Shree Tulsi Online.Com Ltd

Dear Members,

The Board of Directors have the pleasure in presenting the Companies 43^rd Annual Report together with the Audited Financial Statements for the financial year ended 31^st March, 2025 along with the Auditor's Report thereon.

The financial result of the company for the financial year 2024-2025 as compared with the previous year are as follow:

The Total Income for the financial year under review is 0.48 Lakh against 0.48 Lakh in previous year. The Net Loss after taxation marked by the company during the year under review was (40.39) Lakh as compared to loss of (15.79) Lakh during the previous year.

The Company has been continuously focusing on its existing line of business to improve its profitability in near future.

Your Company intends to conserve available resources to invest in the growth of the business and pursue strategic growth opportunities. Accordingly, your Directors do not recommend any dividend for the year.

There has been no transfer to Reserves during the Financial Year 2024-2025.

There is no change in the nature of business of the Company during the year under review.

The Company has neither accepted nor renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits is not applicable.

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2025 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014.

As on March 31, 2025, the Board of Directors of your Company comprised of Four (4) Directors one of whom is the MD & CEO and one is Non-Executive Director. The remaining two (2) directors are Non-Executive and Independent Directors including one Woman Director.

The composition of the Board is in consonance with Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and in accordance with the applicable provisions of Companies Act, 2013.

During the year the Board of Directors on the recommendations of the Nomination and Remuneration Committee at their meeting hold on 28/05/2024, changed the designation of Mr. Vinod Kumar Bothra from Whole Time Director to Managing Director (MD) and Chief Executive Officer (CEO) of the Company with effect from 28/05/2024 on the existing terms & conditions. Accordingly he will hold office as Managing Director and Chief Executive Officer for his remaining tenure of his office viz. upto 31/07/2026 and same was approved by shareholders at 42^nd AGM.

Mr. Vinod Kumar Bothra (DIN : 00780848), Managing Director (MD) and Chief Executive Officer (CEO), is liable to retire by rotation at the ensuing AGM, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Articles of Association of the Company and being eligible has offered himself for reappointment.

The Nomination and Remuneration Committee and the Board of Directors of the Company at their Meetings held on June 27, 2025, have approved the re-appointment of Mr. Manoj Kumar (DIN: 03083206) as the Independent Director (Non-Executive Director) of the Company for his second term starting from October 1, 2025 up to September 30, 2030.

The above re-appointment of Independent Director are subject to approval of the Shareholders of the Company.

All Independent directors have given the Declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013, and Clause 16(b) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, all the Independent Directors are persons of integrity, and possess expertise and experience including the proficiency required to be Independent Directors of the Company and they are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the said Act.

All Independent Directors of the Company have confirmed that they have already registered their names with the data bank maintained by the Indian Institute of Corporate Affairs ["IICA"] as prescribed by the Ministry of

Corporate Affairs under the relevant Rules, and that they would give the online proficiency self-assessment test conducted by IICA which is prescribed under the relevant Rules, if applicable.

Appropriate resolutions for appointment/ re-appointment are being placed for the approval of the shareholders of the Company at the ensuing AGM. The brief resume of directors appointed/re- appointed and other related information has been detailed in the Notice read along with the explanatory statement convening the 43^rd AGM of the Company in accordance with the provisions of the Companies Act, 2013 read with the Rules issued there under and the Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

The Board has framed a policy on Director's Appointment and Remuneration & duly constituted Nomination and Remuneration Committee pursuant to the Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 and read with Section 178 of the Companies Act, 2013.

The policy provides for selection and appointment of Directors, Senior Management including KMP and their Remuneration together with criteria for determining qualifications, positive attributes, and independence of a Director.

Remuneration policy for the Directors, Key Managerial Personnel and other Employees has been disclosed on the Company website i.e.

https://www.shreetulsionline.com/Codes%20&%20Policies/Codes%20&%20Policies.html more details about above have been outlined in the Corporate Governance Report which forms a part of this report.

