Your directors have pleasure in presenting the 35^th Board’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 2026.

1. Financial Highlights

The financial results of the Company for the year ended 31st March 2026 is summarized
below:

2. Operating Results and Business Operations

During the Financial Year 2025—26, the Company incurred a loss of Rs. 12.92 lakhs, as
compared to a loss of Rs. 6.99 lakhs during the previous Financial Year 2024—25. The financial
performance of the Company reflects the prevailing business and operating conditions during the
year under review. The management continues to focus on improving operational efficiencies,
optimizing costs, and exploring suitable business opportunities with a view to strengthening the
Company''s financial performance in the ensuing years.

3. Dividend

The Company has not declared any dividend on shares during the year as it has incurred losses.

4. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

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

5. Transfer To Reserves

The Company has not transferred any amount to General Reserve as the Company incurred a
loss during the year.

6. Change in Nature of Business of company

There was no change in the nature of the business of the Company during the Financial Year
2025-26.

7. Material Change and Commitments of the Company

There were no material changes or commitments affecting the financial position of the Company
that occurred between the end of the Financial Year 2025-26, to which the financial statements
relate, and the date of this Report.

8. Particulars of Loans, Guarantees and Investment

Pursuant to the provisions of Section 186 of the Companies Act, 2013, during the Financial Year
2025-26, the Company granted loans aggregating to Rs. 396.96 lakhs exclusively to related
parties. The loans were granted within the limits prescribed under Section 186 of the Companies
Act, 2013. No loans were granted to any other persons or entities during the year. The
particulars of such loans are disclosed in Note No. I(e) to the Financial Statements forming part
of this Annual Report.

During the year under review, the Company did not provide any guarantees under Section 186
of the Companies Act, 2013.

The particulars of investments made by the Company, if any, are disclosed in the Financial
Statements forming part of this Annual Report.

9. Deposit from Public

During the Financial Year 2025-26, the Company neither accepted nor renewed any deposits
within the meaning of Chapter V of the Companies Act, 2013 and the rules made thereunder.

Accordingly, there were no outstanding or unclaimed deposits, and no interest thereon
remained unpaid or unclaimed as on March 31, 2026. Further, there were no amounts required
to be transferred to the Investor Education and Protection Fund (IEPF) in respect of deposits.

10. Subsidiaries, Associates and Joint Venture Companies

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.

11. Share Capital and Listing on Stock Exchange

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

a. Demise of Founder Director

The Board of Directors records with profound grief and deep sorrow the demise of Mr. T atia
Jain Pannalal Sampathlal (DIN: 01208913), the Founder Director and Non-Executive, Non¬
Independent Director of the Company, who passed away on 29^th April 2026.

Mr. Tatia was the visionary founder of the Company and was instrumental in establishing and
nurturing the organisation from its inception. His unwavering dedication, entrepreneurial
vision, strategic foresight and exemplary leadership laid the foundation for the Company''s
sustained growth and enduring values. Throughout his long association with the Company,
he provided invaluable guidance, inspired innovation, and upheld the highest standards of
integrity, governance and business excellence.

His enduring commitment to excellence, ethical business practices and stakeholder value has
left an indelible mark on the Company. The principles and vision established by him continue
to guide the Company''s growth and strategic direction, and his legacy will remain a source of
inspiration for future generations.

The Board acknowledges with deep gratitude his immense contribution to the Company''s
development and success. His wisdom, commitment and legacy will continue to inspire the
Board, the management and all employees as the Company strives to build upon the strong
foundation laid by him.

The Directors, management and employees place on record their heartfelt appreciation for
his distinguished services and express their sincere condolences to the members of his
bereaved family. The Board prays that the Almighty grants eternal peace to his noble soul and
strength and comfort to his family to bear this irreparable loss.

The Company shall always cherish his invaluable contributions and remain committed to
carrying forward the vision and values that he so passionately established.

b. Appointment of Non-Executive, Non-Independent Director

Consequent to the demise of Mr. T atia Jain Pannalal Sampathlal, a casual vacancy arose on the
Board of Directors.

Based on the recommendation of the Nomination and Remuneration Committee, the Board
of Directors, at its meeting held on 27^th May 2026, appointed Mr. Bharat Jain Tatia (DIN:
00800056) as an Additional Director in the category of Non-Executive, Non-Independent
Director pursuant to Section 161(1) of the Companies Act, 2013.

The Board has recommended his appointment as a Non-Executive, Non-Independent
Director, liable to retire by rotation, subject to the approval of the Members at the ensuing
Annual General Meeting.

The Board is of the opinion that Mr. Bharat Jain Tatia possesses the requisite qualifications,
experience, expertise, integrity and proficiency to effectively discharge the duties and
responsibilities of a director. Accordingly, the Board recommends his appointment for the
approval of the Members at the ensuing Annual General Meeting.

c. Appointment of Independent Directors

The tenure of the existing Independent Directors of the Company is due to expire on 31^st March
2027 upon completion of their respective term of office.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of
Directors has approved the appointment of Mr. Madhavan Ganesan (DIN: 09250313) and Mr.
Sriram Karpakavenkatraman (DIN: 11856613) as Independent Directors of the Company for a
first term of five consecutive years commencing from 1^st April 2027 to 31^st March 2032, subject
to the approval of the Members at the ensuing Annual General Meeting.

The Company has received the requisite declarations from the proposed appointees confirming that
they meet the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013
and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. In the opinion of the Board, the proposed appointees fulfil the conditions specified under the
Companies Act, 2013 and the SEBI Listing Regulations for appointment as Independent Directors
and are independent of the management.

The Board recommends the aforesaid appointments for approval of the Members at the ensuing
Annual General Meeting.

d. Re-appointment of Director Retiring by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of
Association of the Company, Mrs. Sangita Tatia (DIN: 06932448), Whole-time Director, retires by
rotation at the ensuing Annual General Meeting ("AGM") and, being eligible, has offered herself for
re-appointment.

The Board of Directors, based on the recommendation of the Nomination and Remuneration
Committee, recommends her re-appointment for the approval of the Members at the ensuing AGM.

The brief profile and other disclosures relating to Mrs. Sangita Tatia, as required pursuant to the
Companies Act, 2013, Regulation 36(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (SS-2), are provided
in the Notice convening the ensuing AGM and form part of this Annual Report.

