Darshan Orna Ltd Directors Report

M/s Aniket Goyal & Associates, Chartered Accountants, resigned as the Statutory
Auditors of the Company with effect from November 13, 2024, due to the expiry of
their Peer Review Certificate issued by the Institute of Chartered Accountants of
India (ICAI).

To fill the resulting casual vacancy, the members of the Company approved the
appointment of M/s AKGVG & Associates, Chartered Accountants, as the new
Statutory Auditors through a Postal Ballot conducted on February 20, 2025. M/s

AKGVG & Associates will hold office and conduct the Statutory Audit for the
financial year 2024-25.

Pursuant to the provisions of Section 139 of the Companies Act, 2013, read with the
applicable rules framed thereunder, and subject to the approval of the members at
the ensuing Annual General Meeting, M/s. Shah Karia & Associates (ICAI Firm
Registration No. 131546W), Chartered, has been proposed for appointment as the
Statutory Auditors of the Company for a first term of five consecutive financial years
commencing from FY 2025-2026 to FY 2029-2030. M/s. Shah Karia & Associates,
Chartered Accountants, have confirmed that they are eligible for appointment and
are not disqualified under the provisions of the Companies Act, 2013 to be appointed
as Statutory Auditors of the Company.

The Board of Directors wishes to state that the Statutory Auditors of the Company
have issued an unmodified opinion on the Standalone Financial Statements for the
financial year ended March 31, 2025. The Auditors Report does not contain any
qualifications, reservations, adverse remarks, or disclaimers.

The Notes to the Financial Statements, as referred to in the Auditors Report, are
self-explanatory and do not require any further clarification under Section 134(3)(f)
of the Companies Act, 2013.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the Board of Directors reappointed M/s Neelam Somani & Associates, Practicing
Company Secretary, to conduct the Secretarial Audit of the Company for the
financial year 2024-25. The Secretarial Audit Report is annexed to this Report as
Annexure-F.

Further, in compliance with the amended Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, and subject to the
approval of the members at the ensuing Annual General Meeting, M/s Neelam
Somani & Associates, Practicing Company Secretary (Peer Review Certificate No.
5612/2024), has been appointed as the Secretarial Auditor of the Company for a first
term of five consecutive financial years commencing from FY 2025-2026 to FY
2029-2030. M/s Neelam Somani & Associates has confirmed that they are not
disqualified and are eligible to be appointed as Secretarial Auditor of the Company.

In accordance with the provisions of the Section 204 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Secretarial Audit was carried out by M/s Neelam Somani & Associates, Company
Secretary in Practice for the financial year 2024-25. The report of Secretarial Auditor

for the financial year 2024-25 is annexed herewith marked as Annexure F to this
Report. The Secretarial Audit Report does not contain any qualification, reservation
or adverse remark except as under.

During the audit period M/s. Aniket Goyal & Associates, Chartered Accountant,
Ahmedabad, (FRN: 022331C) Statutory Auditor of the Company have resigned due
to expiry of Peer Review Certificate issued by ICAI.

M/s. Aniket Goyal & Associates tendered their resignation due to pre-occupation.
The Company, in compliance with applicable regulations, appointed M/s AKGVG
& Associates, Chartered Accountants (ICAI Firm Registration No. 018598N) within
the stipulated time. The appointment was subsequently approved by the members
through a Postal Ballot.

The Company is not required to maintain cost records as per sub-section (1) of
Section 148 of the Companies Act, 2013, read with the applicable rules prescribed
thereunder.

Pursuant to the provisions of Section 138 of the Companies Act, 2013, and based on
the recommendation of the Audit Committee, Mr. Arth Soni has been appointed as
the Internal Auditor of the Company for the Financial Years 2024 - 25 and 2025 -
26. He will be responsible for conducting internal audits of the Companys
operations and ensuring the effectiveness of internal controls and risk management
systems.

As on March 31, 2025, the Board of Directors of the Company comprises five
Directors, with an optimum combination of Executive and Non-Executive Directors,
including one Woman Director and two Independent Directors, in compliance with
the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations.