Disclosure under Section 197(12) of the Companies Act, 2013:-

The Company has not employed any employees whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Company has received necessary declaration from each of Independent Directors under Section 149(7) of the Companies Act, 2013, that they meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and the relevant Rules made there on and Regulation 16(1)(b) and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Committee of the Board:-

The Board of Directors has following Committee

1) Audit Committee

2) Nomination & Remuneration Committee

3) Stakeholder Relationship Committee

4) Risk Management Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that: (i) in the preparation of the annual accounts for the year ended 31^st March, 2025, the applicable Indian Accounting Standards have been followed along with proper explanation relating to material departures, if any; (ii) 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 at the end of the financial year 31^st March, 2025 and of the profit and loss of the company for the year ended on that date;

(iii) 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; (iv) the annual accounts have been prepared on a going concern basis; (v) the directors have laid down internal financial controls to be followed by the company and such internal financial controls are adequate and operating effectively; (vi) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Board of Directors of the Company has framed (constituted) a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Committee has additional oversight in the area of financial risks and controls. Major risks identified by the business and functions are systematically address through mitigation action on a continuing basis.

The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board Report.

During the year under review 5 (Five) Meetings of the Board of Directors of the Company were held.

Disclosure regarding Company's policies under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015-

The Company has framed various policies as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 & Companies Act, 2013; viz i) Remuneration Policy for the Directors , Key Managerial Personnel and other Employees, ii) Determining material subsidiary, iii) Performance evolution of the Board, Committee and Directors, iv) Related Party transactions Policy, v) Whistle Blower/vigil Mechanism, vi) Archival Policy for disclosure, vii) Code of Conduct for Board of Directors & Senior Management, viii) Policy of Preservation of Documents, ix) Policy on Criteria for Determining Materiality of Events, x) Code of Conduct for Independent Director/ Information are displayed on the website of the Company: https://www.shreetulsionline.com/Codes%20&%20Policies/Codes%20&%20Policies.html.

Pursuant to the provisions of Section 92(3) and Section 134(3) (a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and administration) Rules, 2014, the Annual Return as on 31^st March, 2025 is available on the website of the Company https://www.shreetulsionline.com/Disclosures-SEBI.html

Pursuant to the provisions of the Companies Act, 2013 read with Rules issued there under and Regulation 17 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of its various committee. The separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Directors being evaluated. The Performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors at their separate Meeting. The Board of Directors expressed its satisfaction with the evaluation process.

Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013:-

The Company has complied with the provisions of Section 186 of the Companies Act, 2013 in respect of investments made and outstanding at the year-end, details of which are given in the Financial Statements. There were no loans or guarantees made by the Company during the year under review.

Particulars of Contracts or Arrangements made with Related Parties: -

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties as defined under Section 188 of the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is not applicable. Attention of the members is drawn to the disclosures of transactions with the related parties is set out in Notes to Accounts forming part of the financial statement for the year 2024-2025.

The Company does not have any Subsidiary, Joint venture or Associate Company.

Internal Financial Control and their adequacy:-

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has developed well-defined internal control mechanisms and comprehensive internal audit programme with the activities of the entire organization under its ambit.

Further, based on the report of Internal Audit function, corrective action are undertaken in the respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

The Internal Audit of the Company is conducted by an Independent Chartered Accountant Firm. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

The Company conforms to the norms of Corporate Governance as envisaged in the Listing Regulations with the Stock Exchange. Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, and a detailed Compliance Note on Corporate Governance together with the Auditors Certificate on Corporate Governance is annexed to this report.

Management Discussion and Analysis Report:-

The Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") are given in a separate section and forms part of the Annual Report.

Not Applicable

Material Changes and Commitments, if any, affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relates and the date of the report:-

There are no material changes and commitments affecting the financial position of the Company occurred between ends of the financial year to which this financial statement relates on the date of this report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:-

The statement of particulars under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts), 2014 regarding conservation of energy, technology absorption and Foreign Exchange earnings and outgo are given below:

Your Company has not consumed energy of any significant level. Accordingly, no measures were taken for energy conservation and no investment is required to be for reduction of energy consumption.

