Ashram Online.com Ltd Directors Report

Dear Stakeholders,

Your directors have pleasure in presenting the 35 th Boards 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:

Particulars	(Rupees in lacs)
	Year Ended 31 st March 2026	Year Ended 31 st March 2025
Income from Operations	48.28	35.40
Non-operating Income	52.85	34.18
T otal Income	101.13	69.57
T otal Expenditure	88.80	73.38
Profit / Loss before Depreciation, Interest and Taxation	12.32	(3.80)
Interest & Finance Charges	21.43	0.62
Depreciation	0.99	1.45
Profit / Loss before Tax	(10.10)	(5.88)
Prior Period Tax	3.00	3.00
Provision for Current Taxes	-	-
Provision for Deferred Taxes	(0.17)	(1.88)
Profit / Loss after Tax	(12.92)	(6.99)
Other Comprehensive Income	(13.75)	(175.59)
Transfer to Reserves	0.00	0.00
Balance carried to Balance Sheet	(26.67)	(182.59)

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 Companys 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

Total share capital of the Company	The paid-up Equity Share Capital as on March 31, 2026 was Rs.12,00,00,000/-. Consisting of 1,20,00,000 equity Shares at Rs. 10/- each. No additions and alterations to the capital were made during the financial year 2025 - 2026.
Issue of equity shares with differential rights	Your Company had not issued any equity shares with differential rights during the year under review
Issue of sweat equity shares	Your Company had not issued any sweat equity shares during the year under review.
Issue of employee stock options	Your Company has not issued any employee stock options during the year under review.
Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of the employees	Your Company has not made any provision of money for the purchase of its own shares by employees or by trustees for the benefit of the employees during the year under review
Listing of Shares	The Shares of the Company are listed in Bombay Stock Exchange Limited having Scrip Code 526187
Suspension of shares from trading	During the financial year 2025 - 2026, the shares of the Company were not suspended from trading on the 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, NonIndependent 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 Companys 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 Companys 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 Companys 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

S.no Name of the Director	DIN	Designation	Appointme nt dt
1 Mrs. Sangita Tatia	06932448	Executive / Promoter/ Whole -Time Director	31.07.2014
*2 Mr. Tatia Jain Pannalal Sampathlal	01208913	Non \u2014 Executive / Non - Independent Director	13.11.2018
2 Mr. V. Ramasubramanian	07666326	Non \u2014 Executive / Independent Director	31.10.2016
3 Mr. M. Palanivel	07743785	Non \u2014 Executive / Independent Director	31.10.2016

*Note: Mr. Tatia Jain Pannalal Sampathlal (DIN: 01208913), Founder Director and Non-Executive, NonIndependent 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.

S.no Name	Designation
1 Mrs. Sangita Tatia	Chairman and Whole-Time Director
2 Mr. M. Thadhalingam	Chief Financial Officer
3 Mr. Raghuvender	Company Secretary & Compliance Officer (Resigned w.e.f. 05 December 2025)
4 Mrs. Roshni Sharma	Company Secretary & Compliance Officer (Appointed w.e.f. 10 December 2025)

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 Companys 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 Companys 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 Boards performance is available on the Companys 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 Companys website at .

All Related Party Transactions entered during the financial year were in the ordinary course of business and on an arms 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 Companys 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 Companys 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 Companys website at .

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 Committee

The 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 Companys website at .

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 Companys 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 Companys 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 Companys 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 Companys website at: . 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 Companys 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 Companys website at .

