Ashram Online.com Ltd

Dear Stakeholders,

Your Directors have pleasure in presenting the 33^rd Director's Report of M/s. Ashram online.com Limited (The Company) and along with it, the Audited Financial statements for the Financial year ended 31^st March 2024.

The financial results of the Company for the year ended 31st March 2024 is summarized below:

During the financial year 2023 - 2024, your Company has incurred a profit / (Loss) of Rs. (12.29) Lakhs as compared to the profit / (Loss) of Rs. (25.26) Lakhs incurred in previous year 2022 - 2023.

The Board of Directors wish to conserve the profit for future development and expansion and hence have not recommended any dividend for the financial year

2023 - 2024

The provisions of Section 125 (2) of the companies Act, 2013 do not apply as there was no dividend declared and paid last year.

Due to loss the Company has abstained from transfer to any reserves other than statutory transfers.

There is no change in the nature of business of your company during the year under review

There are no material changes and commitments effecting the financial position of the company which have occurred between end of the financial year of the company to which the financial statements relate and the date of report.

The Company has given loan of Rs. 20.00 lacs during the F.Y. 2023 ? 2024 under the provisions of Section 186 of the Companies Act, 2013 and has been disclosed in the Note No. I (e) of the Financial Statements, forming a part of this Annual Report. The Company has not given any guarantee during the financial year 2023 - 2024.

The Company has neither accepted nor renewed any fixed deposits during the year. There are no outstanding or unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2024.

10. Directors and Key Managerial Personnel, Board Composition and Independent Directors

A. Directors and Key Management Personnel

There has been no change in the constitution of Board during the year under review i.e. the structure of the Board remains the same.

11. Appointment / Re ? Appointment of Directors

In accordance with the provisions of section 152 of the companies Act 2013 and the Articles of Association of the Company, Mrs. Sangita Tatia Whole Time Director of the Company and Mr. Tatia Jain Pannalal Sampathlal, Non-executive Directors of your Company, are liable to retire by rotation at the AGM and, being eligible, have offered themselves for re-appointment. Brief profiles of Mrs.

Sangita Tatia and Mr. Tatia Jain Pannalal Sampathlal, are provided in the Corporate Governance Report

12. Key Management Personnel of the Company Are As Under

The following persons have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Independent Directors of the Company have submitted declaration of Independence confirming that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013 and Listing Regulations.

All the Independent Directors of the Company have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the management. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

Your Company has no subsidiaries or joint ventures. There are also no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 (“Act”). Further during the year, no company has become or ceased to be its subsidiaries joint ventures or associate companies.

The Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”) stipulate the evaluation of the performance of the Board, its Committees, Individual Directors and the Chairperson. The Company has formulated a Policy for performance evaluation of the Independent Directors, the Board, its Committees and other individual Directors which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors.

The evaluation framework for assessing the performance of Directors comprises various key areas such as attendance at Board and Committee Meetings, quality of contribution to Board discussions and decisions, strategic insights or inputs regarding future growth of the Company and its performance, ability to challenge views in a constructive manner, knowledge acquired with regard to the Company's business/activities, understanding of industry and global trends, etc.

The evaluation involves self-evaluation by the Board Member and subsequent assessment by the Board of Directors. A member of the Board will not participate in the discussion of his/her evaluation. Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of the Directors individually (including Independent Directors). The evaluation process was based on the affirmation received from the Independent Directors that they met the independence criteria as required under the Companies Act, 2013, and the Listing Regulations.

A separate exercise was carried out by the Nomination and Remuneration Committee of the Board to evaluate the performance of individual Directors who were evaluated on several parameters such as level of engagement and contribution, independence of judgment safeguarding the interest of the Company and its minority shareholders and knowledge acquired with regard to the Company's business/activities.

The performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation of the Chairman of the Company was also carried out by the Independent Directors, taking into account the views of the Executive Directors and Non-Executive Directors.

The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Director being evaluated.

