Darshan Orna Ltd

Secretarial Auditor Appointment

• Secretarial auditor appointed: M/s SS Lunkad and Associates for five consecutive financial years from 2026-27 to 2030-31.
• Effective date of appointment: 01.09.2026; AGM approval on 25.09.2026.
• Reason for change: Appointment of secretarial auditor.
• Brief profile: Over 5 years of post-qualification experience in secretarial and legal matters.

AGM Details

• AGM held on 25-09-2026 via VC/OAVM; 01:00 PM to 01:22 PM.
• Record date 18-09-2026; last date for postal ballot receipt 25-09-2026.

Resolutions & Outcomes

• Adoption of Audited Standalone Financial Statements for year ended 31 March 2026; passed.
• Re-appointment of Mahendrabhai Ramniklal Shah, Director retiring by rotation; passed.
• Appointment of M/s P H Shah & Co as Statutory Auditors; passed.
• Appointment of M/s SS Lunkad & Associates as Secretarial Auditors; passed.

Voting & Scrutiny Details

• Total votes polled: 70,343,880; approvals above 99.999% in favour.
• Scrutinizer: CS Sushmita Lunkad; report date 29-09-2026; conducted via VC/OAVM.

AGM Details

• AGM held 25 Sep 2026, 1:00–1:22 PM, via VC/OAVM.
• Cut-off for members: 18 Sep 2026; shareholders: 22,649.
• Remote e-voting: 21–24 Sep 2026; on AGM voting available.

Resolutions

• Adoption of audited standalone financial statements (ordinary).
• Re-appointment of Mahendrabhai Ramniklal Shah by rotation (ordinary).
• Appointment of M/s P H Shah & Co as statutory auditors (ordinary).
• Appointment of M/s SS Lunkad & Associates as secretarial auditors (ordinary).

Voting status

• Results to be declared later; submitted to BSE within 2 working days.
• No registered speakers for views at the AGM.

Auditors/Reports

• Statutory and Secretarial Auditor reports for FY2025-26 had no qualifications.

Director changes

• Re-appointment of Shah by rotation; no other director changes reported.

Other governance

• Chairman stated voting process was fair and transparent; proceedings concluded at 1:22 PM.

Darshan Orna Limited: Trading Window closed from October 1, 2026 for the quarter and half-year ended September 30, 2026 unaudited results; will reopen 48 hours after the declaration of the Unaudited Financial Results.

Financial highlights

• Revenue from operations: ₹7,148.51 lakhs (FY25-26).
• Total income: ₹7,149.05 lakhs; prior year ₹2,250.03 lakhs.
• PBITDA: ₹94.90 lakhs; PAT: ₹65.13 lakhs; PBT: ₹88.16 lakhs.
• PBT margin approx 1.23%.
• EPS (basic): ₹0.07.
• Dividend declared: Not declared for FY2025-26.
• Five-year revenue growth: 446% cumulative.
• Rights issue proceeds: ₹1,500.88 lakhs utilized.
• Debt position: bank overdraft ₹92.20 lakhs; cash ₹90.93 lakhs.
• Net cash from operating activities: ₹-143.69 lakhs.

Capital structure & equity

• Authorized capital increased to 10,10,00,000 equity shares of ₹2 each (₹20.20 crores).
• Rights issue: 50,029,335 equity shares issued at ₹3 each (₹1,500.88 lakhs).
• Paid-up capital after rights: ₹20.01 crores (10,00,58,670 shares).
• Promoters and promoter group hold material stakes; equity fully listed on BSE.
• Authorized and paid-up capital details disclosed in annual report.

Operations & performance

• Single segment: retail and wholesale of gold, silver bullion and jewellery.
• FY2025-26 revenue growth ~230% year-on-year; strong market penetration.
• Inventory management disciplined; strengthened vendor networks.
• Digital initiatives: mobile app launched; retail app planned.
• Nine board meetings; extensive governance and oversight documented.

Governance & audit

• Statutory auditors: M/s P H Shah and Co appointed for five years from 2026-27 (subject to members’ approval).
• Previous statutory auditor Shah Karia & Associates tendered resignation post-year-end.
• Secretarial auditors: M/s SS Lunkad and Associates appointed for five years.
• Board of five directors; two independent; independent director meeting held Feb 14, 2026.
• Statutory audit: unmodified opinion on standalone financial statements.

Strategy & digital initiatives

• Rights issue strengthens capital base for growth and working capital.
• Launch of Darshan Orna mobile app; digital trading platform for gold and silver.
• Retail sales app planned to expand customer reach and engagement.
• Focus on expanding digital capabilities, customer experience, and operational efficiency.

Risks & outlook

• Commodity price volatility affects revenue and margins.
• Import duties and regulatory changes impact input costs.
• Intense competition in organised jewellery retail landscape.
• Substitution risk from lab-grown diamonds and alternative metals.
• Regulatory compliance and currency movements require ongoing management.

Shareholding & liquidity

• Dematerialised shareholding ~99%; NSDL 79.3%, CDSL 20.0%, physical 0.72%.
• Promoter group and related entities hold substantial stake; Kriyansh Gold Pvt Ltd 18.97%.
• Rights issue completed; funds used per plan with no deviations.
• BSE listing status: equity listed; annual listing fees paid.
• Investor relations and disclosures aligned with SEBI LODR requirements.