♦♦♦ Directors and Key Management Personnel

*Note: Mr. Tatia Jain Pannalal Sampathlal (DIN: 01208913), Founder Director and Non-Executive, Non¬
Independent Director, ceased to be a Director of the Company upon his demise on 29^th April 2026.

e. Key Management Personnel of the Company Are as Under

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 were the Key
Managerial Personnel ("KMP") of the Company during the financial year under review.

During the year under review, Mr. Raghuvender resigned from the office of Company
Secretary & Compliance Officer with effect from 05 December 2025. The Board places on
record its appreciation for his valuable contribution and services rendered to the Company during his
tenure.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors
appointed Mrs. Roshni Sharma as the Company Secretary & Compliance Officer of the
Company with effect from 10 December 2025. The Board extends a warm welcome to her and
looks forward to her valuable contribution to the Company.

13. Independent Directors’ Declaration

The Independent Directors of the Company have submitted declarations confirming that they meet the
criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation
16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations").

Based on the declarations received and after undertaking an assessment of the veracity thereof, the Board
is of the opinion that the Independent Directors fulfil the conditions specified under the Companies Act,
2013 and the SEBI Listing Regulations and are independent of the management. The Board is also satisfied
that the Independent Directors possess the requisite integrity, qualifications, experience, expertise and
proficiency required to effectively discharge their duties as Independent Directors.

The tenure of the existing Independent Directors is due to expire on 31^st March 2027. Accordingly, based
on the recommendation of the Nomination and Remuneration Committee, the Board has recommended
the appointment of Mr. Madhavan Ganesan (DIN: 09250313) and Mr. Sriram
Karpakavenkatraman (DIN: 11856613) as Independent Directors for a first term of five consecutive
years commences 1^st April 2027 to 31^st March 2032, subject to the approval of the Members at the ensuing
Annual General Meeting.

The Company has received consent to act as Directors in Form DIR-2, disclosures of interest in Form
MBP-1 and declarations under Section 149(7) of the Companies Act, 2013 from all the proposed
Independent Directors. The proposed appointees have also confirmed that they are not debarred from
holding the office of Director pursuant to any Order issued by the Securities and Exchange Board of India
or any other statutory authority.

In the opinion of the Board, all the Independent Directors appointed on the Board possess the requisite
integrity, expertise, experience (including proficiency), qualifications and competencies required to
effectively discharge their duties as Independent Directors. The Board has also satisfied itself regarding the
integrity, expertise and experience of all Directors appointed during the year.

14. Annual Performance Evaluation by the Board

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 2025- 2026 was discussed by the Nomination
and Remuneration Committee and the Board at their respective meetings held in May 2026. 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

15. Related Parties Transactions

Pursuant to the applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations"), the Company has formulated a Policy on Related Party Transactions for
identification, approval, review and reporting of related party transactions. The Policy, as amended from
time to time, including the framework for determining material modifications to approved related party
transactions, is available on the Company''s website at www.ashramonline.in.

All Related Party Transactions entered during the financial year were in the ordinary course of business
and on an arm''s length basis in accordance with the applicable provisions of the Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

None of the Related Party Transactions entered during the year had any material conflict with the interests
of the Company. During the year under review, there were no materially significant Related Party
Transactions requiring approval of the Members under the applicable provisions of the Companies Act,
2013 or the SEBI Listing Regulations, except those approved, wherever applicable.

16. Management Discussion and Analysis

In compliance with 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”

17. Policy of Directors Appointment and Remuneration

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. ashram online. in.

18. Familiarization Program for Independent Directors

Pursuant to the provisions of Section 149 read with Schedule IV of the Companies Act, 2013 and
Regulation 25(7) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Company has adopted a Policy on
Familiarisation Programme for Independent Directors.

The Company familiarises its Independent Directors with their roles, rights, responsibilities, duties
and obligations as Independent Directors, the nature of the industry in which the Company operates,
its business model, operations, business strategy, regulatory environment, risk management
framework, governance practices and other relevant matters to enable them to effectively discharge
their responsibilities.

The details of the Familiarisation Programme for Independent Directors are available on the
Company''s website at www.ashramonline.in.

19. Other Disclosures

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

20. Number of Meetings of the Board

Six (6) 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.

21. Statutory Compliance

The Company is committed to ensuring compliance with all applicable laws, rules, regulations and
statutory requirements. The Company has adopted appropriate policies, systems and procedures to
ensure compliance with the provisions of the Companies Act, 2013, the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and other applicable laws, and continues to strive
to uphold the highest standards of statutory and regulatory compliance.

22. Compliance with SEBI Circulars

During the financial year under review, the Company has complied with the applicable circulars,
directions and guidelines issued by the Securities and Exchange Board of India ("SEBI"), the Stock
Exchange and the Depositories from time to time, to the extent applicable. The Company has also
complied with the applicable provisions relating to listing, disclosure requirements, investor
services, corporate governance, related party transactions, insider trading, maintenance of
Structured Digital Database, System Driven Disclosures and other regulatory requirements
prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
the SEBI (Prohibition of Insider Trading) Regulations, 2015.

23. Directors’ Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors
hereby confirms that:

a. in the preparation of the Annual Financial Statements for the financial year ended 31^st
March 2026, the applicable Indian Accounting Standards have been followed and
there are no material departures;

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 31^st March 2026 and of the profit
of the Company for the financial 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 Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;

d. the Directors have prepared the Annual Financial Statements 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 were operating effectively;
and

f. 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.

24. Audit Committee

The Company has constituted an Audit Committee in accordance with the provisions of Section
177 of the Companies Act, 2013, read with the Rules made thereunder, and Regulation 18
of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations").

The composition of the Audit Committee, details of the meetings held during the financial year,
and attendance of the members are provided in Annexure — 3 (Report on Corporate
Governance) forming part of this Annual Report.

25. Nomination and Remuneration CommitteeThe Company has constituted a Nomination and Remuneration Committee ("NRC")

in accordance with the provisions of Section 178 of the Companies Act, 2013, read with
the Rules made thereunder, and Regulation 19 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations").

The composition of the Nomination and Remuneration Committee, the meetings held during
the financial year, and the attendance of the members are set out in Annexure — 3 (Report
on Corporate Governance) forming part of this Annual Report.

The Nomination and Remuneration Policy of the Company is available on the Company''s
website at www.ashramonline.in.

26. Stakeholders’ Relationship Committee

The Company has constituted a Stakeholders'' Relationship Committee ("SRC") in accordance with
the provisions of Section 178 of the Companies Act, 2013, read with the Rules made thereunder,
and Regulation 20 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations").

