to Rs. 7,86,20,100/- (Rupees Seven Crores Eighty-six Lakhs Twenty thousand and One hundred Only) divided into 78,62,010 (Seventy-Eight Lakhs Sixty-Two Thousand and Ten) equity shares of Rs. 10.00/- (Rupees Ten Only) each.

The aforesaid increase in the Paid-up Share Capital was effected pursuant to the allotment of equity shares upon conversion of warrants issued on a preferential basis, as approved by the Board of Directors of the Company at its meetings held on 20^th October, 2025 and 21^st January, 2026.

7. ALLOTMENT OF SHARES:

PREFERENTIAL ISSUE OF CONVERTIBLE WARRANTS INTO EQUITY SHARES:

During the year under review, the Company allotted 18,00,000 and 30,12,010 fully paid-up equity shares pursuant to the conversion of warrants issued on a preferential basis, at an issue price of Rs. 16.80/- per share, comprising a face value of Rs. 10/- per share and a premium of Rs. 6.80/- per share. The said allotments were made at the meetings of the Board of Directors held on 20^th October, 2025 and 21^st January, 2026, respectively.

8. DIVIDEND:

To conserve the resources for future prospect and growth of the Company, the Board of Directors do not recommend any dividend for the Financial Year 2025-26 (Previous year NIL).

9. BOARD MEETINGS:

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two meetings not exceeding 120 days to take a view of the Companys policies and strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 14 (Fourteen) times i.e. 15^th May, 2025, 23^rd July, 2025, 28^th July, 2025, 14^th August, 2025, 23^rd September, 2025, 8^th October, 2025, 20^th October, 2025, 13^th November, 2025, 25^th November, 2025, 29^th November, 2025, 16^th December, 2025, 1^st January, 2026, 21^st January, 2026 and 30^th January, 2026.

10. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on 31^st March, 2026 the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there is no material departure from the same,

b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for the Financial Year ended on 31^st March, 2026,

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

d. The Directors had prepared the Annual Accounts on a going concern basis,

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and

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

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE

COMPANIES ACT, 2013:

The details of loans, investment, guarantees and securities covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the financial statement.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the year under review, all the Related Party Transactions were entered at arms length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations.

Pursuant to Section 188 of the Act read with rules made thereunder and Regulation 23 of the Listing Regulations, all Material Related Party Transactions (“material RPTs”) require prior approval of the shareholders of the Company vide ordinary resolution.

The Company has formulated and adopted a policy on dealing with related party transactions, in line with Regulation 23 of the Listing Regulations, which is available on the website of the Company at info@darjeelingindltd.com.

As a part of the mandate under the Listing Regulations and the terms of reference, the Audit Committee undertakes quarterly review of related party transactions entered into by the Company with its related parties. Pursuant to Regulation 23 of Listing Regulations and Section 177 of the Act, the Audit Committee has granted omnibus approval in respect of transactions which are repetitive in nature, which may or may not be foreseen, not exceeding the limits specified thereunder. The transactions under the purview of omnibus approval are reviewed on quarterly basis by the Audit Committee. Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the disclosures on Related Party Transactions in prescribed format with the Stock Exchanges.

Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of transactions with Related Parties are provided in the Companys financial statements in accordance with the Accounting Standards.

13. DETAILS OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL CONTROL:

The Company has in place adequate internal financial controls with reference to financial statement across the organization. The same is subject to review periodically by the internal audit cell for its effectiveness. During the financial year, such controls were tested and no reportable material weaknesses in the design or operations were observed. The Statutory Auditors of the Company also test the effectiveness of Internal Financial Controls in accordance with the requisite standards prescribed by ICAI. Their expressed opinion forms part of the Independent Auditors report.

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

During the year, no reportable material weakness was observed.

14. REPORTING OF FRAUDS BY THE AUDITORS:

During the year under review, neither the Statutory nor the Secretarial Auditors has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards Report.

15. RESERVES & SURPLUS:

Particulars	Rs. in Lakhs
1. Balance at the beginning of the year	172.54
2. Current Years Profit / Loss	169.87
3. Other Comprehensive Income	0.00
4. Amount of Securities Premium and other Reserves	327.22
Total	669.63

16. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company as the Company does not fall under the criteria limits mentioned in the said section of the Act.