In accordance with the Articles of Association of the Company and relevant
provisions of the Companies Act, 2013, Mrs. Arunaben Mahendrakumar Shah (DIN:
03144981) is liable to retire by rotation at the ensuing Annual General Meeting. The
Board recommends her re-appointment to the Shareholders.

During the year under review, the following changes occurred in the composition of
the Board:

• Mr. Mahendrabhai Ramniklal Shah (DIN: 03144827) retired by rotation
at the 13 th Annual General Meeting held in 2024 and, being eligible, was re-
appointed by the members.

• Mr. Dinesh Dalchand Hiran (DIN: 07698773) has been re-appointed as an
Independent Director for his second and final term by the shareholders at the
Extra Ordinary General Meeting held on April 29, 2024.

• Mr. Manoharbhai Bharatbhai Chunara (DIN: 07280916), who was
appointed as an Additional Director in the capacity of Independent Director,
was regularized and appointed for a term of five years effective from his
original date of appointment, i.e., October 12, 2023, by the shareholders at
the Extraordinary General Meeting held on April 29, 2024.

Declaration by Independent Director

The Independent Directors of your Company have confirmed that

(a) they meet the criteria of Independence as prescribed under Section 149 of the Act
and Regulation 16 of the SEBI (LODR) Regulations 2015; and

(b) they are not aware of any circumstance or situation, which could impair or impact
their ability to discharge duties with an objective independent judgment and without
any external influence.

Further, in the opinion of the Board, the Independent Directors fulfil the conditions
prescribed under the SEBI (LODR) Regulations 2015 and are independent of the
management of the Company. The Independent Directors have also confirmed that
they have complied with the Companys Code of Conduct.

During the financial year, the Independent Directors did not have any pecuniary
relationship or transactions with the Company, apart from receiving sitting fees,
commission, and reimbursement of expenses, if any, incurred for attending meetings
of the Board and its Committees.

b) Key Managerial Personnel

In accordance with the provisions of Sections 2(51) and 203 of the Companies Act,
2013, read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the following individuals have been designated as the Key
Managerial Personnel (KMP) of the Company:

• Mr. Ritesh Mahendrabhai Sheth - Managing Director and Chief Financial
Officer

• Mrs. Shivani Maharshi Joshi - Company Secretary and Compliance
Officer

During the year under review, the following changes occurred in the Key Managerial

Personnel (KMP) of the Company:

• Mr. Ritesh Mahendrabhai Sheth (DIN: 07100840) was re-appointed as the
Managing Director of the Company for a term of five years with effect from
March 29, 2024. The re-appointment was approved by the shareholders at
the Extraordinary General Meeting held on April 29, 2024.

• Mr. Ritesh Soni resigned from the position of Company Secretary and
Compliance Officer of the Company with effect from the close of business
hours on March 18, 2025.

• Mrs. Shivani Joshi was appointed as the Company Secretary and
Compliance Officer of the Company with effect from March 20, 2025

12. BOARD EVALUATION

Pursuant to Section 134(p) of the Companies Act, 2013, read with Rule 8(4) of the
Companies (Accounts) Rules, 2014, and Regulation 17(10) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Board has conducted an annual
performance evaluation of its own performance, individual Directors, as well as the Board
Committees. The evaluation process involved obtaining inputs from all Directors, assessing
various parameters including Board composition and structure, effectiveness of Board
processes, quality of information provided, and overall functioning of the Board.

Based on the evaluation, the Board is satisfied with the performance of the Directors, the
Board as a whole, and its Committees during the year under review.

13. DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013

The Company has obtained declarations from all its Directors in the prescribed Form DIR-
8, confirming that none of them are disqualified from being appointed or continuing as
Directors in terms of Section 164(2) of the Companies Act, 2013, read with Rule 14(1) of
the Companies (Appointment and Qualification of Directors) Rules, 2014.

Based on the said declarations, the Board of Directors hereby confirms that none of the
Directors on the Board are disqualified from holding office as a Director under the
applicable provisions of the Act.

During the year under review, Ten meetings of the Board of Directors were held. The details
of these meetings, including dates and attendance of Directors, are provided in the Corporate
Governance Report.