The composition of the Stakeholders'' Relationship Committee, the meetings held during the
financial year, and the attendance of the members are set out in Annexure — 3 (Report on Corporate
Governance) forming part of this Annual Report.

27. Disclosure on Acceptance of Recommendations Made by Board Committees

During the financial year under review, all the recommendations made by the Committees of the
Board, including the Audit Committee, Nomination and Remuneration Committee and
Stakeholders'' Relationship Committee, were duly considered and accepted by the Board of
Directors.

28. Details of Significant and Material Orders Passed by the Regulators or Courts /Tribunal

During the financial year under review, no significant or material orders were passed by any
regulator, court or tribunal which could impact the going concern status of the Company or
materially affect its future operations.

29. Corporate Governance Report

Your directors reaffirm the Company''s unwavering commitment to maintaining the highest
standards of corporate governance and transparency, with a view to enhancing long-term
stakeholder value and sustaining the confidence of shareholders, investors, customers, employees
and other stakeholders. The Company believes that sound corporate governance practices are
fundamental to achieving sustainable growth and have enabled it to meet the expectations of
shareholders, investors and regulatory authorities.

Pursuant to Regulation 34 read with Schedule V of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"),
a separate Report on Corporate Governance, together with the Certificate issued by M/s. Darpan
& Associates, Chartered Accountants, Statutory Auditors of the Company, confirming compliance
with the conditions of Corporate Governance as stipulated under 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 SEBI
Listing Regulations, forms part of this Annual Report as Annexure — 3 and Annexure — 5,
respectively.

30. Business Responsibility and Sustainability Report

The provisions relating to Business Responsibility and Sustainability Reporting under Regulation
34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are
presently not applicable to the Company.

31. Managerial Remuneration and Employees and Related Disclosures

The disclosures relating to remuneration and other particulars as required under Section 197(12) of
the Companies Act, 2013 ("the Act"), read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, form part of this Report as Annexure — 4.

During the financial year under review, none of the employees of the Company was in receipt of
remuneration requiring disclosure pursuant to Rules 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.

32. Whole Time Director and Chief Financial officer Certification

Pursuant to Regulation 17(8) read with Part B of Schedule II of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations"), Mrs. Sangita Tatia, Whole-time Director, and Mr. M. Thadhalingam,
Chief Financial Officer (CFO), have furnished the requisite certificate to the Board of Directors
regarding the Annual Financial Statements and the effectiveness of the internal controls relating to
financial reporting for the financial year ended 31 March 2026.

Further, pursuant to Regulation 33(2) of the SEBI Listing Regulations, the Chief Financial Officer
has certified the quarterly financial results before the same were placed before the Board of Directors
for its approval.

The certificate forms part of this Annual Report as Annexure — 6.

33. Certificate of Non-Disqualification of Directors

Pursuant to Regulation 34(3) read with Schedule V, Part C, Clause 10(i) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations"), the Company has obtained a Certificate of Non-Disqualification of Directors from M/s.
AXN Prabhu & Associates, Practising Company Secretaries, signed by Mr. A. X. N. Prabhu
(Membership No. F3902, COP No. 11440), confirming that none of the Directors on the Board of the
Company has been disqualified from being appointed or continuing as a Director as on 31 March 2026.

34. Internal Control System and Adequacy

The Company has established adequate internal financial controls commensurate with the nature, size
and complexity of its business. These controls are designed to ensure the orderly and efficient conduct
of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and
completeness of accounting records, and timely preparation of reliable financial information.

The Company has an effective internal audit mechanism to evaluate the adequacy and effectiveness of
the internal control systems, compliance with applicable laws, internal policies and procedures, and
the efficiency of business operations. The Internal Auditor periodically reports the audit findings and
recommendations to the Audit Committee.

The Audit Committee reviews the adequacy and effectiveness of the internal financial controls and
internal audit reports on a periodic basis, monitors the implementation of corrective actions, and makes
appropriate recommendations to the Board of Directors. Based on such reviews, the Board is of the
opinion that the Company''s internal financial controls are adequate and were operating effectively
during the financial year under review.

Further, during the financial year under review, no material weakness in the design or operating
effectiveness of the Company''s internal financial controls was identified by the Management or
reported by the Statutory Auditors.

35. Failure to Implement Any Corporate Action

During the financial year under review, there were no instances where the Company failed to
implement any corporate action within the timelines prescribed under the applicable provisions
of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, circulars issued by SEBI and other applicable laws.

36. Extract of Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return of the Company as on 31 March
2026 is available on the Company''s website at: https://www.ashramonline.in. The web link to
the Annual Return forms part of this Report.

37. Risk Management

The Company has established an appropriate risk management framework for identifying, assessing,
monitoring and mitigating various business, operational, financial, legal and regulatory risks that may
affect its operations and objectives.

The Audit Committee oversees the Company''s risk management framework on a continuous basis and
periodically reviews the adequacy and effectiveness of the risk management process. Significant risks
identified across the business are evaluated, monitored and appropriately mitigated through suitable
internal controls and management actions.

The Board is of the opinion that there are no risks which, in its assessment, may threaten the existence
of the Company.

38. Compliance with the Provisions of Secretarial Standards

The Company has complied with all the applicable Secretarial Standards issued by the Institute of
Company Secretaries of India ("ICSI"), namely Secretarial Standard-1 relating to Meetings of the
Board of Directors and Secretarial Standard-2 relating to General Meetings, as amended from time
to time.

39. Disclosure as Per Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013

The Company is committed to providing and maintaining a safe, secure and respectful work
environment free from sexual harassment and has adopted a Policy on Prevention of Sexual
Harassment (POSH Policy) in accordance with the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The POSH Policy is applicable to all employees of the Company, including permanent, contractual,
temporary employees, trainees and interns, as applicable. The Policy is available on the Company''s
website at www.ashramonline.in.

An Internal Committee has been constituted in accordance with the provisions of the POSH Act to
redress complaints relating to sexual harassment at the workplace.

The details of complaints received and disposed of during the financial year 2025-26 are as under:

40. Disclosure of Shares Held by Promoters in Demat Form

The entire shareholding of the Promoters of the Company is held in dematerialized form. The
details of the promoter shareholding are disclosed in Note No. 10(i) to the Standalone Financial
Statements forming part of this Annual Report.

41. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo

The particulars prescribed under Section 134(3)(m) of the Companies Act, 2013, read with Rule
8(3) of the Companies (Accounts) Rules, 2014, are set out below:

42. Code of Conduct for Directors and Senior Management

All Members of the Board of Directors and Senior Management Personnel have affirmed compliance
with the Company''s Code of Conduct for the financial year ended 31 March 2026. The declaration
to this effect, signed by the Whole-time Director, forms part of the Corporate Governance Report.

43. Corporate Social Responsibility

The provisions of Section 135 of the Companies Act, 2013, relating to Corporate Social Responsibility
("CSR"), were not applicable to the Company during the financial year under review. Accordingly,
the Company was not required to constitute a Corporate Social Responsibility Committee or
formulate a CSR Policy.

44. Details of One Time Settlement with Any Bank or Financial Institution Along with theReasons Thereof

During the financial year under review, the Company has not entered any one-time settlement
("OTS") with any bank or financial institution. Accordingly, the disclosure under Rule 8(5)(xii) of the
Companies (Accounts) Rules, 2014 is not applicable.

45. 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

During the financial year under review, no application was made against the Company, nor
were any proceedings pending against the Company under the Insolvency and Bankruptcy
Code, 2016.

46. Audit & Auditors

47. Vigil Mechanism

Pursuant to the provisions of Section 177(9) and 177(10) of the Companies Act, 2013 and
Regulation 22 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Company has established a Vigil
Mechanism (Whistle Blower Policy) for its Directors and employees to report genuine
concerns, unethical behaviour, actual or suspected fraud or violation of the Company''s Code of
Conduct.

The Vigil Mechanism provides adequate safeguards against victimisation of persons who use such
mechanism and ensures direct access to the Chairperson of the Audit Committee in appropriate or
exceptional cases.

The details of the Vigil Mechanism are set out in the Report on Corporate Governance forming
part of this Annual Report and are also available on the Company''s website at
www.ashramonline.in.

48. Depository System

As the members are aware, the Company’s shares are compulsorily tradable in electronic form only.
As on March 31, 2026, 48.62% of the Company’s total paid up capital representing 58,34,460 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.

The Company has appointed Purva Sharegistry India Pvt Limited as its Registrar and Share Transfer
Agent ("RTA") for providing share registry and investor-related services. The Company works
closely with the RTA to ensure prompt investor servicing and timely redressal of shareholder
grievances.

49. Request to Investors

a. Shareholders are requested to promptly notify any change in their address, e-mail address, bank
account details, mobile number, nomination or other relevant particulars to the Company''s
Registrar and Share Transfer Agent (RTA). Shareholders holding shares in dematerialised form
should intimate such changes directly to their respective Depository Participant (DP).

b. Shareholders are requested to ensure that their correct bank account details, including bank
account number, IFSC and MICR Code, are registered with their Depository Participant or the
Registrar and Share Transfer Agent, as applicable, to facilitate receipt of dividend and other
corporate benefits through electronic mode and to minimise the risk of fraudulent encashment.

c. Shareholders holding shares in dematerialised form are requested to contact their respective
Depository Participant for updating their KYC details, nomination, bank account particulars, e¬
mail address, mobile number and other records.

d. Shareholders holding shares in physical form under multiple folios in identical names are
requested to apply for consolidation of such folios by submitting the relevant share certificates to
the Company''s Registrar and Share Transfer Agent.

50. General

Your directors state that, except as disclosed elsewhere in this Report, no disclosure or reporting is
required in respect of the following matters, as there were no transactions or events requiring such
disclosure during the financial year under review:

a. There were no significant or material orders passed by any regulator, court or tribunal which
would impact the going concern status of the Company or its future operations. However, the
Members'' attention is invited to the Statement of Contingent Liabilities and Commitments
forming part of the Financial Statements.

b. No fraud has been reported by the Statutory Auditors under Section 143(12) of the Companies
Act, 2013 to the Audit Committee or the Board of Directors during the financial year under
review.

c. The Company has not issued any equity shares with differential rights as to dividend, voting or
otherwise.

d. The Company has not issued any sweat equity shares or equity shares to its employees under any
employee stock option scheme or any other employee benefit scheme.

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

f. There were no material changes or commitments affecting the financial position of the Company
between the end of the financial year, i.e., 31^st March 2026, and the date of this Report.

51. Green Initiative

In support of the Green Initiative and in compliance with the applicable provisions of the Companies
Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Annual Report for the Financial Year 2025-26 together with
the Notice of the 35th Annual General Meeting is being sent electronically to those Members whose
e-mail addresses are registered with the Company, its Registrar and Share Transfer Agent ("RTA")
or their respective Depository Participants.

Physical copies of the Annual Report and the Notice of the Annual General Meeting will be sent only
to those Members who have specifically requested the same or where electronic delivery is not
permitted under the applicable laws.

Members who have not yet registered or updated their e-mail addresses are requested to register or
update the same with their respective Depository Participant, in case the shares are held in
dematerialised form, or with the Registrar and Share Transfer Agent, in case the shares are held
in physical form, to enable the Company to send all future communications electronically and support
the Green Initiative.

52. Compliance to the provisions relating to the Maternity Benefits Act, 1961

The Company is in due compliance with the provisions of the Maternity Benefit Act, 1961, as
amended from time to time. The Company has implemented the prescribed benefits and facilities for
eligible employees and continues to uphold its commitment towards creating an inclusive and
employee-friendly workplace in line with the said Act.

53. Review & Amendments

The Board of Directors of the Company has, from time to time, formulated and approved various
policies in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI LODR
Regulations"). These policies are periodically reviewed by the Board and updated, wherever
necessary, to ensure their continued relevance, effectiveness, and compliance with the applicable
statutory and regulatory requirements.

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

All the above policies, framed in compliance with the applicable provisions of the Companies Act,
2013 and the SEBI LODR Regulations, are hosted on the Company''s website at
https://www.ashramonline.in and are available for inspection by the Members.

54. Acknowledgement

Your directors place on record their sincere appreciation and gratitude to the Statutory Auditors,
Secretarial Auditor, Internal Auditor, Registrar and Share Transfer Agent, Stock Exchanges, Depositories,
Bankers, various Central and State Government authorities, regulatory authorities and other statutory
authorities for their continued guidance, support and cooperation extended to the Company during the
financial year.

The Board also expresses its heartfelt gratitude to the Company''s shareholders, customers, suppliers,
business associates and all other stakeholders for their continued trust, confidence and support.

