Darshan Orna Ltd Directors Report

To Dear Members,

The Directors have pleasure in presenting Fifteenth Annual Report of Darshan Orna Limited (Company or DOL) along with the Standalone Audited Statement of Accounts for the financial year ended 31st March 2026.

1. FINANCIAL RESULTS

(Rs. in lakhs)

Particulars	2025-2026	2024-2025
Revenue from Operations	7148.51	2168.78
Other Income	0.54	81.25
Total Income	7149.05	2250.03
Operating Expenditure	7054.15	2186.97
Profit before finance cost, depreciation and amortization (PBITDA)	94.90	63.06
Less: Finance Cost	6.45	6.21
Less: Depreciation/Amortization	0.30	0.23
Profit before tax	88.16	56.62
Current/Deferred Tax Expenses	23.02	10
Net Profit after tax	65.13	46.62
Other comprehensive income/(expenses) (net of tax)	-	342.98
Total Comprehensive Income	65.13	389.59

2. FINANCIAL PERFORMANCE

During the financial year ended March 31, 2026, the Company delivered a strong financial performance, driven by significant growth in business operations. Revenue from Operations increased substantially to 7,148.51 lakhs as against 2,168.78 lakhs in the previous year, registering a growth of approximately 230%.

Total Income for the year stood at 7,149.05 lakhs compared to 2,250.03 lakhs in FY 2024-25. Operating Expenditure increased to 7,054.15 lakhs from 2,186.97 lakhs, in line with the higher scale of operations.

Profit before Finance Cost, Depreciation and Amortization (PBITDA) improved to 94.90 lakhs as against 63.06 lakhs in the previous year. After accounting for Finance Cost of 6.45 lakhs and Depreciation/Amortization of 0.30 lakhs, the Company reported a Profit Before Tax (PBT) of 88.16 lakhs compared to 56.62 lakhs in FY 2024-25.

The tax expense for the year amounted to 23.02 lakhs as against 10.00 lakhs in the previous year. Consequently, the Net Profit After Tax (PAT) increased to 65.13 lakhs from 46.62 lakhs, reflecting a growth of approximately 40%.

The Directors are pleased with the Companys operational and financial performance during the year and remain focused on strengthening business growth, improving profitability, and creating sustainable value for all stakeholders.

3. RESERVES

During the year under review, Company do not propose transfer of any amount to the General Reserves. Full amount of net profit is carried to Reserve & Surplus account of the Company.

4. DIVIDEND

After taking into consideration the Companys financial performance, future growth plans, liquidity position, and overall funding requirements, the Board of Directors has not recommended any dividend for the Financial Year 2025 26.

Further, pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to the Dividend Distribution Policy are not applicable to the Company.

5. SHARE CAPITAL

As on March 31^st, 2026, the companys paid up share capital stood at Rs.

20,01,17,340 consisting of 10,00,58,670 equity shares of Rs. 2 each.

The Authorised Share capital of the company was increased from Rs. 10,01,00,000/- (Rupees Ten Crore One Lakhs only) divided into 5,00,50,000 (Five Crore Fifty Thousand) equity shares of Rs. 2/- (Rupees Two only) each to Rs. 20,20,00,000/- (Rupees Twenty Crore Twenty Lakhs only) divided into 10,10,00,000 (Ten Crore Ten Lakhs equity shares of Rs. 2/- (Rupees Two only) each in 14th Annual General Meeting held on Saturday, 27th September 2025. During the reporting period, the Company has issued 5,00,29,335 equity shares on Rights basis at a price of Rs. 3/- per share (including premium of Rs.1/- each), aggregating to Rs. 1500.88 Lakhs.

The brief details of capital structure are as under:

Particulars	No of Shares	Share Capital in Rs.
Authorized Capital as on March 31st 2025	5,00,50,000	10,01,00,000
Addition	5,09,50,000	10,19,00,000
Authorized Capital as on March 31st 2026	10,10,00,000	20,20,00,000
Paid up Capital as on March 31st 2025	5,00,29,335	10,00,58,670
Right Issue (1:1) *	5,00,29,335	10,00,58,670
Paid up Capital as on March 31st 2026	10,00,58,670	20,01,17,340

* The equity shares allotted ranked pari-passu with the existing equity shares of the Company.

