The Board of Directors have the pleasure in presenting the Companies 42 ^nd Annual Report together with the Audited
Financial Statements for the financial year ended 31^st March, 2024 along with the Auditor's Report thereon.

The financial result of the company for the financial year 2023-2024 as compared with the previous year are as
follow:

Financial Results: -

R in lakhs)

Performance: -

The Total Income for the financial year under review is ^ 0.48 Lakh against ^ 0.48 Lakh in previous year. The Net
Loss after taxation marked by the company during the year under review was ^ (15.79) Lakh as compared to loss
of ^ (637.29) Lakh during the previous year.

Operation: -

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

Dividend: -

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

Transfer to Reserve: -

There has been no transfer to Reserves during the Financial Year 2023-2024.

Change in the nature of business: -

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

Public Deposits: -

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

Compliance with the Indian Accounting Standards: -

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2024
has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the

Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014.

Directors and Key Management Personnel (KMP):-

As on March 31, 2024, the Board of Directors of your Company comprised of Four (4) Directors one of whom
is the Whole Time Director and one is Non-Executive Director. The remaining two (2) directors are Non¬
Executive and Independent Directors including one Woman Director.

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

Mr. Abhishek Kumar Jain, Non-Executive Director, is liable to retire by rotation at the ensuing AGM, pursuant
to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies
(Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-
enactment(s) thereof for the time being in force), the Articles of Association o f the Company and being
eligible has offered himself for reappointment. The Board of Directors, on the recommendation of the
Nomination and Remuneration Committee and based on report of performance evaluation has
recommended his re-appointment as Non-Executive Director of the Company.

The Board of Directors on the recommendations of the Nomination and Remuneration Committee at their
meeting held on 28/05/2024, changed the designation of Mr. Vinod Kumar Bothra from Whole Time Director
to Managing Director (MD) and Chief Executive Officer (CEO) of the Company with immediate effect on the
existing terms & conditions. Accordingly he will hold office as Managing Director and Chief Executive Officer for
his remaining tenure of his office viz. upto 31/07/2026. However there is no change in his existing remuneration.
The change in designation is being carried out for re-organizing the Board. The Board has also decided to carry
out 42^nd Annual General Meeting for availing approval of Shareholders to above change.

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

All Independent Directors of the Company have confirmed that they have already registered their names with
the data bank maintained by the Indian Institute of C orporate Affairs [“IICA”] as prescribed by the Ministry of
Corporate Affairs under the relevant Rules, and that they would give the online proficiency self-assessment test
conducted by IICA which is prescribed under the relevant Rules, if applicable.

Appropriate resolutions for appointment/ re-appointment are being placed for the approval of the
shareholders of the Company at the ensuing AGM. The brief resume of directors appointed/re- appointed
and other related information has been detailed in the Notice read along with the explanatory statement
convening the 41^st AGM of the Company in accordance with the provisions of the Companies Act, 2013 read
with the Rules issued there under and the Regulation 36 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended from time to time.

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

Policy on Directors, Key Managerial Personnel - Appointment & Remuneration including Nomination &
Remuneration Committee:-

The Board has framed a policy on Director's Appointment and Remuneration & duly constituted Nomination

and Remuneration Committee pursuant to the Regulation 19 of SEBI (Listing Obligations and Disclosure
Requirements), Regulations 2015 and read with Section 178 of the Companies Act, 2013.

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

Remuneration policy for the Directors, Key Managerial Personnel and other Employees has been disclosed on the
Company website i.e. https://www.shreetulsionline.com/Codes%20&%20Policies/Remuneration%20Policy.pdf
More details about above have been outlined in the Corporate Governance Report which forms a part of this
report.

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

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

Declaration of Independent Directors:-

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

Committee of the Board:-

The Board of Directors has following Committee

1) Audit Committee

2) Nomination & Remuneration Committee

3) Stakeholder Relationship Committee

4) Risk Management Committee

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

Directors Responsibility Statement:-

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, the Board of Directors, to
the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts for the year ended 31^st March, 2024, the applicable Indian
Accounting Standards have been followed along with proper explanation relating to material departures, if
any;

(ii) the directors have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year 31^st March, 2024 and of the profit and loss of the company for
the year ended on that date;

(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing
and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis;

(v) the directors have laid down internal financial controls to be followed by the company and such internal
financial controls are adequate and operating effectively;

(vi) the directors have devised proper systems to ensure compliance with the provisions of all applicable

laws and that such systems were adequate and operating effectively.

Statement concerning development and implementation of Risk Management Policy of the Company:-

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

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

Number of Meeting of the Board:-

During the year under review 4 (Four) Meetings of the Board of Directors of the Company were held.

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

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

Extract of Annual Return:-

Pursuant to the provisions of Section 92(3) and Section 134(3) (a) of the Companies Act, 2013 read with Rule
12(1) of the Companies (Management and administration) Rules, 2014, the Annual Return as on 31^st March, 2024
is available on the website of the Company www.shreetulsionline.com.