The outcome of the Board Evaluation for the Financial Year 2023- 2024 was discussed by the Nomination and Remuneration Committee and the Board at their respective meetings held in May 2024. Qualitative comments and suggestions of Directors were taken into consideration by Chairman of the Board and Chairman of the Nomination and Remuneration Committee. The Directors have expressed their satisfaction with the evaluation process. Details of the policy on evaluation of Board's performance is available on the Company's website at www.ashramonline.in

Pursuant to the amendment in SEBI Listing Regulations, during the year under review, Audit Committee has approved amendments to the existing Related Party Transactions Policy of the Company including the limits that will constitute material modification of an approved RPT, and the same is available on the Company's website, www.ashramonline.in.

All related party transactions during F.Y. 2023 - 2024 were in the ordinary course of business and at arm's length terms. During FY 2023 - 2024, Audit Committee has reviewed on quarterly basis, the related party transactions of the Company against the omnibus approval accorded by Audit Committee.

During F.Y. 2023 - 2024, The particulars of contracts or arrangements with related parties referred to in Section 188(1) and applicable rules of the Companies Act, 2013, in Form AOC-2, are provided as an “Annexure ? 1” to this report.

Related party transactions during F.Y. 2023 - 2024, were in compliance with the Companies Act, 2013, SEBI Listing Regulations and Accounting Standards and are disclosed in the notes forming part of the financial statements.

Further, the Company has not entered into any other transaction of a material nature with the Promoters, Directors, Key Managerial Personnel or their relatives etc. that may have potential conflict with the interests of the Company.

In compliance with the Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, a detailed analysis of the Company's performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report. ? “Annexure ? 2”

The Nomination and Remuneration Policy is in place laying down the role of NRC, criteria of appointment, qualifications, term / tenure, etc. of Executive Directors & Independent Directors, annual performance evaluation, remuneration of Executive Directors, Non-Executive/ Independent Directors, Key Managerial Personnel and Senior Management, and criteria to determine qualifications, positive attributes and independence of Director. NRC policy is available on the Company's website, at www.ashramonline.in.

As stipulated by Section 149 read with Schedule IV, Part III of the Companies Act, 2013 and Regulation 25 of the Listing Regulations, The Company has formulated a policy on ‘familiarization programme for independent directors' Further, the Company also familiarizes its Independent Directors on their roles, rights, responsibilities, nature of the industry in which the Company operates, business model of the Company, etc. The familiarization programme for Independent Directors is disclosed on the Company's website at www. ashramonline. in

During the year under review, the Company has not obtained any registration/ license / authorization, by whatever name called from any other financial sector regulators.

Five (5) meetings of the Board of Directors of the Company were held during the year. The requisite quorum was present for all the Meetings. The intervening gap between the Meetings was within the period prescribed under the companies act, 2013, for detailed information on the Meetings of the Board and its Committees,

Please refer to the Corporate Governance Report, which forms part of this Annual Report.

The Company has been adopting the policies and requirements as mandated under various statutes to the extent and as far as possible and shall always strive to abide by the laws and by- laws as applicable.

Pursuant to the requirement of Section 134(5) of the Companies Act 2013, the Directors hereby confirm:

a. That in the Preparation of Annual Financial statements for the financial year ended 31^st March 2024, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b. That they 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 the Financial Year and of the Profit or Loss of the Company for that period;

c. That they had 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. They have prepared the Annual Financial Statements on a Going Concern basis.

e. That they laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

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

The Company has in place an Audit Committee in terms of the requirements of the Act read with the rules made there under and Regulation 18 of the SEBI Listing Regulations. The details pertaining to the same have been provided in Annexure ‘3' - Report on Corporate Governance forming part of this Report.

The Company has in place a Nomination and Remuneration Committee (NRC) in terms of the requirements of the Act read with the rules made there under and Regulation 19 of the SEBI Listing Regulations. The details of the same are given in Annexure ‘3' - Report on Corporate Governance forming part of this Board's Report.

The Company has in place a Stakeholders' Relationship Committee (SRC) in terms of the requirements of the Act read with the rules made there under and Regulation 20 of the SEBI Listing Regulations. The details of the same are given in Annexure ‘3' - Report on Corporate Governance forming part of this Board's Report.

During F.Y. 2023 - 2024, various recommendations were made by the Committees to the Board of Directors, which were all accepted by the Board, after necessary deliberations.

There are no significant or material orders passed by the Regulators or Courts or Tribunals which impacts the going concern status of the Company and its future operations.