Hence, the Company has not taken voluntary initiative towards any activity mentioned for Corporate Social Responsibility.

17. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:

Shifting of Registered Office of the Company from one state to another:

The Board of Directors of the Company, at its meeting held on 28^th July, 2025, considered and approved the proposal for shifting the Registered Office of the Company from 104, Floor-1, Shreeji Darshan, Tata

Road No. 2, Roxy Cinema Opera House, Girgaon, Mumbai 400 004, (in the State of Maharashtra) to Krishna Complex ARK 203, Nr. Suvidha Hospital Uni., Rajkot, 360 005, (in the State of Gujarat).

The proposed shifting of the Registered Office of the Company from the State of Maharashtra to the State of Gujarat was subsequently approved by the members of the Company at their meeting held on 19^th August, 2026. The Company has made the necessary application for obtaining the requisite approval of the Central Government for shifting of its Registered Office from the State of Maharashtra to the State of Gujarat. The said application has been duly approved by the Regional Director, and the order in this regard was received by the Company on 2^nd September, 2026.

Issue of Convertible Warrants to “Non-Promoter Category” on a Preferential basis:

Company have proposed to issue 70,00,000 Convertible Warrants in their Board Meeting held on 23^rd October, 2024 and has been approved by the shareholder of the Company in the Extra-Ordinary General Meeting held on 18^th November, 2024.

Company has received the In-Principle approval for Issue of 70,00,000 Warrants Convertible into Equity Shares from the BSE Exchange on 12^th September, 2025.

Allotment of 70,00,000 Convertible Warrants in the Board Meeting held on Tuesday, 23^rd September, 2025, entitling the Warrant Holders to exercise option to convert and get allotted one equity share against each warrant at a price of Rs. 16.80/- each (including face value of Rs. 10/- and premium of Rs. 06.80/-) for cash consideration to “Non-Promoter category” on a preferential basis.

Change in the Name of the Company:

The Board of Directors of the Company, at its meeting held on 8^th October, 2025, considered and approved the proposal for change of the name of the Company from “Darjeeling Ropeway Company Limited” to “Darjeeling Enterpriises Limited” or such other name as may be made available and approved by the Ministry of Corporate Affairs or any other competent authority. The proposed change in the name of the Company was subsequently approved by the members of the Company at their meeting held on 18^th December, 2025. Consequently, upon completion of the requisite statutory and regulatory formalities, the Company was issued a fresh Certificate of Incorporation by the Ministry of Corporate Affairs, reflecting the new name of the Company as “Darjeeling Industriies Limited”, with effect from 26^th December, 2026.

Allotment of fully Paid-up Equity Shares pursuant to the conversion of 18,00,000 Convertible Warrants to “Non-promoter Category” upon exercise of the option to convert the Warrants into Equity Shares:

Allotment of 18,00,000 fully paid-up equity shares pursuant to the conversion of 18,00,000 Convertible Warrants, in the Board Meeting held on Monday, 20^th October, 2025.

Company has received the Trading approval for Allotment of 18,00,000 Warrants Convertible into Equity Shares from the BSE Exchange on 9^th December, 2025.

Adoption of New set of Memorandum of Association (“MOA”) of the Company along with Alteration of Object Clause in the Memorandum of Association of the Company:

The Board of Directors of the Company, at their meeting held on 25^th November, 2025, approved the Adoption of New set of Memorandum of Association (“MOA”) of the Company along with Alteration of Object Clause in the Memorandum of Association with a view to expanding the business activities of the Company.

The aforesaid adoption of the new set of MOA and alteration of the Object Clause were subsequently approved by the Members of the Company by way of a Special Resolution passed at the Extra-ordinary General Meeting held on 18^th December, 2025, conducted through Video Conferencing (“VC”)/Other Audio-Visual Means (“OAVM”).

Allotment of fully paid-up equity shares pursuant to the conversion of 30,12,100 Convertible Warrants to “Non-promoter Category” upon exercise of the option to convert the Warrants into Equity Shares:

Allotment of 30,12,100 fully paid-up equity shares pursuant to the conversion of 30,12,100 Convertible Warrants, in the Board Meeting held on Wednesday, 21^st January, 2026.