Board Evaluation:-

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

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

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

Particulars of Contracts or Arrangements made with Related Parties: -

All contracts / arrangements / transactions entered by the Company during the financial year with related parties
were in the ordinary course of business and on an arm's length basis. During the year, the Company had not
entered into any contract / arrangement / transaction with related parties as defined under Section 188 of the
Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements), Regulations
2015 which could be considered material in accordance with the policy of the Company on materiality of related
party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)
of the Companies Act in Form AOC-2 is not applicable. Attention of the members is drawn to the disclosures of
transactions with the related parties is set out in Notes to Accounts forming part of the financial statement for
the year 2023-2024.

Subsidiaries, Joint Ventures and Associate Companies:-

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

Internal Financial Control and their adequacy:-

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

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

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

Corporate Governance:-

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

Management Discussion and Analysis Report:-

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

The details of difference between amount of the valuation done at the time of one time settlement and
the valuation done while taking loan from the banks or financial institutions along with the reasons
thereof:

Not Applicable

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

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

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

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

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

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

• No Expenditure has been made for research and development during the year under review.

• There were no Foreign Exchange earnings or out go during the year under review.

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

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

Human Resources:-

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

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

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

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

Auditors & Auditors Observations:-

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

1. Statutory Auditor and their Report:-

As per the requirements of Section 139(2) of the Companies Act, 2013 and the Companies (Audit and
Auditors) Rules, 2014, the Board of Directors in the meeting held on 27^th June, 2024, on the recommendation
of the Audit Committee and the Board of Directors of the Company thereof, the consent of the members,
appointed M/S. Mohindra Arora & Co., Chartered Accountant (FRN No. 006551N), as the Auditors of the
company to hold the office from the conclusion of this 42^nd Annual General Meeting (AGM) until the conclusion
of 47^th Annual General Meeting (AGM) subject to approval of the members and to fix the remuneration as set
out at Item No. 3 of the Notice.

Explanations or Comments on Qualifications. Reservations or Adverse Remarks or Disclaimers made
by the Statutory Auditors in their Report:-

The Report given by M/s A P T & Co LLP, Chartered Accountants (Firm Registration No. 014621C/N500088),
Statutory Auditors of the Company on the Financial Statements for the year ended 31^st March, 2024 read
with explanatory notes thereon do not call for any explanation or comments from the Board under Section
134(3) of the Companies Act, 2013. The remarks, if any, made by the Auditors in their Report are properly
explained in the Note no. 19 of the Financial Statement.

2. Secretarial Auditors and their Report:-

M/s. Veenit Pal & Associates, Practicing Company Secretary was appointed to conduct Secretarial Audit of
the Company for the financial year 2023-2024 at their meeting on 23^rd May, 2023 as required under Section
204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. The report of the Secretarial Auditors in Form MR-3 is enclosed as Annexure-I to this
report.

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

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

3. Internal Auditor:-

The Members of Board has appointed M/s. Jain N K & Co., (FRN: 148125W) Chartered Accountant, as Internal
Auditors of the Company for Financial Year 2023-2024 at their meeting on 23^rd May, 2023 under provisions
of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 as
recommended by Audit Committee.

The suggestions made by the Internal Auditor in their Report were properly addressed and implemented.
Listing of Securities:-

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

Shares:-

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

1. Buy Back of Shares

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

2. Sweat Equity Shares

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

3. Bonus Issue

No Bonus Shares were issued during the year under review.

4. Employee Stock Option Scheme

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

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

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

Additional Information to Shareholders:-

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

Secretarial standards

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

Code of Conduct:-

As prescribed under Listing Regulation, a declaration signed by the Managing Director & Chief Executive
Officer affirming compliance with the Code of Conduct by the Directors and Senior Management Personnel of
the Company for the financial year 2023-2024 forms part of the Corporate Governance Report.

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

Managing Director & CFO Certification:

The Managing Director and/or CFO of the company are required to give an Annual Certificate on compliance
with Financial Reporting and internal controls to the board in terms of Regulation 17(8) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and Certificate on
Financial Results while placing the Annual Financial results before the board in terms of Regulation 33 of SEBI
Listing Regulations and same is published in this report.

Board Diversity Policy: -

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

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

Familiarization Program:-

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

Vigil Mechanism/ Whistle Blower Policv:-

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

Reporting of Frauds:-

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

Disclosure under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal)
Act, 2013:-

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

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

The following is a summary of sexual harassment complaints received and disposed off during the year 2023¬
2024.

No of complaints received : Nil

No of complaints disposed off : Nil

No of complaints pending as on end of the financial year : Nil

Disclosures:¬
> The Company has not accepted any fixed deposits during the year under review and accordingly, no amount

on account of principal or interest on deposits from public and/or Members were outstanding as at March
31, 2024.

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

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

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

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

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

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

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

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

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

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

Acknowledgement: -

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

By Order of the Board
For Shree Tulsi Online.Com Limited

Sunita Hanuman Singhi Vinod Kumar Bothra

(Director) (Managing Director and CEO)

(DIN: 06992243) (DIN: 00780848)

Regd. Office : 4, N. S. Road, 1^st Floor, Kolkata-700001

Email : investors@shreetulsionline.com

Website : www.shreetulsionline.com

Date : 27^th Day of June, 2024