The Directors place on record their deep appreciation for the dedication, commitment and valuable
contribution of all the employees of the Company, whose continued efforts have significantly contributed
to the Company''s performance and growth.

The Board looks forward to the continued support and encouragement of all its stakeholders in the years
ahead.

By Order of the Board of Directors
For Ashram Online.Com Limited

Sd/-
Sangita Tatia
Chairman / Whole Time Director
DIN.06932448

Place: Chennai
Date: 31/07/2026

Your directors have pleasure in presenting the 34^th 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 2025.

1. Financial Highlights

The financial results of the Company for the year ended 31st March 2025 is summarized
below:

2. Operating Results and Business Operations

During the financial year 2024 — 2025, your Company incurred a loss of Rs. 6.99 lakhs,
compared to a loss of Rs. 12.29 lakhs in the previous financial year 2023—2024.

3. Dividend

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 2024
- 2025

4. Transfer of Unclaimed Dividend to Investor Education And Protection
Fund:

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

5. Transfer To Reserves

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

6. Change in Nature of Business of company

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

7. Material Change and Commitments of the Company

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.

8. Particulars of Loans, Guarantees and Investment

The Company has given loans of Rs. 65.00 lacs during the F.Y. 2024 — 2025 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 guarantees during the financial year 2024 - 2025.

9. Deposit from Public

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, 2025.

10. Share Capital and Listing on Stock Exchange

11. Subsidiaries, Associates and Joint Venture Companies

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.

12. 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.

13. 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

14. 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.

15. Independent Directors’ Declaration

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.

16. Annual Performance Evaluation by the Board

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 2024- 2025 was discussed
by the Nomination and Remuneration Committee and the Board at their respective
meetings held in May 2025. 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

17. Related Parties Transactions

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. 2024 - 2025 were in the ordinary course of
business and at arm’s length terms. During FY 2024 - 2025, 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. 2024 - 2025, 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. 2024 - 2025 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 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.

18. Management Discussion and Analysis

In compliance with 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”

19. Policy of Directors Appointment and Remuneration

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.

20. Familiarization Program for Independent Directors

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 program 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 program for Independent Directors is disclosed on
the Company’s website at www.ashramonline.in

21. Other Disclosures

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

22. Number of Meetings of the Board

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.

23. Statutory Compliance

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.

24. Directors’ Responsibility Statement

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 2025, 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.

25. Audit Committee

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.

26. Nomination and Remuneration Committee

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 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.

27. Stakeholders’ Relationship Committee

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.

28. Disclosure on Acceptance of Recommendations Made by Board Committees

During F.Y. 2024 - 2025, various recommendations were made by the Committees to the
Board of Directors, which were all accepted by the Board, after necessary deliberations.

29. Details of Significant and Material Orders Passed by the Regulators or Courts

/ Tribunal

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., 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”

31. Managerial Remuneration and Employees and Related Disclosures

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 sent to all the Members of your Company, excluding the aforesaid
information about the employees.

32. CFO Certification

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”.

33. Certificate of Non-Disqualification of Directors

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”.

34. Internal Control System and Adequacy

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.

35. Audit & Auditors

36. Failure to Implement Any Corporate Action

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

37. Extract of Annual Return

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 on the website of the company
www. ashramonline.in

38. Risk Management

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.

39. Disclosure as Per Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013

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

40. Compliance with the Provisions of Secretarial Standards

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.

41. Disclosure of Shares Held by Promoters in Demat Form

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

42. Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo

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 have any
Energy Consumption based business other than normal consumption of Energy in
Administrative Office. The company deploys all possible measures 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 with any Foreign
Exchange in any manner during the year under review. Hence the same is not
reportable.

43. Code of Conduct for Directors and Senior Management

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

44. Corporate Social Responsibility

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

45. Vigil Mechanism

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

46. Details of One Time Settlement with Any Bank or Financial Institution Along
with the Reasons Thereof

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 proceedings 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, 2025, 48.62% of the Company’s total paid up capital representing
58,34,460 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 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.

50. General

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 is 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.

51. Review & Amendments

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 have 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

♦♦♦ Terms and conditions for appointment of independent Directors

♦♦♦ Familiarization Program for Independent Directors

♦♦♦ Code for prevention of Insider Trading in Securities

52. Green Initiative

Electronic copies of the Annual Report 2024-25 and the Notice of the 34^th Annual General
Meeting are sent to all members whose email addresses are registered with the Company/RTA.

The hard copy of Annual Report 2024-25 will be sent only to those shareholders who request
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.

53. Acknowledgement

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.

By Order of the Board of Directors
For Ashram Online.Com Limited

Sd/-
Sangita Tatia
Chairman / Whole Time Director
DIN. 06932448

Place: Chennai
Date: 01/09/2025

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.

1. Financial Highlights

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

2. Operating Results And Business Operations

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.

3. Dividend

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

4. Transfer of Unclaimed Dividend To Investor Education And
Protection Fund:

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

5. Transfer To Reserves

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

6. Change in Nature of Business of company

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

7. Material Change and Commitments of the Company

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.

8. Particulars of Loans, Guarantees and Investment

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.

9. Deposit from Public

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.

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.

14. Share Capital and Listing on Stock Exchange

15. Subsidiaries, Associates and Joint Venture Companies

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.

16. Annual Performance Evaluation by the Board

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

17. Related Parties Transactions

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.

18. Management Discussion and Analysis

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”

19. Policy of Directors Appointment and Remuneration

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.

20. Familiarization Program for Independent Directors

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

21. Other Disclosures

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

22. Number of Meetings of the Board

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.

23. Statutory Compliance

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.

24. Directors’ Responsibility Statement

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.

25. Audit Committee

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.

26. Nomination and Remuneration Committee

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.

27. Stakeholders’ Relationship Committee

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.

28. Disclosure on Acceptance of Recommendations Made By Board
Committees

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.

29. Details of Significant and Material Orders Passed By the Regulators or
Courts / Tribunal

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”

31. Managerial Remuneration and Employees and Related Disclosures

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.

32. CFO Certification

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”.

33. Certificate of Non Disqualification of Directors

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”.

34. Failure to Implement Any Corporate Action

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

35. Extract of Annual Return

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

36. Audit & Auditors

37. Internal Control System and Adequacy

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.

38. Risk Management

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.

39. Disclosure as Per Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013

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

40. Compliance with the Provisions of Secretarial Standards

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.

41. Disclosure of Shares Held By Promoters in Demat Form

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.

42. Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo

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.

43. Code of Conduct for Directors and Senior Management

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

44. Corporate Social Responsibility

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

45. Vigil Mechanism

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

46. Details of One Time Settlement with Any Bank or Financial Institution
Along With the Reasons Thereof

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.

50. Review & Amendments

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

51. General

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.

52. Green Initiative

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.

53. Acknowledgement

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.

By Order of the Board of Directors
For Ashram Online.Com Limited

Sd/-
Sangita Tatia
Chairman / Whole Time Director

DIN. 06932448

Place: Chennai
Date: 03.09.2024

Dear Shareholders,

The Directors have great pleasure in presenting the 22nd Annual Report together with the Audited Accounts of your Company for the financial year ended 31st March 2013.

1. OPERATIONS

The financial results of the Company for the year ended 31st March 2013 is summarized below:

Rs. in Lacs

Particulars Year ended Year ended 31st March 31st March 2013 2012

Income from Operations ---- ---

Non-operating Income 14.22 9.66

Total Income 14.22 9.66

Total Expenditure 32.82 23.48

Profit/Loss before Depreciation -18.60 -13.82

Interest and Taxation

Interest & Finance Charges ---- ----

Depreciation 0.10 0.12

Profit/Loss before Tax -18.70 -13.93

Provision for Current Taxes ---- ----

Provision for Deferred Taxes ---- ----

Profit/Loss after Tax -18.70 -13.93

Statutory Reserve ---- ----

Balance in Profit & Loss Account -15.80 -1.87

Balance carried to Balance Sheet -34.49 -15.80



Your Company has incurred a loss, of Rs. -18.70 lacs for the financial year 2012 - 2013 as compared to loss of Rs.-13.93 in the previous year 2011 – 2012.

DIVIDEND

In order to stream Line Company''s business model, the board of directors have decided not to declare any dividend for the current fiscal.

FIXED DEPOSITS

The Company has not accepted any public deposits and , as such, no amount on account of principal or interest on public deposit was out standing as on date of balance sheet.

DIRECTORS

Mr. E. Subbarayan Director, and Mr. Jetender Surchander Rao Director retire by rotation and being eligible offer themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 the Directors hereby confirm that:

i) in the preparation of the Annual Accounts for the financial year ended 31st March, 2013 the applicable Accounting Standards have been followed and there are no material departures;

ii) they 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 and of the profit and loss account of the company for that period;

iii) they have taken proper and sufficient care to the best of their knowledge and ability 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) they have prepared annual accounts on a going concern basis.

AUDITORS

M/s K Subramanyam & Co, Chartered Accountants, Auditors of the Company, retire at ensuing Annual General Meeting and have furnished a certificate under Section 224(1B) regarding their eligibility for reappointment as the Company''s Auditors for the year 2013 - 14. The Auditor have certified the Company''s Compliance of the requirements of Corporate Governance in terms of the Listing Agreement and the same is enclosed as an annexure to the Corporate Governance Report.

PARTICULARS OF EMPLOYEES

Particulars of the employees of the Company who were in receipt of remuneration, which in aggregate exceeded the limits fixed under Section 217 (2A) of the Companies Act, 1956 and Companies (Particulars of Employees) Rules 1975 is not applicable to the company for the year.

PARTICULARS AS REQUIRED UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988 Conservation of Energy.

The Company had taken steps to conserve energy in its office use, consequent to which energy consumption has been minimized. Since the company has not carried on industrial activities, disclosures regarding impact of measures on cost of production of goods, total energy consumption, etc., are not applicable.

Technology Absorption:-

The company has not adopted / intends to adopt any technology for its business and hence no reporting is required to be furnished under this heading.

Foreign Exchange Inflow & Outgo:-

Foreign Exchange inflow during the year :- Nil Foreign Exchange outgo during the year :- Nil

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreements is presented in a separate section forming part of the Directors Report as Annexure A.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the requirements set out by the Securities Exchange Board of India''s, Corporate Governance Practices and have implemented all the stipulations prescribed. Report on Corporate Governance as stipulated in Clause 49 of the Listing Agreement is presented in a separate section forming part of the Directors'' Report as Annexure B.

EXPLANATION TO AUDITORS OBSERVATION

As regards the qualification given by the auditor in Point No. IX Annexure to Auditor Report. The Company has filed a writ petition and stay petition with the Honorable High Court of Madras.

COMPANY SECRETARY

The Company is making consistent efforts for appointment of whole time Company Secretary. The Company has been availing services of practicing Company Secretary from time to time to ensure compliance of the provisions of the applicable acts and statutes . Also the Annual Return of the Company is being certified by practicing Company Secretary from year to year and the company is also taking certification from them for Stock Exchanges Compliances .

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Customers and Members during the year under review.Your Directors also wish to place on record their deep sense of appreciation for committed and dedicated services of the workers, staff, and officers of the Company.



BY THE ORDER OF THE BOARD

FOR ASHRAM ONLINE.COM LIMITED

Sd/-

PLACE : CHENNAI S. PA NNALAL TATIA

DATE : 30.08.2013 CHAIRMAN CUM EXECUTIVE DIRECTOR

Dear Shareholders,

The Directors have great pleasure in presenting the Twenty First Annual Report together with the Audited Accounts of your Company for the financial year ended 31st March 2012

OPERATIONS

The financial results of the Company for the year ended 31st March 2012 is summarized below:

(Rs in Lacs)

Year ended 31st Year ended 31st Particulars March 2012 March 2011

Income from Operations - -

Non-operating Income 9.66 9.97

Total Income 9.66 9.97

Total Expenditure 23.48 28.10

Profit/Loss before Depreciation, Interest and Taxation -13.82 -18.13

Interest & Finance Charges 0.00 0.00

Depreciation 0.12 0.16

Profit/Loss before Tax -13.94 -18.29

Provision for Current Taxes 0 0

Provision for Deferred Taxes 0 0

Profit/Loss after Tax -13.94 -18.29

Balance in Profit & Loss Account -1.87 16.42

Balance carried to Balance Sheet 15.8 -1.87

Your Company has incurred a loss, of Rs. (-13.94) lacs for the financial year 2011-12 as compared to loss of Rs.(18.29) in the previous year 2010-11.

DIVIDEND

Since the company incurred Loss, no dividend is recommended for the current financial year by the Board of Directors

FIXED DEPOSITS

The Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposit was out standing as on date of balance sheet.