The entire Paid-up Equity Share Capital of the Company is listed at BSE Limited.

6. SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES

During the financial year under review, the Company did not have any Subsidiary, Joint Venture, or Associate Company as defined under the Companies Act, 2013. Accordingly, the requirement to file Form AOC-1 under Section 129(3) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, is not applicable to the Company.

7. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of the business of the Company during the financial year under review.

8. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes or commitments that have impacted, or are likely to impact, the financial position of the Company from the close of the financial year up to the date of this Report.

9. ANNUAL RETURN

In accordance with Sections 92 and 134 of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Company has made its Annual Return available on its website www.darshanorna.in.

Stakeholders, including shareholders and investors, can access the Annual Return online, ensuring transparency, ease of reference, and compliance with statutory requirements. -.

10. AUDITORS

a) Statutory Auditors

M/s. Shah Karia & Associates (ICAI Firm Registration No. 131546W), Chartered Accountant, were appointed 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 at the 14th Annual General Meeting of the company held on 27th September, 2025.

However after the closure of Financial year M/s. Shah Karia & Associates has tendered their resignation from the position of Statutory Auditor and M

/S P H Shah and Co. [FRN:0115464W] has been appointed as Statutory Auditor for a period of 5 years commencing from 2026-27 to 2030-31 in the Board Meeting held on 01^st September, 2026 and the same is subject to approval of Members.

M /S P H Shah and Co. [FRN:0115464W] have confirmed that they meet the eligibility criteria and are not disqualified under the provisions of the Companies Act, 2013 for appointment as Statutory Auditors of the Company.

Audit Report

The Board of Directors is pleased to report that the Statutory Auditors have issued an unmodified opinion on the Standalone Financial Statements of the

Company for the financial year ended 31st March, 2026. The Auditors

Report does not contain any qualifications, reservations, adverse remarks, or disclaimers.

Further, the Notes to the Financial Statements, as referred to in the Auditors

Report, are self-explanatory and do not call for any additional clarification under Section 134(3)(f) of the Companies Act, 2013.

b) Secretarial Auditors

In accordance with the provisions of Section 204 of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company appointed M/s Neelam Somani & Associates, Practicing Company Secretaries, as the Secretarial Auditor for a first term of five consecutive financial years, commencing from the Financial Year 2025 26 to 2029 30, at the 14th Annual General Meeting of the Company held on 27th September, 2025.

However after the closure of financial year, M/s. Neelam Somani & Associates has tendered her resignation due to personal reason.

The Company has appointed M/s. SS Lunkad and Associates as Secretarial Auditor of the Company for a period of 5 Years commencing from FY 2026-27 to 2030-31.

M/s. SS Lunkad and Associates has provided its consent to act as the Secretarial Auditors and has confirmed that, if appointed, their engagement would be within the limits prescribed under the Companies Act, 2013, the rules framed thereunder, and the Listing Regulations. They have also confirmed that they are not disqualified from being appointed as Secretarial Auditors under the applicable provisions of the Companies Act, 2013, the relevant rules, and the Listing Regulations.

The Secretarial Audit for the financial year 2025 26 has been conducted in accordance with the applicable provisions and professional standards. The report of the Secretarial Auditor is annexed to this Directors Report as

Annexure-F and forms an integral part of this Report.

Secretarial Audit Report

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 2025-26. The report of Secretarial Auditor for the financial year 2025-26 is annexed herewith marked as Annexure F to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

c) Cost Auditor

In accordance with the provisions of sub-section (1) of Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, as applicable, the Company is not required to maintain cost records.