No comment is made on technology absorption, considering the nature of activities undertaken by your Company during the year under review.

No Expenditure has been made for research and development during the year under review. There were no Foreign Exchange earnings or out go during the year under review.

Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the Going Concern status and Company's operation in future:-

There are no significant and material orders issued against the Company by any regulating authority or court or tribunal affecting the going concern status and Company's operation in future. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.

Human Resources Development envisages the growth of the individual in tandem with the organization. It also aims at the up-liftment of the individual by ensuring an enabling environment to develop capabilities and to optimize performance.

Your Directors want to place on record their appreciation for the contribution made by employees at all levels, who through their steadfastness, solidarity and with their co-operation and support have made it possible for the Company to achieve its current status.

The Company, on its part, would Endeavour to tap individual talents and through various initiatives, ingrain in our human resources, a sense of job satisfaction that would, with time, percolates down the line. It is also the Endeavour of the Company to create in its employees a sense of belonging, and an environment that promotes openness, creativity and innovation.

All the manpower initiatives including training, meetings and brainstorming sessions are implemented with the aim of maximizing productivity and aligning organizational needs employee's aspirations.

Auditors & Auditors Observations:-

The matter related to Auditors and their Reports are as under:

1. Statutory Auditor and their Report:-

The Audit Committee and the Board of Directors at their Meetings held on June 27, 2024 had approved and recommended appointment of M/S. Mohindra Arora & Co., Chartered Accountant (FRN No. 006551N), as the Statutory Auditors of the Company to hold office from the conclusion of the 42^nd (Forty Second) AGM, till the conclusion of the 47^th (Forty Seventh). Their appointment was approved by the Shareholders of the Company at the last 42^nd (Forty Second) AGM held on August 12, 2024.

The Report given by M/S. Mohindra Arora & Co., Chartered Accountant (FRN No. 006551N), Statutory Auditors of the Company on the Financial Statements for the year ended 31^st March, 2025 read with explanatory notes thereon do not call for any explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. The remarks, if any, made by the Auditors in their Report are properly explained in the Note no. 18 of the Financial Statement.

2. Secretarial Auditors and their Report:-

M/s. Veenit Pal & Associates, Practicing Company Secretary was appointed to conduct Secretarial Audit of the Company for the financial year 2024-2025 at their meeting on 28^th May, 2024 as required under Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The report of the Secretarial Auditors in Form MR-3 is enclosed as Annexure-I to this report.

The report confirms that the Company had complied with the statutory provisions listed under Form MR-3 and the Company also has proper board processes and compliance mechanism.

The Report does not contain any qualification, reservation or adverse remark or disclaimer, which requires any further comments or explanations in this report.

3. Internal Auditor:-

The Members of Board has appointed M/s. Jain N K & Co., (FRN: 148125W) Chartered Accountant, as Internal Auditors of the Company for Financial Year 2024-2025 at their meeting on 30^rd July, 2024 under provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 as recommended by Audit Committee.

The suggestions made by the Internal Auditor in their Report were properly addressed and implemented.

The Equity Shares of the Company are listed on The Calcutta Stock Exchange Limited and Metropolitan Stock Exchange Limited (MSEI). The shares were also under permitted category at BSE Limited. But currently pursuant to the termination of arrangement under section 13 of the Securities Contract (Regulation) Act, 1956 with The BSE Limited, trading on BSE Limited were discontinued with effect from Monday, July 24, 2023 with reference to notice issued by BSE Limited on 18/07/2023. Listing fees has been paid to CSE & MSEI in pursuance to Regulation 14 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Payment of Listing Fees to BSE Limited is not applicable.

The authorized Share capital and the paid- up Equity Share Capital have remained unchanged during the year under review. The Company has neither issued shares & Securities or any other instruments nor any corporate benefits during the year under review.

1. Buy Back of Shares

The Company has not bought back any of its securities during the year under review.