DIRECTORS

Ms. C.. Hemamalini and Mr.S. Pannalal Jain Tatia, Directors retire by rotation and being eligible offer themselves for reappointment.

Mr. Jetender Surchander Rao was appointed as an Additional Director w.e.f. 6th April, 2012 by the Board of Directors in their meeting held on the same day. Resolution seeking the approval of the Members for the appointment has been incorporated in the Notice of the Annual General Meeting and the brief detail about Mr. Jetender Surchander Rao has been provided in the Corporate Governance Report.

Mr. Gopal B Ahuja and Mr. Bharat Jain Tatia has resigned their directorship on 6th April, 2012 and the Board places on record its appreciation of the invaluable contribution made by them during their tenure as a Director of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 the Directors hereby confirm that:

i) In the preparation of the Annual Accounts for the financial year ended 31st March, 2012 the applicable Accounting Standards have been followed and there are no material departures;

ii) They 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 and of the profit and loss account of the company for that period;

iii) They have taken proper and sufficient care to the best of their knowledge and ability 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) They have prepared annual accounts on a going concern basis.

AUDITOR''S

M/s K Subramanyam & Co, Chartered Accountants, Auditors of the Company, retire at ensuing Annual General Meeting and have furnished a certificate under Section 224(1B) regarding their eligibility for reappointment as the Company''s Auditors for the year 2012 - 13.

PARTICULARS OF EMPLOYEE''S

Particulars of the employees of the Company who were in receipt of remuneration, which in aggregate exceeded the limits fixed under Section 217 (2A) of the Companies Act, 1956 and Companies (Particulars of Employees) Rules 1975 is not applicable to the company for the year.

PARTICULARS AS REQUIRED UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

Conservation of Energy

The Company had taken steps to conserve energy in its office use, consequent to which energy consumption has been minimized. No additional Proposals/Investments were made to conserve energy. Since the company has not carried on industrial activities, disclosures regarding impact of measures on cost of production of goods, total energy consumption, etc., are not applicable.

Technology Absorption:-

The company has not adopted / intends to adopt any technology for its business and hence no reporting is required to be furnished under this heading.

Foreign Exchange Inflow & Outgo:-

Foreign Exchange inflow during the year :- Nil

Foreign Exchange outgo during the year :- Nil

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreements is presented in a separate section forming part of the Directors Report.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the requirements set out by the Securities Exchange Board of India''s, Corporate Governance Practices and have implemented all the stipulations prescribed. Report on Corporate Governance as stipulated in Clause 49 of the Listing Agreement is presented in a separate section forming part of the Directors'' Report as Annexure A.

EXPLANATION TOAUDITORS OBSERVATION

As regards the qualification given by the auditor in Point No. IX Annexure to Auditor Report . The Company has filed a writ petition and obtained stay order from the Honorable High Court of Madras.

REGISTRAR CUM TRANSFER AGENT

The Company appointed M/s Knack Corporate Services Limited as Registrar and Transfer Agent (RTA) during the year . However M/s. Knack Corporate Services Private Limited have not completed all required formalities and provided connectivity on full basis. Only the National Securities Depository Limited connectivity was shifted to M/ s. Knack Corporate Services Private Limited. The Central Depository Services ( India) Limited connectivity is still with M/s. Cameo Corporate Services Limited due to non completion of formalities by M/s Knack Corporate Services Private Limited . Knack Corporate Services Private Limited had requested the company for completing the transfer of The Central Depository Services ( India) Limited connectivity to them very soon.

COMPANY SECRETARY

The Company is making consistent efforts for appointment of whole time Company Secretary. The Company has been availing services of practicing Company Secretary from time to time to ensure compliance of the provisions of the applicable acts and statutes . Also the Annual Return of the Company is being certified by practicing Company Secretary from year to year and the company is also taking certification from him for Stock Exchange Compliances.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Customers and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for committed and dedicated services of the workers, staff, and officers of the Company.

BY THE ORDER OF THE BOARD

FOR ASHRAM ONLINE .COM LIMITED

Sd/-

S. PANNALAL TATIA

CHAIRMAN CUM EXECUTIVE DIRECTOR

PLACE: CHENNAI

DATE : 30th August 2012

The Directors have great pleasure in presenting the 19th Annual Report together with the Audited Accounts of your Company for the financial year ended 31st March 2010

OPERATIONS

The financial results of the Company for the year ended 31st March 2010 is summanzed below:

(Rs in Lacs)

Year ended 31st Year ended 31st

Partculars March 2010 March 2009

Income from Operations - -

Non-operating Income 13.54 10.23

Total Income 13.54 10.23

Total Expenditure 26.09 28.11

Profit before Depreciation,

Interest and Taxation -12.55 -17.88

Interest & Finance Charges 0.00 0.00

Depreciation 0.23 0.29

Profit before Tax -12.78 -18.17

Provision for Current Taxes 0 0

Provision for Deferred

Taxes 0 0.03

Profit after Tax -12.78 -18.13

Balance in Profit & Loss

Account 29.21 47.33

Balance carried to Balance

Sheet 16.42 29.20

Your Company has incurred a loss of Rs. (-12.78) lacs for the financial year 2009-10 as compared to loss of in the previous year 2008-09

DIVIDEND

Since the company incurred Loss no dividend is recommended for the current financial year by the Board of Directors

FIXED DEPOSITS

The Company has not accepted any public deposits and , as such, no amount on account of principal or interest on public deposit was out standing as on date of balance sheet

DIRECTORS

Mr S. Pannalal Tatia and Mr.Gopal B Ahuja . Directors retire by rotation and being eligible offer themselves for reappointment

During the year Ms. D. Ruby has resigned her directorship The Board places on record Ms appreciation of the invaluable contribution made by her during her tenure as a Director of the company

Mr Bharat Jain Tatia explained his inability to continue as Managing Director due to his personal reason The Board accepted the resignation and expressed its sincere thanks for the services rendered by him. On considerning his rich caliber and contribution to the Company, it was decided by the Board to avail his service by continuing his service as Non-Executive Director in the Board

Appointment of Additional Director

During the year Ms. D. Hemamalini is appointed as the Additional Director on 31.03,2010 according to Section 260 of the Company Act, 1956.