The interval between two consecutive meetings was within the statutory limit prescribed
under the Companies Act, 2013.

As part of the corporate governance framework, a meeting of the Independent Directors was
convened on 20th March 2025, in the absence of Non-Independent Directors, the Managing
Director, and members of the management team.

During the meeting, the Independent Directors carried out the following:

Evaluated the performance of Non-Independent Directors and the overall functioning of
the Board;

Considered feedback and perspectives from both Executive and Non-Executive Directors
as part of the review process; and

Reviewed the effectiveness of information flow from management to the Board, including
the quality, adequacy, and timeliness of data provided to support informed decision-making.

This meeting provided an opportunity for Independent Directors to ensure objective
oversight and contribute to the enhancement of the Boards effectiveness and governance
practices.

In line with the principles of sound corporate governance and in compliance with the
provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has constituted the following Committees:

In accordance with the provisions of Regulation 21 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the requirement to constitute a Risk
Management Committee is applicable only to the top 1,000 listed entities based on market
capitalization. As the Company does not fall within this threshold, it is not mandated to
constitute a Risk Management Committee or formulate a formal Risk Management Policy.

However, the Board periodically reviews the key risks impacting the business and ensures
that appropriate measures are in place to mitigate them.

In the opinion of the Board, there are currently no risks that may threaten the existence of
the Company as a going concern.

The details of loans given, guarantees provided, and investments made by the Company, as
covered under the provisions of Section 186 of the Companies Act, 2013, are provided in
the notes to the financial statements for the year under review.

There were no materially significant related party transactions entered into by the Company
with its Promoters, Directors, Key Managerial Personnel, or other related parties that could
have a potential conflict with the interests of the Company at large.

All related party transactions entered during the financial year were in the ordinary course
of business and on an arms length basis. These transactions were placed before the Audit
Committee for prior approval, and before the Board, wherever necessary, in compliance
with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

The particulars of contracts or arrangements with related parties referred to in Section 188(1)
of the Companies Act, 2013, including transactions carried out at arms length under the
third proviso, are disclosed in Form AOC-2, annexed to this Report as Annexure A.

There were no significant and material orders passed by any Regulators, Courts, or
Tribunals during the year under review which would impact the going concern status of the
Company or its future operations.

During the year under review, no applications were filed by or against the Company under
the Insolvency and Bankruptcy Code, 2016, as amended, and no such proceedings are
pending before the National Company Law Tribunal or any other Court.

During the year under review, the Company did not have any funds lying unpaid or
unclaimed for a period of seven years. Accordingly, no amounts were required to be
transferred to the Investor Education and Protection Fund (IEPF) pursuant to the provisions
of the Companies Act, 2013 and the applicable rules made thereunder.

The information on conservation of energy and technology absorption stipulated under
Section 134 (3) (m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014,
is given in Annexure - C forming part of this report.

During the year under review, the Company has not accepted any deposit from the public
within the meaning of chapter V of the Companies Act 2013, and rules framed there under.

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, it is hereby
confirmed that:

a) In the preparation of the annual accounts for the year ended March 31, 2025, the
applicable accounting standards read with requirements set out under Schedule III
to the Act, have been followed and there are no material departures from the same;

b) The Directors 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 as at March 31, 2025 and of
the profit of the Company for the year ended on that date;

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

d) The Directors have prepared the annual accounts on a ‘going concern basis;

e) The Directors have 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 have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(SEBI LODR), the Management Discussion and Analysis, Corporate Governance Report,
and the Practicing Company Secretarys Certificate on compliance with the conditions of
Corporate Governance form integral parts of this Annual Report.

In accordance with Regulation 34 of SEBI LODR, the Management Discussion and
Analysis Report for the financial year ended March 31, 2025, is presented in a separate
section of this Annual Report. The Audit Committee has reviewed the Management
Discussion and Analysis Report during the year.

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
SEBI has mandated the top 1,000 listed entities in India by market capitalization to prepare
the Business Responsibility and Sustainability Report (BRSR). Further, the top 150 listed
entities based on market capitalization are required to undertake reasonable assurance of the
BRSR Core.