Company has received the Trading approval for Allotment of 30,12,100 Warrants Convertible into Equity Shares from the BSE Exchange on 16^th March, 2026.

Acquisition of Shares in M/s. Novva Defence Iinds Limited, resulting in the Company becoming a Subsidiary:

Subsequent to the end of the financial year, the Company acquired shares in M/s. Novva Defence Iinds Limited as on 22^nd April, 2026. Pursuant to the said acquisition, the Company acquired control of 99.64% over M/s. Novva Defence Iinds Limited, and accordingly, M/s. Novva Defence Iinds Limited became a Subsidiary Company of the Company.

Corporate Office of the Company:

The Board of Directors of the Company, at its meeting held on 29^th July, 2026, considered and approved the Corporate Office of the Company to be situated at Krishna Complex, ARK 203, Nr. Suvidha Hospital, Uni. Road, Rajkot, Gujarat, India, 360005.

18. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund (“IEPF”). During the year under review, there was no unpaid or unclaimed dividend in the “Unpaid Dividend Account” lying for a period of seven years from the date of transfer of such unpaid dividend to the said account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund.

19. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There is no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND

OUTGO:

The Company has not undertaken any major initiatives with respect to conservation of energy or technology absorption during the year under review. Hence, the particulars as required under section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014 are not applicable.

Export revenue constituted 0 % of the total revenue in FY 2025-26;

Foreign exchange earnings and outgo	F.Y. 2025-26	F.Y. 2024-25
1. Foreign exchange earnings	NIL	NIL
2. CIF value of imports	NIL	NIL
3. Expenditure in foreign currency	NIL	NIL
4. Value of Imported and indigenous Raw Materials, Spare-parts and Components Consumption	NIL	NIL

21. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT

POLICY OF THE COMPANY:

The Company has framed formal Risk Management framework for risk assessment and risk minimization for Indian operation which is periodically reviewed by the Board of Directors to ensure smooth operations and effective management control. The Audit Committee also reviews the adequacy of the risk management frame work of the Company, the key risks associated with the business and measures and steps in place to minimize the same.

22. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:

a) Vigil Mechanism / Whistle Blower Policy:

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Companys Code of Conduct or Ethics Policy.

b) Business Conduct Policy:

The Company has framed “Business Conduct Policy”. Every employee is required to review and sign the policy at the time of joining and an undertaking shall be given for adherence to the Policy. The objective of the Policy is to conduct the business in an honest, transparent and in an ethical manner. The policy provides for anti-bribery and avoidance of other corruption practices by the employees of the Company.

23. PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2025-26.

24. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:

During the year under review, the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures as required are provided in AS-18 which is forming the part of the notes to financial statement.

25.DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Directors and Key Managerial Personnel of the Company are summarized below:

Name	Designation	DIN/PAN
1. Mr. Ashok Dilipkumar Jain	Managing Director	03013476
2. Ms. Viha Ashok Jain	Non-Executive and Non-Independent Director	10818292
3. Mr. Pranav Manoj Vajani	Non-Executive and Independent Director	09213749
2. Mr. Premaram Jaitaram Patel	Non-Executive and Independent Director	09324872
3. Mr. Pradeep Sutodiya3	Non-Executive and Independent Director	01025354
4. Mr. Nandish Shaileshbhai Jani4	Additional Non-Executive and Independent Director	09565657
8. Ms. Priyanka Jitendrakumar Bakhtyarpuri1	Company Secretary and Compliance Officer	AY******4J
9. Ms. Margi Lalitbhai Dedaniya2	Company Secretary and Compliance Officer	IV******7C
10. Mr. Sahil Gujral	Chief Financial Officer	AP******9J

1. Ms. Priyanka Jitendrakumar Bakhtyarpuri resigned from the office of Company Secretary and Compliance Officer of the Company w.e.f. 16^th December, 2025. ^2. Ms. Margi Lalitbhai Dedaniya was appointed as the Company Secretary and Compliance Officer of the Company w.e.f 1^st January, 2026. She subsequently resigned from the office of Company Secretary and Compliance Officer w.e.f 28^th July, 2026. ^3. Mr. Pradeep Sutodiya has resigned from the post of Non-Executive and Independent Director w.e.f. 15^th April, 2026.