30. Corporate Governance Report

Your Directors wish to reiterate your Company's commitment to the highest standards of corporate governance in order to enhance trust of all its stakeholders. Strong & robust corporate governance practices have facilitated your Company in standing up to the continued scrutiny of domestic & international investors and that of various Regulatory authorities.

In compliance with the Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, a Report on Corporate Governance along with a Certificate from M/s. Darpan & Associates Chartered Accountants., and Statutory Auditors of the company regarding compliance with the conditions of Corporate Governance as stipulated in Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of Regulation 46 and paragraphs C,

D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual Report as “Annexure ? 3 & 5”

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in Annexure 4 to this Report. In accordance with the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees drawing remuneration in excess of the limits, set out in the aforesaid rules, forms part of this Report. In line with the provisions of Section 136(1) of the Act, the Report and Accounts, as set out therein, are being sent to all the Members of your Company, excluding the aforesaid information about the employees.

As required under Regulation 17 (8) read with Part B of Schedule II of SEBI Listing Regulations, Mr. Thadhalingam, the Chief Financial Officer (CFO) of the Company, certified to the Board regarding the Financial Statements and internal controls relating to financial reporting for the year ended 31st March, 2024.

Also, in terms of Regulation 33 (2) of SEBI Listing Regulations, Mr. Thadhalingam, the Chief Financial Officer of the Company gave quarterly certification on financial results while placing the financial results before the Board. ? “Annexure ? 6”.

Certificate of Non-Disqualification of Directors (Pursuant To Regulation 34 (3) And Schedule V Para C Clause (10) (I) of The SEBl (Listing Obligations And Disclosure Requirements) Regulations, 2015) has been obtained From M/s. AXN Prabhu & Associates, Mr. AXN Prabhu, Practicing Company Secretary, M.No. 3902 COP. No 11440 which forms part of this report as “Annexure-7”.

There were no instances where the Company failed to implement any corporate action within the specified time limit.

The Submission of Extract of annual Return in MGT ? 9 is dispensed with in terms of Companies (Management and Administration) Amendment rules, 2021 dated 5^th March, 2021. Hence the question of attaching MGT ? 9 with this report does not arise. However, the Annual Return can be viewed in the website of the company www. ashram online. in

The Company has adequate system of internal control in place. This is to ensure that assets are safeguarded and all transactions are authorized, recorded and correctly reported. The internal audit function is empowered to examine the adequacy, relevance and effective control system, compliance with policies, plans and statutory requirements. The top management and the Audit Committee of the Board review the findings and recommend to the Board for improvement on the same.

The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees Company's process and policies for determining risk tolerance and review management's measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis.

The Company has Zero Tolerance towards sexual harassment at the workplace. A detailed POSH Policy is in place as per the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”).

The POSH Policy of the Company is available on the Company's website at www.ashramonline.in and all employees (permanent, contractual, temporary, trainees) as defined under the Act are covered by this Policy. The following is the summary of sexual harassment complaints received and disposed off during the current financial year.

Number of Complaints received: Nil Number of Complaints disposed off: Nil

In terms of Section 118 (10) of the Companies Act, 2013, the Company is complying with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by Central Government. During the year the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively, have been duly complied with, by your Company.

The promoters of the Company hold all their shares in demat form and has been disclosed in the Note No. 10 (a) (i) of the Financial Statements, forming a part of this Annual Report.

The Disclosure stipulated as under Section 134(3) of Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is as under:

The Company is not a Manufacturing company nor does the company has any Energy Consumption based business other than normal consumption of Energy in Administrative Office. The company deploys all the possible measure to conserve the energy and increase usage of green energy.

The Company is not involved in any Technological Absorption based activities. Hence same is not reportable. The Company has not dealt in any Foreign Exchange in any manner during the year under review. Hence the same is not reportable.

The Directors and members of Senior Management have affirmed compliance with the Code of Conduct for Directors and Senior Management of the Company. A declaration to this effect has been signed by Mrs. Sangita Tatia, the Whole Time Director of the Company and forms part of the Annual Report and the website of the Company at www. ashramonline. in

The CSR Policy Rules are not applicable to the Company during the year under review.

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns. For details, please refer to the Corporate Governance Report attached to this Report and the website of the Company at www. ashramonline. in

During the year under review there was no instance of one-time settlement with any bank or financial institution.