The Board confirms that, based on the nature of the Companys business activities during the financial year 2025 26, there is no obligation under the Act or the applicable rules to maintain such records. d) Internal Auditor

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 reappointed by the board of directors as the Internal Auditor of the Company for five Financial Years from 2026 - 27 and 2030 31. He will be responsible for conducting internal audits of the Companys operations and ensuring the effectiveness of internal controls and risk management systems.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Directors

As of March 31, 2026, the Board of Directors of the Company comprises five members, including two Executive Directors, one Non-Executive Non-Independent Director, and two Non-Executive Independent Directors. The composition of the Board aligns with the requirements of the Companies Act, 2013, and the SEBI Listing Regulations, ensuring a balanced mix of executive and non-executive perspectives to facilitate effective governance. The Board is committed to upholding high standards of corporate governance, transparency, and accountability in its oversight of the Companys strategic and operational decisions. Comprehensive details regarding the Board and Committee composition, the tenure and independence of Directors, attendance at meetings, and other relevant disclosures are provided in the Corporate Governance Report, which forms an integral part of this Integrated Annual Report.

Re-appointment of Director(s) retiring by rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013, the Rules framed thereunder, and the Articles of Association of the Company, Mr. Mahendrabhai Ramniklal Shah (DIN: 03144827) is liable to retire by rotation at the forthcoming Annual General Meeting. Being eligible, he has offered himself for re-appointment.

The Board, having considered his contributions and performance, recommends the re-appointment of Mr. Mahendrabhai Ramniklal Shah as a Director for the approval of the shareholders. Detailed information regarding his profile, expertise, and other disclosures, as required under Secretarial Standard-2 and Regulation 36 of the SEBI Listing Regulations, has been provided in the Notice of the ensuing Annual General Meeting.

Appointment/Cessation/Change in Designation of Directors:

During the year under review, there were no changes in the composition of the Board of Directors. Mrs. Arunaben Mahendrakumar Shah (DIN: 03144981), who retired by rotation at the 14th Annual General Meeting held in 2025, being eligible, was re-appointed by the members. The Board acknowledges her valuable contributions and continued guidance, which support the Companys strategic objectives and corporate governance framework.

Declaration from Independent Directors

The Company has received declarations from all the Independent Directors of your Company that:

(a) they meet the criteria of Independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) 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

Pursuant to 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 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

However, after the closure of financial year Mrs. Shivani Joshi has resigned from the post of Company Secretary and Compliance officer w.e.f. 23^rd July, 2026.

12. COMMITTEES OF BOARD

In compliance with the provisions of the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted various statutory Committees to strengthen governance and ensure effective oversight. As on March 31^st, 2026 the Committees formed are as under:

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

Sexual Harassment Committee

Each Committee operates under the terms of reference as prescribed under the applicable statutes and regulations, and reports to the Board on its activities and recommendations, thereby facilitating transparent and efficient governance.

Comprehensive information regarding the terms of reference, composition, and the number of meetings held during the financial year for all statutory Committees of the Company is provided in the Corporate Governance Report, which constitutes an integral part of this Integrated Annual Report. These disclosures underscore the Companys commitment to transparency, accountability, and adherence to the highest standards of corporate governance.

13. MEETINGS OF THE BOARD

During the financial year under review, the Board of Directors of the Company convened Nine (9) meetings, ensuring that the interval between consecutive meetings did not exceed 120 days, in strict compliance with the provisions of Section 173 of the Companies Act, 2013, and Regulation 17(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board meetings were structured to facilitate comprehensive oversight of the Companys strategic direction, financial performance, risk management, and regulatory compliance. Each meeting included detailed discussions on key operational, financial, and governance matters, ensuring that the Board discharged its fiduciary duties effectively and in the best interest of stakeholders.

A detailed record of the Board meetings held during the year, along with the attendance of each Director, is provided in the Corporate Governance Report, which forms an integral part of this Integrated Annual Report.

14. INDEPENDENT DIRECTORS MEETING

In accordance with Schedule IV of the Companies Act, 2013, and the corporate governance practices adopted by the Company, a meeting of the Independent Directors was held on 14th February 2026. The meeting was conducted in the absence of Non-Independent Directors, the Managing Director, and other members of the management team, in order to facilitate independent and objective deliberations.

During the meeting, the Independent Directors:

Conducted a structured evaluation of the performance of Non-Independent Directors and assessed the overall effectiveness and functioning of the Board;

Reviewed feedback and perspectives from both Executive and Non-Executive Directors to ensure a comprehensive and unbiased assessment;

Examined the adequacy, quality, and timeliness of information provided by the management to the Board, ensuring that Directors are equipped to make well-informed decisions;

Assessed the effectiveness of the Boards governance practices and recommended measures to strengthen accountability, transparency, and decision-making processes.

