Annual Report for the Financial year 2025-26

DARJEELING INDUSTRIIES LIMITED (Formerly known as Darjeeling Ropeway Company Limited) CIN: L45202MH1936PLC294011 Registered and Corporate Office: Krishna Complex ARK 203, Nr. Suvidha Hospital, Uni. Road, Rajkot, Gujarat, India, 360005 Email ID: info@darjeelingindltd.com Date: 3rd September, 2026 BSE Limited Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai – 400 001 Dear Sir / Ma’am, Subject: Submission of Annual Report for Financial Year 2025-26 Ref: Security Id: DARJEELING / Code: 539770 Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are submitting herewith the Annual Report of the Company for the 89th Annual General Meeting (“AGM”) of the Company to be held on Tuesday, 29th September, 2026 at 12:00 P.M. through Video Conferencing (“VC”) and / or Other Audio-Visual Means (“OAVM”). Kindly take the same on your record and oblige us. Thanking You, For, Darjeeling Industriies Limited (Formerly known as Darjeeling Ropeway Company Limited) Ashok Dilipkumar Jain Managing Director DIN: 03013476 DARJEELING INDUSTRIIES LIMITED (Formerly known as Darjeeling Ropeway Company Limited) 89TH ANNUAL GENERAL MEETING ANNUAL REPORT - 2025-26 INDEX Sr. No. Particulars Page No. 1. Company Information 4 2. Notice of Annual General Meeting (“AGM”) 5 3. Board’s Report 20 3a. Annexure I – Management Discussion and Analysis Report 34 3b. Annexure II – Secretarial Audit Report 39 4. Independent Auditor’s Report 46 5. Financial Statements for the Financial Year 2025-26 5a. Balance Sheet 58 5b. Statement of Profit and Loss 59 5c. Cash Flow Statement 60 5d. Notes to Financial Statement 61 COMPANY INFORMATION Board of Directors Mr. Ashok Dilipkumar Jain : Managing Director Ms. Viha Ashok Jain : Non-Executive and Non-Independent Director Mr. Nandish Shaileshbhai Jani : Additional Non-Executive and Independent Director Mr. Pranav Manoj Vajani : Non-Executive and Independent Director Mr. Premaram Jaitaram Patel : Non-Executive and Independent Director Audit Committee Mr. Nandish Shaileshbhai Jani : Chairperson Mr. Premaram Jaitaram Patel : Member Mr. Ashok Dilipkumar Jain : Member Nomination And Mr. Nandish Shaileshbhai Jani : Chairperson Remuneration Committee Mr. Premaram Jaitaram Patel : Member Ms. Viha Ashok Jain : Member Stakeholders’ Mr. Nandish Shaileshbhai Jani : Chairperson Relationship Committee Mr. Viha Ashok Jain : Member Mr. Ashok Dilipkumar Jain : Member Key Managerial Personnel Mr. Ashok Dilipkumar Jain : Managing Director Mr. Sahil Gujral : Chief Financial Officer Statutory Auditor M/s. Sunit M Chhatbar & Co., Chartered Accountants, Rajkot Secretarial Auditor M/s. Jitendra Parmar & Associates, Company Secretaries, Ahmedabad Share Transfer Agent Purva Sharegistry (India) Private Limited 9, Shiv Shakti Industrial Estate, J.R. Boricha Marg, Lower Parel (East) Mumbai – 400011 Registered Office Krishna Complex ARK 203, Nr. Suvidha Hospital Uni. Road, Rajkot, Gujarat, India – 360 005 Corporate Office Krishna Complex ARK 203, Nr. Suvidha Hospital Uni. Road, Rajkot, Gujarat, India – 360 005 NOTICE OF THE 89TH ANNUAL GENERAL MEETING (“AGM”) OF THE COMPANY NOTICE is hereby given that the 89th Annual General Meeting (“AGM”) for the Financial Year 2025-26 of the Shareholders of “Darjeeling Industriies Limited (Formerly known as Darjeeling Ropeway Company Limited)” (The “Company” or “DIL” or Darjeeling”) will be held on Tuesday, 29th September, 2026 at 12:00 P.M. through Video Conferencing (“VC”) / Other Audio-Video Means (“OAVM”) to transact the following businesses: ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Financial Statement of the Company for the Financial Year ended on 31st March, 2026 and Statement of Profit and Loss account together with the notes forming part thereof and Cash Flow Statement for the Financial Year ended on that date, and the reports of the Board of Directors (“The Board”) and Auditor thereon. To consider and if thought fit, to pass with or without modification(s) the following Resolution as an Ordinary Resolution: “RESOLVED THAT, the Audited Financial Statement of the Company for the financial year ended 31st March, 2026 and the Report of the Directors and the Auditors thereon, placed before the Meeting, be and are hereby considered and adopted.” 2. To Appoint a Director in place of Mr. Ashok Dilipkumar Jain (DIN: 03013476), who retires by rotation and being eligible, offers himself for re-appointment. To consider and if thought fit, to pass with or without modification(s) the following Resolution as an Ordinary Resolution: “RESOLVED THAT, Mr. Ashok Dilipkumar Jain (DIN: 03013476), who retires by rotation from the Board of Directors pursuant to the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, and being eligible offers himself for re-appointment, be and is hereby re-appointed as the Director of the Company. SPECIAL BUSINESS: 3. Regularization of Appointment of Mr. Nandish Shaileshbhai Jani (DIN: 09565657) as a Non - Executive and Independent Director: To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: “RESOLVED THAT, pursuant to the provisions of Sections 149, 150 and 152 read with all other applicable provisions of the Companies Act, 2013, (‘the Act’) and the Companies (Appointment and Qualification of Directors) Rules, 2014, and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), including any statutory modification(s) or re-enactment(s) of the Act and Listing Regulations, and in terms of Articles of Association of the Company, Mr. Nandish Shaileshbhai Jani (DIN: 09565657), who was appointed as an Additional Non- Executive and Independent Director of the Company in the Board meeting dated 3rd September, 2026 in terms of Section 161 of the Act and whose term of office expires as on this General Meeting and who qualifies for being appointed as an Independent Director, meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature for the office of Independent Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 (five) consecutive years with effect from 3rd September, 2026 to 2nd September, 2031.” “RESOLVED FURTHER THAT, the Board be and is hereby authorized to do all such acts, deeds and things and execute all such documents, instruments and writings as may be required and to delegate all or any of its powers herein conferred to any Committee of Directors or Director(s) to give effect to the aforesaid resolution.” 4. To Approve Material Related Party Transactions with M/s. Ghantiram Foods Private Limited: To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT, pursuant to the provision of Section 188 of the Companies Act, 2013 read with the rules made thereunder, including any statutory modification(s), amendment(s) or re-enactment thereof (“the Act”), Regulation 23 (4) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 (the “Listing Regulations”) as amended from time to time, the Related Party Transactions Policy of the Company, the approval of the Audit Committee, and based on recommendations of the Board; the approval of the Shareholders of the Company be and is hereby given to the Company to enter into the transactions (whether by way of an individual transaction or transactions taken together or a series of transactions or otherwise) with respect to: a) Sale, purchase or supply of any goods or materials; b) Selling or otherwise disp [Showing first 8,000 characters — download PDF for full document]