The Company does not fall within the prescribed thresholds and, therefore, the preparation
of the BRSR and the Assurance Statement on the BRSR Core are not applicable for the
Company for the financial year under review.

The Company has established a proper and adequate system of internal controls to ensure
that all assets are safeguarded and protected against loss, theft, or unauthorized use or
disposition. These controls also ensure that all transactions are duly authorized, accurately
recorded, and reported in a timely manner.

Furthermore, the Company maintains an effective system to achieve operational efficiency,
optimal and effective utilization of resources, continuous monitoring, and strict compliance
with applicable laws and regulations.

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors of
the Company have reported any instances of fraud as specified under the second proviso to
Section 143(12) of the Companies Act, 2013 (including any statutory modifications or re-
enactments thereof, for the time being in force).

Pursuant to Section 134(3)(q) of the Companies Act, 2013, read with Rule 8(5)(xii) of the
Companies (Accounts) Rules, 2014, the Company has not entered into any One-Time
Settlement (OTS) with banks or financial institutions during the year under review.
Accordingly, no valuation in respect of any OTS was carried out.

The Company has established appropriate systems to ensure compliance with all applicable
Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). The
Board is satisfied that these systems are adequate and are operating effectively.

The Company has adopted a Code of Conduct for Prevention of Insider Trading to regulate
trading in the securities of the Company by its Directors and designated employees. The
Code mandates prior approval for transactions involving the Companys shares and strictly
prohibits the purchase or sale of shares by Directors and designated employees when in
possession of unpublished price-sensitive information or during the closure of the Trading
Window.

The Board of Directors is responsible for overseeing the implementation of this Code. All
Directors and designated employees have confirmed their adherence and compliance with
the provisions of the Code during the year under review.

The members of the Board and Senior Management Personnel have affirmed their
compliance with the applicable Code of Conduct for the financial year ended 31st March
2025. A certificate from the Managing Director & Chief Financial Officer, confirming the
compliance declarations received from Independent Directors, Non-Executive Directors,
and Senior Management, is reproduced as Annexure I of Corporate Governance Report.

The Company has established a Whistle blower Mechanism that enables employees to report
concerns related to unethical behaviour, actual or suspected fraud, or violations of the
Companys Code of Conduct, Code of Conduct to Regulate, Monitor and Report Trading
by Insiders, and Code of Fair Disclosures. Employees can approach the Management
directly, or in cases involving Senior Management, report their concerns to the Audit
Committee.

This policy has been effectively communicated across the organization and is also available
on the Companys website to ensure transparency and accessibility.

The Company has implemented an Anti-Sexual Harassment Policy in accordance with the
provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013. During the financial year ended 31st March 2025, no complaints
of sexual harassment were received by the Company.

The information required under Section 197(12) read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith
and forms part of this Report as Annexure B.

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Rule 9 of
the Companies (Accounts) Rules, 2014, the requirements relating to Corporate Social
Responsibility (CSR) are not applicable to the Company for the financial year 2024-25.

Accordingly, the Company was not required to undertake or report any CSR initiatives
during the year under review.

The Company remains committed to complying with applicable CSR provisions and shall
ensure timely implementation and disclosure of relevant activities as and when the CSR
requirements become applicable in the future.

The Company remains steadfast in its commitment to robust corporate governance and
adherence to regulatory requirements. During the financial year under review, the Board of
Directors undertook a comprehensive review and update of all applicable policies to align
with the latest amendments under the Companies Act, 2013, and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

These updates were implemented to ensure that the Companys internal governance
frameworks remain current, effective, and aligned with evolving statutory mandates and
industry best practices.

During the year under review, the Board of Directors approved the issuance of equity shares
through a Rights Issue at its meeting held on December 12, 2024. In connection with this,
the Company has filed the Draft Letter of Offer with the BSE for prior approval, which is
currently under process.

Your Directors wish to express their sincere appreciation for the dedication and commitment
demonstrated by the employees of the Company throughout the year. The Directors also
gratefully acknowledge the continued support and cooperation extended by the promoters,
shareholders, bankers, business associates, vendors, government authorities, and customers,
which has been instrumental in the Companys progress.