The meeting enabled Independent Directors to exercise their oversight responsibilities effectively, ensuring that the Board functions in alignment with regulatory requirements, good governance principles, and the long-term interests of the Company and its stakeholders.

15. BOARD EVALUATION

The Board, in line with its commitment to good corporate governance and regulatory requirements, carried out a comprehensive annual evaluation of its own performance, the functioning of its Committees, and the contributions of individual Directors. This evaluation was conducted under the formal mechanism adopted by the Board to ensure a structured and objective review process.

The Nomination and Remuneration Committee ("NRC") oversaw the evaluation of all Directors, while the Independent Directors conducted a separate assessment of the Chairman, Non-Independent Directors, the Board as a whole, and its Committees. The evaluation process examined multiple dimensions of Board effectiveness, including the alignment of composition and expertise with strategic priorities, the execution of statutory and fiduciary responsibilities, the quality and timeliness of decision-making, and the constructive engagement of Directors in Board deliberations. The outcome of the evaluation reflected a high level of commitment, proactive participation, and effective governance by the Board, its Committees, and the senior leadership team. The recommendations emerging from the evaluation were deliberated during the Independent Directors meeting, as well as at the NRC and Board meetings held on 14th February 2026. These recommendations have been adopted to further enhance the operational efficiency, oversight capability, and overall effectiveness of the Board and its Committees, reinforcing the Companys commitment to transparency, accountability, and best practices in corporate governance.

16. FAMILIARISATION PROGRAMME FOR DIRECTORS

The Company has established a structured and comprehensive Familiarisation Programme for all Directors, including Independent Directors, to ensure they are fully informed about the Companys operations, strategic priorities, governance framework, and the industry and regulatory environment in which it operates. The programme is designed to enable Directors to understand their statutory, fiduciary, and ethical responsibilities, exercise independent judgment, and contribute meaningfully to the Boards strategic oversight and decision-making.

The Familiarisation Programme equips Directors with in-depth knowledge of the

Companys business model, operational and financial processes, risk management framework, regulatory compliance requirements, emerging market and industry trends, and corporate governance practices. By enhancing the Directors understanding of the Companys objectives, challenges, and opportunities, the programme strengthens the Boards collective expertise, supports informed decision-making, and reinforces the Companys commitment to transparency, accountability, and sustainable long-term value creation for stakeholders. The Company remains committed to ensuring that all Directors, particularly Independent Directors, are well-equipped with the necessary knowledge and information to effectively discharge their duties and add value to Board deliberations.

Further details of the familiarisation programme are available on the Companys website at: www.darshanorna.co.in

17. DIRECTORS RESPONSIBILITY STATEMENT

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 financial statements for the year ended March 31, 2026, 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, 2026 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.

18. DECLARATION OF THE DIRECTORS ON THE CODE OF CONDUCT

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 2026. 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.

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

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

Based on the declarations received, the Board of Directors affirms that, as of the date of this report, none of the Directors are disqualified from holding office under the applicable provisions of the Companies Act, 2013. This underscores the Boards adherence to statutory requirements and commitment to maintaining the highest standards of corporate governance.

20. RISK MANAGEMENT

Pursuant to 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 statutorily required to constitute a separate Risk Management Committee or adopt a formal Risk Management Policy.

Nevertheless, the Board of Directors periodically reviews the key business risks and ensures that appropriate mitigation measures are in place. This oversight covers strategic, operational, financial, and regulatory risks, thereby ensuring that risk management remains an integral part of the Companys governance framework.

Based on its assessment, the Board is of the opinion that there are currently no risks that may materially threaten the existence of the Company as a going concern. This reflects the Companys proactive approach to identifying and managing risks in alignment with prudent corporate governance practices.

21. PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND

INVESTMENTS

Pursuant to Section 186 of the Companies Act, 2013, and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time ("Listing Regulations"), the disclosures relating to Loans, Guarantees, and Investments are provided in the financial statements.