47. Details of Application Made or Any Proceeding Pending Under the Insolvency and Bankruptcy Code 2016 (31 of 2016) During the Year Along With Their Status as At the End of the Financial Year

There were no applications made nor any proceeding pending under the insolvency and bankruptcy code, 2016 during the year.

48. Depository System

As the members are aware, the Company's shares are compulsorily tradable in electronic form only. As on March 31, 2024, 48.34% of the Company's total paid up capital representing 58,00,960 shares are in dematerialized form. In terms of Regulation 40 (1) of SEBI Listing Regulations requests for effecting transfer of securities shall be processed only if the securities are held in the dematerialized form. Further, with effect from January 24, 2022, all requests for transmission, transposition, issue of duplicate share certificate, claim from unclaimed suspense account, renewal / exchange of securities certificate, endorsement, sub-division/splitting of securities certificate and consolidation of securities certificates/folios will be processed and mandatorily a letter of confirmation will be issued, which needs to be submitted to Depository Participant to get credit of these securities in dematerialized form. Shareholders desirous of using these services are requested to contact RTA of the company; the contact details of RTA are available on the website of the Company at www. ashramonline. in.

Further in adherence to SEBI's circular to enhance the due diligence for dematerialization of the physical shares, the Company has provided the static database of the shareholders holding shares in physical form to the depositories which would augment the integrity of its existing systems and enable the depositories to validate any dematerialization request.

49. Request to Investors

a. Investors are requested to communicate change of address, if any, directly to the registrar and share transfer agent of the Company.

b. As required by SEBI, investors shall furnish details of their respective bank account number and name & address of the bank for incorporating in the dividend warrants to reduce the risk to them of fraudulent encashment.

c. Investors holding shares in electronic form are requested to deal only with their respective depository participant or change of address, nomination facility, bank account number etc.

d. Shareholders, who have multiple folios in identical names, are requested to apply for consolidation of such folios and send the relevant share certificates to the Company.

The Board of Directors of the Company have from time to time framed and approved various Policies in pursuance of the Companies Act, 2013 and the Listing Agreement/ SEBI (LODR) Regulations, 2015. These Policies and Codes are reviewed by the Board and are updated, if required.

The following policies have been framed and has been disclosed on the Company's website www. ashramonline. in:

??? Code of conduct for Directors, Senior Management and Independent Directors ??? Policy for prevention of sexual harassment (POSH)

??? Policy on determination of Materiality of Events or Information

??? Board diversity policy

??? Performance evaluation policy

??? Succession plan for the Board and Senior Management ??? Risk management Policy

??? Vigil Mechanism or Whistle Blower Mechanism

??? Policy on preservation of documents

??? Policy on Related Party Transaction

??? Criteria for making payment to Non-Executive Directors

??? T erms and conditions for appointment of independent Directors

??? Familiarization Program for Independent Directors

??? Code for prevention of Insider Trading in securities

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

a. There are 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. However, Members attention is drawn to the Statement on Contingent Liabilities and Commitments in the Notes forming part of the Financial Statement.

b. No fraud has been reported by the Auditors to the Audit Committee or the Board. There has been no change in the nature of business of the Company

c. Issue of equity shares with differential rights as to dividend, voting or otherwise.

d. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

e. There has been no change in the nature of business of the Company as on the date of this Report.

f. There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

Electronic copies of the Annual Report 2023-24 and the Notice of the 33^rd Annual General Meeting are sent to all members whose email addresses are registered with the Company/RTA. The hard copy of Annual Report 2023-24 will be sent only to those shareholders who request for the same. For members who have not registered their email addresses, physical copies are sent in the permitted mode. In order to support Green Initiative, the Company requests those members who have yet not registered their e-mail address, to register the same directly with their Depository Participant, in case shares are held in electronic form or with the RTA, in case shares are held in physical form.

The Board of Directors places on record its sincere thanks to the Statutory Auditors, Secretarial Auditors, Internal Auditors, Registrar and Transfer Agents, Stock Exchange, various State regulatory authorities and overseas for their valuable guidance, support and cooperation. The Directors record their sincere gratitude to the shareholders, esteemed customers, Suppliers and all other well-wishers for their continued patronage. The Directors express their appreciation for the contribution made by every employee of the company.