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