22. RELATED PARTY TRANSACTIONS

During the financial year under review, the Company did not engage in any materially significant transactions with its Promoters, Directors, Key Managerial Personnel, or other related parties that could give rise to a potential conflict of interest with the Company.

All related party transactions undertaken were in the ordinary course of business and conducted on an arms length basis, in accordance with the provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, and the Companys Related Party Transactions Policy. These transactions were placed before the Audit Committee for prior approval and, where applicable, reported to the Board of Directors, ensuring robust oversight and regulatory compliance.

In compliance with Section 188(1) of the Companies Act, 2013, the particulars of contracts or arrangements with related parties, including those executed at arms length under the third proviso, are provided in Form AOC-2, annexed to this

Report as Annexure A. The Companys Policy on Related Party Transactions, as approved by the Board and the Audit Committee, is also available on the Companys website at www.darshanorna.in, reinforcing the principles of transparency and governance.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

OR COURTS OR TRIBUNAL

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.

24. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

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.

25. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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.

26. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, the details relating to the conservation of energy and technology absorption undertaken by the Company are provided in Annexure C to this Report. These disclosures reflect the Companys ongoing focus on energy efficiency, sustainable practices, and adoption of technological innovations to enhance operational effectiveness and reduce environmental impact.

27. PUBLIC DEPOSITS

During the financial year under review, the Company did not accept any deposits from the public within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014, and other applicable rules framed thereunder.

28. MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis (MD&A) for the financial year ended March 31, 2026, is presented in a separate section of this Integrated Annual Report.

The MD&A provides a comprehensive overview of the Companys financial performance, operational highlights, business environment, industry trends, opportunities, risks, and key initiatives undertaken during the year.

The Audit Committee has reviewed the MD&A to ensure the accuracy, completeness, and transparency of the information presented, in line with regulatory requirements and good corporate governance practices.

29. CORPORATE GOVERNANCE

The Company is committed to upholding the highest standards of corporate governance, promoting transparency, accountability, and ethical business practices across all levels of the organization. In line with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Corporate Governance Report has been prepared and forms part of this Integrated Annual Report. The Report is accompanied by a certificate from a Practicing Company Secretary, validating the Companys adherence to the prescribed governance norms.

To reinforce ethical conduct and responsible decision-making, the Company has instituted a robust Code of Conduct applicable to all Directors and senior management personnel. Each member has provided a formal affirmation of compliance, reflecting the Companys unwavering commitment to integrity, professionalism, and sound corporate governance practices. These measures collectively ensure that governance principles are embedded in the Companys operations and strategic decision-making processes.

30. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the preparation of a Business Responsibility and Sustainability Report (BRSR) is mandatory for the top 1,000 listed companies in India based on market capitalization. Additionally, entities among the top 150 are required to obtain reasonable assurance on the BRSR Core.

For the financial year under review, the Company does not meet these thresholds. Consequently, the preparation of a BRSR and the assurance of its Core is not applicable. The Company, however, remains committed to sustainable business practices and responsible corporate conduct, and will adopt the necessary reporting measures whenever mandated under applicable regulations.

31. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has established a comprehensive and adequate system of internal controls to safeguard its assets against loss, theft, or unauthorized use or disposition. These controls are designed to ensure that all transactions are properly authorized, accurately recorded, and reported in a timely and transparent manner, in accordance with applicable accounting standards and regulatory requirements.

In addition, the Company maintains an effective internal control framework to support operational efficiency, ensure optimal utilization of resources, and facilitate continuous monitoring of processes. This system also ensures strict compliance with all applicable laws, regulations, and corporate policies, thereby reinforcing the integrity of financial reporting and supporting the overall governance framework of the Company.

32. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

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).

33. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION

DONE AT THE TIME OF ONE TIME SETTLEMENT (OTS) AND THE VALUATION DONE WHILE TAKING LOAN.

In compliance with Section 134(3)(q) of the Companies Act, 2013, read with Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014, the Company did not enter into any One-Time Settlement (OTS) arrangements with banks or financial institutions during the financial year under review. Consequently, no valuations or related assessments in respect of any OTS were undertaken during the year.