4. Mr. Nandish Shaileshbhai Jani has been appointed as an Additional Non-Executive and Independent Director w.e.f. 3^rd September, 2026.

Apart from the above changes, there were no other changes in the composition of the Board of Directors of the Company during the Financial Year 2025-26 and till the date of Boards Report.

As per Companies Act, 2013 the Independent Directors are not liable to retire by rotation.

26.STATEMENT ON ANNUAL EVALUATION MADE BY THE BOARD OF DIRECTORS

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The Board sought the feedback of Directors on various parameters including:

Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.);

Structure, composition, and role clarity of the Board and Committees; Extent of co-ordination and cohesiveness between the Board and its Committees; Effectiveness of the deliberations and process management; Board / Committee culture and dynamics; and Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of NRC had one-on-one meetings with each Executive and Non-Executive, Non-Independent Directors. These meetings were intended to obtain Directors inputs on effectiveness of the Board/ Committee processes.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole, and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual directors and the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was discussed.

The evaluation process endorsed the Board Members confidence in the ethical standards of the Company, the resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management, and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its committees and individual directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board by way of individual feedback from directors.

The evaluation frameworks were the following key areas:

a. For Non-Executive & Independent Directors:

Knowledge Professional Conduct

Comply Secretarial Standard issued by ICSI Duties Role and functions

b. For Executive Directors:

Performance as leader

Evaluating Business Opportunity and analysis of Risk Reward Scenarios Key set investment goal Professional conduct and integrity Sharing of information with Board. Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

27. DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Pranav Manoj Vajani, Mr. Nandish Shaileshbhai Jani and Mr. Premaram Jaitaram Patel Independent Directors of the Company have confirmed to the Board that they meet the criteria of Independence as specified under Section 149 (6) of the Companies Act, 2013 and they qualify to be Independent Director. They have also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16(1)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The confirmation was noted by the Board.

28. CORPORATE GOVERNANCE:

Since the Paid-up Capital of Company is less than Rs. 10.00 Crores and Turnover is less than Rs. 25.00 Crores respectively, therefore by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. Hence Corporate Governance does not form part of this Boards Report.

29. DISCLOSURES RELATING TO HOLDING / SUBSIDIARY, ASSOCIATE COMPANY AND JOINT VENTURES:

As at 31^st March, 2026, the Company did not have any Holding Company, Subsidiary Company, Associate Company or Joint Venture.

Subsequent to 31^st March, 2026, the Company acquired shares in M/s. Novva Defence Iinds Limited, pursuant to which the said company became a Subsidiary Company of the Company.

30. DEPOSITS:

As per Section 73 of the Companies Act, 2013 the Company has neither accepted nor renewed any deposits during the Financial Year 2025-26. Hence the Company has not defaulted in repayment of deposits or payment of interest during the Financial Year.

31. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI). The Company has devised proper systems to ensure compliance with its provisions and is in compliance with the same.

32. AUDITORS AND THEIR REPORTS:

A. Statutory Auditor:

M/s. K M Chauhan & Associates, Chartered Accountants, Rajkot (FRN: 125924W), the Statutory Auditors of the Company, resigned from their office with effect from 28^th July, 2025, resulting in a casual vacancy in the office of the Statutory Auditor.

The Board of Directors, based on the recommendation of the Audit Committee, had proposed the appointment of M/s. Sunit M Chhatbar & Co., Chartered Accountants, as the Statutory Auditors of the Company for a term of five consecutive years, commencing from the conclusion of the 88^th AGM and continuing until the conclusion of the 92^nd AGM, to be held in the year 2030, subject to the approval of the Members of the Company.

M/s. Sunit M Chhatbar & Co., Chartered Accountants, Rajkot, (FRN: 141068W), were appointed as the Statutory Auditors of the Company in the 88^th Annual General Meeting of the Company held on Tuesday, 19^th August, 2025.