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:

S.no	Particulars	Number
1	Number of complaints pending at the beginning of the financial year	Nil
2	Number of complaints received during the financial year	Nil
3	Number of complaints disposed of during the financial year	Nil
4	Number of complaints pending as at the end of the financial year	Nil

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:

(A) Conservation of Energy	The Company is primarily engaged in activities that are not energy intensive. Nevertheless, the Company continues to take appropriate measures to conserve energy by promoting efficient utilisation of electricity and other resources in its day-to-day operations. During the financial year under review, there were no specific energy conservation initiatives requiring disclosure under the aforesaid provisions.
(B) Technology Absorption	The Company is not engaged in any manufacturing or technologyintensive activities. Accordingly, there was no expenditure incurred on technology absorption, research and development or technology transfer during the financial year under review.
(C) Foreign Exchange Earnings and Outgo	During the financial year ended 31 March 2026, the Company had no foreign exchange earnings or foreign exchange outgo.

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 Companys 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 the

Reasons 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

S.no Category	Auditors
1 Statutory Auditors	M/s. Darpan & Associates. Chartered Accountants LLP [Firm Registration No. 016156S09] were appointed as the Statutory Auditors of your Company. The report of the Statutory Auditors along with notes to financial statements for the FY 2025-26 is enclosed to this Report. The Auditors did not report any matter under Section 143(12) of the Act; therefore, no detail is required to be disclosed under Section 134(3) (CA) of the Act. The Auditors have expressed an unmodified opinion in their report on the financial statements of the Company. As regards the qualification given by the auditor in Point No. VII Annexure to Auditor Report. The Case is pending with the Honorable High Court of Madras.
2 Internal Auditors	M/s. V. Raj esh and Associates, Cost Accountants were appointed as your Company\u2019s Internal Auditor to conduct Internal Audit of your Company for the FY 2025-26. Internal Audit Reports are placed on Quarterly basis before the Audit Committee for their review.
3 Secretarial Auditors	Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors, at its meeting held on 29 May 2025, had appointed M/s. Lakshmmi Subramanian & Associates, Company Secretaries (Firm Registration No. P1987TN040500, FCS No. 3584, COP No. 1087, Peer Review Certificate No. 1670/2022) as the Secretarial Auditor of the Company for a term of five consecutive financial years, to conduct the Secretarial Audit of the Company in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Secretarial Audit Report for the financial year ended 31 March 2026 is annexed to this Report as Annexure \u2014 VII. The said Report does not contain any qualification, reservation, adverse remark or disclaimer.
Secretarial Compliance Report	Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Annual Secretarial Compliance Report for the financial year ended 31 March 2026 has been obtained from M/s. Lakshmmi Subramanian & Associates, Practising Company Secretaries, and submitted to BSE Limited within the prescribed timelines. The Annual Secretarial Compliance Report does not contain any qualification, reservation, adverse observation or disclaimer.
4 Cost Auditors	Cost Audit and Cost Records Maintenance of cost records and requirement of Cost Audit as prescribed under Section 148(1) of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 is not applicable to the business activities carried out by your Company
5 Reporting of Frauds	During the financial year under review, neither the Statutory Auditors nor the Secretarial Auditor reported any instance of fraud committed by the officers or employees of the Company under Section 143(12) of the Companies Act, 2013. Accordingly, no disclosure is required under Section 134(3) (ca) of the Companies Act, 2013

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 Companys 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 Companys website at .

48. Depository System

As the members are aware, the Companys shares are compulsorily tradable in electronic form only. As on March 31, 2026, 48.62% of the Companys 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 SEBIs 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 Companys 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, email 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 Companys 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.

S.no Policies
1 Code of conduct for Directors, Senior Management and Independent Directors
2 Policy for prevention of sexual harassment (POSH)
3 Policy on determination of Materiality of Events or Information
4 Board diversity policy
5 Performance evaluation policy
6 Succession plan for the Board and Senior Management
7 Risk management Policy
8 Vigil Mechanism or Whistle Blower Mechanism
9 Policy on preservation of documents
10 Policy on Related Party Transaction
11 Criteria for making payment to Non-Executive Directors
12 Terms and conditions for appointments of independent Directors
13 Familiarization Program for Independent Directors
14 Code for prevention of Insider Trading in Securities

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 Companys website at and are available for inspection by the Members.

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 Companys website www. ashramonline. in:

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 Companys 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 Companys 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