Change in Designation- Mr. S. Pannalal Tatia • Director is re- designated as Executive Director cum Compliance officer of Company

RESIGNATION

During the year Ms. D Ruby has ceased to be Director due to resignation The Board places on record its appreciation of the invaluable contribution made by her during her tenure as a Director of the company

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 the Directors hereby confirm that:

i) In the preparation of the Annual Accounts for the financial year ended 31- March, 2010 the applicable Accounting Standards have been followed and there are no material departures;

ii) they 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 and of the profit and loss account of the company for that period;

iii) They have taken proper and sufficient care to the best of their knowledge and ability 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) they have prepared annual accounts on a going concern basis

AUDIT COMMITTEE

The Audit Committee that was constituted pursuant to Section 292 A of the Companies Act. 1956 has Mr Gopal B Ahuja ( Chairmen) Mr S. Pannnalal Tatia and Ms D Hemamalini as its Members

AUDITORS

Mis K Subramanyam & Co, Chartered Accountants, Auditors of the Company, retire at ensuing Annual General Meeting and have furnished a certificate under Section 224(1B) regarding their eligibility for reappointment as the Companys Auditors for the year 2010 - 11

PARTICULARS OF EMPLOYEES

Particulars of the employees of the Company who were in receipt of remuneration, which in aggregate exceeded the limits fixed under Section 217 (2A) of the Companies Act, 1956 and Companies (Particulars of Employees) Rules 1975 is not applicable to the company for the year.

PARTICULARS AS REQUIRED UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES. 1988

Conservation of Energy

The Company had taken steps to conserve energy in its office use, consequent to which energy consumption has been minimized No additional Proposals/Investments were made to conserve energy Since the company has not carried on industrial activtiies, disclosures regarding impact of measures on cost of production of goods, total energy consumption etc.. are not applicable.

Technology Absorption:-

The company has not adopted I intends to adopt any technology for its business and hence no reporting is required to be furnished under this heading.

Foreign Exchange Inflow & Outgo:-

Foreign Exchange inflow during the year:- Nil

Foreign Exchange outgo during the year :- Nil

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreements is presented in a separate section forming part of the Directors Report

CORPORATE GOVERNANCE

Your Company is committted to maintain the highest standards of Corporate Governance Your Directors adhere to the requirements set out by the Securities Exchange Board of Indias. Corporate Governance Practices and have implemented all the stipulations prescribed. Report on Corporate Governance as stipulated in Clause 49 of the Listing Agreement is presented in a separate section forming part of the Directors Report

EXPLANATION TO AUDITORS OBSERVATION

As regards the qualification given by the auditor in Point No. ix Annexure to Auditors Report. The company has filed a writ petition and obtained stay order from the Honorable High Court of Madras.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for assistance and co-operation received from the Financial Institutions. Banks. Government Authorities. Customers and Members during the year under review

Your Directors also wish to place on record their deep sense of appreciation for committed and dedicated sen/ices of the workers, staff, and officers of the Company

BY THE ORDER OF THE BOARD

FOR ASHRAM ONLINE COM LIMITED

Sd/-

S.PANNALAL TATIA

CHAIRMAN

PLACE: CHENNAI

DATE : 2nd September 2010

The Directors have great pleasure in presenting the 18th Annual Report together with the Audited Accounts of your Company for the financial year ended 31st March 2009.

OPERATIONS

The financial results of the Company for the year ended 31st March 2009 is summarized below:

(Rs in Lacs)

Particulars Year ended 31st Years ended 31st March 2009 March 2008

Income from Operations 703.32

Non-operating Income 10.23 6.64

Total Income 10.23 709,96

Total Expenditure 28.11 707,39

Profit before Depreciation, Interest and Taxation -17.86 2.57

Interests, Finance Charges 0,00 0.07

Depreciation 0.29 0.35

Profit before tax -18.17 2.15

Provision tor Current Taxes 0 0.33

Provision for Deferred Taxes 0.03 0

Profit after Tax -18.13 1.82

Balance in Profit & Loss Account 47.33 45.51

Balance carried to Balance Sheet 9.20 47.33

Your Company has incurred a loss of Rs. 18.13 lacs for the financial year 2008-09 as compared to profit of Rs. 1.82 lacs In the previous year 2007 08

DIVIDEND

Due to on going business constraints to maintain operating profitability, the board of directors have decided not to declare any dividend for the current fiscal.

FIXED DEPOSITS

The company has not invited or accepted any Fixed Deposits from the public.

DIRECTORS

Mr. E. Subbarayan and Ms. D. Ruby, Directors retire by rotation and being eligible offer themselves for reappointment.



DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 the Directors hereby confirm that:

i) In the preparation of the Annual Accounts for the financial year ended 31stMarch, 2009 the applicable Accounting Standards have been followed and there are no material departures;

ii) they 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 and of the profit and loss account of the company for that period;

iii) They have taken proper and sufficient care to the besl of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provlsions of the Act for safeguarding the assets. of the Company and for preventing and detecting fraud and other irregularities:

(V) They have prepared annual accounts on a going concern basis.

AUDITORS

M/s K Subramanyam & Co. Chartered Accountants. Auditors of the Company, retire at ensuing Annual General Meeting and have furnished a certificate under Section 224(1B) regarding their eligibility for reappointment as the Companys Auditors for the year 2008 -09.

PARTICULARS OF EMPLOYEES

Particulars of the employees of the Company who were in receipt of remuneration, which in aggregate exceeded the limits fixed under Section 217 (2A) of the Companies Act. 1856 and Companies (Particulars of Employees) Rules 1975 is not applicable to the company for the year

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

As the company is not an industrial undertaking, accordingly, particulars with regard to conservation of energy and technology absorption and adaptation required to be given under these heads in accordance with the provisions of

Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

There is no reportable information on Foreign Exchanges Earnings and Outgo during the review under review.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreements is presented in a separate section forming part of the Directors Report

CORPORATE GOVERNANCE

Vouc Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the requirements set out by the Securities Exchange Board of Indias, Corporate Governance Practices and have implemented all the stipulations prescribed. Report on Corporate Governance as stipulated in Clause 49 of the Listing Agreement is presented in a separate section forming part of the Directors Report.

EXPLANATION TO AUDITORS OBSERVATION

The company has filed a writ petition and obtained stay order form the Honourable High Court of Madras.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Customers and Memhers during the year under review,

Your Directors also wish to place on record their deep sense of apprecation for committed and dedicated services of the workers, staff, and officers of the Company

BY THE ORDER OF THE BOARD FOR ASHRAM ONLINE COM LIMITED

Sd/-

S.PANNALALTATIA

CHAIRMAN

PLACE:CHENNAI

DATE : 2nd September, 2009