There are no qualifications, reservations, adverse remarks or disclaimers made by M/s. Sunit M Chhatbar & Co., Chartered Accountants, the Statutory Auditors of the Company, in their Audit Report for the Financial Year ended 31^st March, 2026. The observations, if any, made in the Auditors Report are self-explanatory and, therefore do not call for further comments or explanations from the Board of Directors.

The Auditors report for the financial year ended 31^st March, 2026 has been issued with an unmodified opinion by the Statutory Auditors and the report is part of the Annual Report.

B. Secretarial Auditor:

The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 had appointed M/s. Jitendra Parmar & Associates, Company Secretaries (FRN: S2023GJ903900), Ahmedabad to conduct Secretarial Audit for the Financial Year 2025-26.

The Secretarial Audit Report for the Financial Year ended 31^st March, 2026 is annexed herewith as Annexure II in form MR-3. There are no Remarks or qualification marks in the Secretarial Audit report which require any explanations or comments from the Board of Directors.

C. Internal Auditor:

The Board of Directors has appointed Mr. Harshil Shah, Chartered Accountant, as the Internal Auditor of the Company to conduct the Internal Audit of the Company for Financial Year 2025-26.

The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board of Directors from time to time. The Internal Auditor also reviews the adequacy and effectiveness of the internal control systems and processes of the Company, as applicable.

33.DISCLOSURES:

A. Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee were held on 15^th May, 2025, 23^rd July, 2025, 28^th July, 2025, 23^rd September, 2025, 20^th October, 2025, 13^th November, 2025, 29^th November, 2025, 21^st January, 2026 and 30^th January, 2026. The attendance records of the members of the Committee are as follows:

Name	Designation	No. of the Committee Meeting entitled	No. of Committee Meeting attended
Mr. Premaram Jaitaram Patel1	Member	9	9
Mr. Pranav Manoj Vajani3	Member	9	9
Mr. Ashok Dilipkumar Jain	Member	9	9
Mr. Nandish Shaileshbhai Jani2	Chairperson	-	-

1. Change in the Designation of Mr. Premaram Jaitaram Patel from Chairperson to Member of Audit Committee w.e.f. 3^rd September, 2026.

2. Mr. Nandish Shaileshbhai Jani has been appointed as the Chairperson of Audit Committee of the Company w.e.f. 3^rd September, 2026.

3. Mr. Pranav Manoj Vajani has resigned from the post of Member of Audit Committee w.e.f. 3^rd September, 2026.

During the year all the recommendations made by the Audit Committee were accepted by the Board.

B. Composition of Nomination and Remuneration Committee:

During the year under review, meetings of the members of the Nomination and Remuneration committee, was held on 1^st January, 2026. The attendance records of the members of the Committee are as follows:

Name	Designation	No. of the Committee Meeting entitled	No. of Committee Meeting attended
Ms. Viha Ashok Jain	Member	2	2
Mr. Pranav Manoj Vajani3	Member	2	2
Mr. Premaram Jaitaram Patel1	Member	2	2
Mr. Nandish Shaileshbhai Jani2	Chairperson	-	-

1. Change in the Designation of Mr. Premaram Jaitaram Patel from Chairperson to Member of Nomination and Remuneration Committee w.e.f. 3^rd September, 2026.

2. Mr. Nandish Shaileshbhai Jani has been appointed as the Chairperson of Nomination and Remuneration Committee of the Company w.e.f. 3^rd September, 2026.

3. Mr. Pranav Manoj Vajani has resigned from the post of Member of Nomination and Remuneration Committee w.e.f. 3^rd September, 2026.

C. Composition of Stakeholder Relationship Committee:

During the year under review, meeting of the Stakeholder Relation committee was held on 28^th July, 2025 and 25^th November, 2025 and the attendance records of the members of the Committee are as follows:

Name	Designation	No. of the Committee Meeting entitled	No. of Committee Meeting attended
Mr. Ashok Dilipkumar Jain1	Member	2	2
Ms. Viha Ashok Jain2	Chairperson	-	-
Mr. Pranav Manoj Vajani3	Member	2	2
Mr. Pradeep Sutodiya1	Member	2	2
Mr. Premaram Jaitaram Patel2	Member	-	-
Mr. Nandish Shaileshbhai Jani3	Chairperson	-	-

1. Change in the Designation of Mr. Ashok Dilipkumar Jain from Chairperson to Member of Stakeholder Relationship Committee w.e.f. 30^th January, 2026.