34. SECRETARIAL STANDARDS

The Company has implemented robust systems and processes to ensure full compliance with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). After due review, the Board is satisfied that these systems are adequate, effective, and consistently operational, thereby ensuring adherence to prescribed standards of corporate governance and secretarial practices.

35. PREVENTION OF INSIDER TRADING

The Company has implemented a comprehensive Code of Conduct for Prevention of Insider Trading ("PIT Code") in accordance with the SEBI (Prohibition of Insider

Trading) Regulations, 2015, to regulate, monitor, and report trading in the

Companys securities by designated persons and their immediate relatives.

The PIT Code establishes clear procedures to be followed by designated persons when trading in the Companys shares and handling Unpublished Price Sensitive Information (UPSI). It also outlines the Companys obligations to maintain a digital database, prevent insider trading, safeguard UPSI, and ensure awareness among employees regarding the sensitivity of such information.

Further, the PIT Code prescribes mechanisms for fair and timely disclosure of UPSI, thereby strengthening transparency and compliance with applicable laws. The complete Code is accessible on the Companys website

36. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has instituted a comprehensive Whistle-blower Mechanism, in accordance with Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to enable employees and Directors to report concerns regarding unethical conduct, actual or suspected fraud, or any violations of the Companys Codes of Conduct, including the Code to Regulate, Monitor, and Report Trading by Insiders and the Code of Fair Disclosures.

Employees are encouraged to report their concerns directly to the Management. In cases involving Senior Management, or where the employee prefers, concerns can be reported directly to the Audit Committee, including the Chairperson, in exceptional circumstances. The mechanism ensures confidentiality, protection from victimization, and a secure channel for reporting genuine concerns, thereby fostering a culture of transparency and accountability.

The Whistle-blower Policy has been effectively communicated across the organization and is also accessible on the Companys website, reinforcing the Companys commitment to ethical conduct, corporate governance, and a safe reporting environment without fear of retaliation.

37. PREVENTION OF SEXUAL HARASSMENT

The Company has formulated and implemented a robust Anti-Sexual Harassment Policy in compliance with the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The policy provides a framework to prevent, prohibit, and address any complaints of sexual harassment at the workplace, ensuring a safe and respectful environment for all employees.

During the financial year ended 31st March 2026, the Company did not receive any complaints of sexual harassment, reflecting the effectiveness of its preventive measures and the commitment to maintaining a workplace culture grounded in dignity, respect, and zero tolerance for harassment.

38. PARTICULARS OF EMPLOYEES

In accordance with Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details relating to: the percentage increase in remuneration of Directors and Key Managerial Personnel (KMP) during the financial year, and the ratio of the remuneration of each Director and KMP to the median remuneration of employees are provided in Annexure B to this Report. These disclosures have been prepared to ensure transparency and compliance with statutory requirements, reflecting the Companys commitment to fair and equitable remuneration practices.

39. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013, read with Rule 9 of the Companies (Accounts) Rules, 2014, the provisions relating to Corporate Social Responsibility (CSR) were not applicable to the Company for the financial year 2025 26. Accordingly, the Company was not required to undertake any CSR activities or report on CSR initiatives during the year under review.

Notwithstanding this, the Company remains committed to responsible business practices and shall ensure full compliance with the applicable CSR provisions in the future. When the CSR requirements become applicable, the Company will implement appropriate initiatives and provide timely disclosure of such activities in accordance with statutory and regulatory requirements.

40. COMPANY POLICIES

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 with the latest amendments under the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The policies are available for reference under the "Codes, Policies & Others" section within the "Investor" tab on the Companys website: www.darshanorna.co.in

41. MATERNITY BENEFIT ACT, 1961 COMPLIANCE STATEMENT

The Company is committed to providing a safe, supportive, and inclusive workplace for all employees. During the financial year, the Company complied with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. Eligible employees were provided maternity benefits and related facilities in accordance with the applicable legal requirements.

42. ACKNOWLEDGMENT

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.

For and on behalf of the Board of Directors

SD/-

RITESH MAHENDRABHAI SHETH

MANAGING DIRECTOR

DIN: 07100840

Ahmedabad

01, September, 2026