2. Sweat Equity Shares

The Company has not issued any Sweat Equity Shares during the year under review.

3. Bonus Issue

No Bonus Shares were issued during the year under review.

4. Employee Stock Option Scheme

The Company has not provided any Stock Option Scheme to the employees.

Details of policy developed and implemented by the Company on its Corporate Social Responsibility Initiatives:-

Since the Company does not qualify any of the criteria as laid down in Section 135(1) of the Companies Act, 2013 with regard to Corporate Social Responsibility, provisions of Section 135 are not applicable to the Company.

Additional Information to Shareholders:-

All important and pertinent investor information such as Financial Results, Annual Report and Outcome of board meeting are made available on the Company's website i.e. www.shreetulsionline.com on a regular basis.

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

As prescribed under Listing Regulation, a declaration signed by the Managing Director & Chief Executive Officer affirming compliance with the Code of Conduct by the Directors and Senior Management Personnel of the Company for the financial year 2024-2025 forms part of the Corporate Governance Report.

The declaration signed by the Company's Managing Director for the Compliance of these requirements is attached forming part of the Annual Report.

The Managing Director and/or CFO of the company are required to give an Annual Certificate on compliance with Financial Reporting and internal controls to the board in terms of Regulation 17(8) of SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Certificate on

Financial Results while placing the Annual Financial results before the board in terms of Regulation 33 of SEBI Listing Regulations and same is published in this report.

In compliances with the provision of the Listing Regulations, 2015, the Board through its Nomination and Remuneration Committee has devised a Policy on Board Diversity.

The objective of the Policy is to ensure that the Board comprises adequate number of members with diverse experience and skills, experience, such that it best serves the governance and strategic needs of the Company leading to competitive advantage. The Board composition is mentioned in available in the Corporate Governance report that forms part of this Annual Report.

Whenever any person joins the Board of the Company as an Independent Director, an induction programme is arranged for the new appointee, wherein the appointee is familiarized with the Company, his/her roles, rights and responsibilities in the Company, the Code of Conduct of the Company to be adhered, nature of the industry in which the Company operates, and business model of the Company etc. The details of such familiarization programmes have been disclosed on the Company website i.e. https://www.shreetulsionline.com/Disclosures-SEBI.html.

Vigil Mechanism/ Whistle Blower Policy:-

Your company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. These have been outlined in the Corporate Governance Report which forms part of this report.

Reporting of Frauds:-

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported to the Audit Committee and/ or Board any instances of fraud committed in the Company by its officers or employees under Section 143(12) of the Companies Act, 2013.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2024-2025.

The Company has not accepted any fixed deposits during the year under review and accordingly, no amount on account of principal or interest on deposits from public and/or Members were outstanding as at March 31, 2025.

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future.

During the year under review, the Company has not issued any Debentures.

No material changes have taken place that could have an impact on the financial position of the Company from the date of closure of financial year under review till the date of signing of Accounts.

There is no change in the nature of business of the Company.

Maintenance of cost records and requirement of cost Audit as prescribed under the provisions of Section 148(1) of the Act are not applicable to the business activities carried out by the Company.

There is no proceeding initiated or pending against the company under the Insolvency and Bankruptcy Code, 2016

During the year under review, the Company has not taken Credit Rating of Securities from any agency.

During the year under review, the Company has not required transferred any shares in IEPF (Investors Education & Protection Fund).

During the year under review Company does not come under failure of implement any Corporate Action.

During the year under review, the Company has not required the Compliance of Regulation 32 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and is of the view that the same is not applicable to company as the Company has not issued any share by way of public issue, Right Issue, Preferential Issue etc.

The Directors wish to place on record their appreciation for the contributions made by the employees at all levels, whose continued commitment and dedication helped the Company achieve better results. The Directors also wish to thank customers, bankers, Central and State Governments for their continued support. Finally your directors would like to express their sincere & whole-hearted gratitude to all of you for your faith in us and your Co-operation & never failing support.