2. Ms. Viha Ashok Jain has been appointed as the Chairperson of Stakeholder Relationship Committee of the Company w.e.f. 30^th January, 2026 and Change in the Designation of Ms. Viha Ashok Jain from Chairperson to Member of Stakeholder Relationship Committee w.e.f. 3^rd September, 2026.

3. Mr. Pradeep Sutodiya has resigned from the post of Member of Stakeholder Relationship Committee of the Company w.e.f. 30^th January, 2026.

4. Mr. Nandish Shaileshbhai Jani has been appointed as the Chairperson of Stakeholder Relationship Committee of the Company w.e.f. 3^rd September, 2026.

34.DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has always been committed to provide a safe and conducive work environment to its employees. Your Directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the Company.

The following no. of complaints was received under the POSH Act and the rules framed thereunder during the year:

a.Number of complaints filed during the financial year - NIL b.Number of complaints disposed of during the financial year - NIL c.Number of complaints pending as on end of the financial year NIL

35.POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Remuneration policy is directed towards rewarding performance based on review of achievements on a periodical basis. The remuneration policy is in consonance with the existing industry practice and is designed to create a high-performance culture. It enables the Company to attract, retain and motivate employees to achieve results. The Company has made adequate disclosures to the members on the remuneration paid to Directors from time to time. The Companys Policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178 (3) of the Act is available on the website of the Company at https://darjeelingindltd.com/.

36.DEMATERIALISATION OF EQUITY SHARES:

As per direction of the SEBI, the shares of the Company are under compulsory demat form. The Company has established connectivity with both the Depositories i.e. National Securities Depository Limited and Central Depository Services (India) Limited and the Demat activation number allotted to the Company is ISIN: INE830S01014. Presently shares are held in electronic and physical mode.

37. MAINTENANCE OF COST RECORDS:

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.

38. COMPLIANCE OF MATERNITY BENEFITS ACT, 1961:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

39. THE DETAILS OF APPLOCATION MADE OR ANY PROCEDDING PENDING UNDER THE INSOLVENCY AND

BANKRUPTCY CODE, 2016:

During the year under the review, there were no application made or any proceeding pending in the name of Company under Insolvency and Bankruptcy Code, 2016.

40. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE

TIME SETTLEMENT AND THE VALUATION DONE WHILE AVAILING LOAN FROM THE BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement and the valuation done while taking loans taken from Banks and Financial Institutions along with the reasons thereof is not applicable to the Company.

41. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the Companys current working and future outlook as per Annexure I to this Report.

42. STATE OF COMPANYS AFFAIRS:

Management Discussion and Analysis Report for the year under review, as stipulated in Regulation 34(2)(e) of SEBI Listing Regulations is given as a separate part of the Annual Report. It contains a detailed write up and explanation about the performance of the Company.

43. 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.

44. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried the evaluation of its own performance, performance of Individual Directors, Board Committees, including the Chairman of the Board on the basis of attendance, contribution towards development of the Business and various other criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

In a separate meeting of Independent Directors i.e. held on 30^th January, 2026, the performance of Executive and Non-Executive Directors were evaluated in terms of their contribution towards the growth and development of the Company. The achievements of the targeted goals and the achievements of the expansion plans were too observed and evaluated, the outcome of which was satisfactory for all the Directors of the Company.

45.ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.

Registered and Corporate Office:	Darjeeling Industriies Limited
Krishna Complex ARK 203,	(Formerly known as Darjeeling Ropeway Company Limited)
Nr. Suvidha Hospital Uni. Road,
Rajkot, Gujarat, India, 360005
	Sd/-	Sd/-
Date: 3rd September, 2026	Ashok Dilipkumar Jain	Viha Ashok Jain
Place: Rajkot	Managing Director	Director
	DIN: 03013476	DIN: 09213749