Directors Report of Alan Scott Enterprises Ltd.

Mar 31, 2025

The Board of Directors (hereinafter referred to as ''the Board'') are pleased to present the Thirty -
First (31^st) Annual Report, on the business and operations of Alan Scott Enterprises Limited
(formerly known as Alan Scott Industriess Limited) (''the Company/ASEL'') along with the Audited
Financial Statements and Auditors'' reports thereon for the financial year (''FY'') ended March 31,
2025 (''year under review'').

1. Financial Results:

Standalone Financial Results
Particulars	For the Financial Year Ended March 31, 2025	For the Financial Year Ended March 31, 2024
Total Revenue	_; 19,885.98	4,096.10
1 Cl 1 1	V f f
Total Expenses	13,336.21	13,733.60

Exceptional Items	-	-

Profit/(Loss) before Tax	6,549.77	(9,637.50)

Provision for:

a. Current Tax	-	-

b. Deferred Tax	-	-

Profit/(Loss) after Tax	6,549.77	(9,637.50)

Earning per equity shares of ^ 10 each (Basic and diluted)	1.80	(2.86)

Consolidate Financial Results
Particulars	For the Financial Year Ended March 31, 2025	For the Financial Year Ended March 31, 2024
Total Revenue	3,09,365.20	1,19,021.50

Total Expenses	3,27,529.40	1,53,988.80

Exceptional Items	-	-

Profit/(Loss) before Tax	(18,164.20)	(34,967.31)

Provision for:

a. Current Tax	-	-

b. Deferred Tax	-	-
m Â¦
Profit/(Loss) after Tax	(18,164.20)	(34,967.31)

Earning per equity shares of K 10 each (Basic and diluted)	(4.55)	(10.39)

2. Dividend:

Your Directors regret their inability to recommend any dividend for the financial year
ended March 31, 2025.

Further during the year under review, the Company was not required to transfer any
unpaid or unclaimed dividend to the Investor Education and Protection Fund.

3. Review of Operations R in Thousands):

During the year under review, on a standalone basis, the total revenue of the Company
saw a marginal increase of ^ 19,885.98 as against ^ 4,096.10 during the previous year
ended on March 31, 2024 ("Previous year''). The Company was able to reduce its expenses
and hence the Company saw a marginal profit of ^ 6,549.77 as against a loss of ^ 9,637.50
during the previous year.

On a consolidated basis, the Company saw an increase in the revenue from its operation
to ^ 3,09,365.20 as compared to ^ 1,19,021. The consolidated losses stood at ^ 18,164.20
as compared to ^ 34,967.31 during the previous year.

In addition to strengthening its core operations, the Company has strategically diversified
into newer service segments, a brief of which is as follows:

4. Brief on Subsidiaries of the Company:

1. Alan Scott Living:

Alan Scott Living brings together businesses that enrich daily life through
authenticity, wellness, and cultural relevance. These subsidiaries serve the fastÂ¬
growing segment of conscious consumers seeking purity, cultural roots, and
health-aligned products.

â¢ Alan Scott Retail Ltd. (ASRL): Operates 15 Miniso franchise stores across
major catchment areas including Mumbai, Surat, Goa, Hyderabad,
Shimla, Indore, and Dehradun. The company has targeted expansion to
25 stores in the next 18 months.

â¢ Alan Scott Saatwik Himalayan Products Ltd.: This subsidiary is building a
differentiated farm-to-home D2C brand anchored in Satvik purity and
Himalayan origins. It markets superfoods, teas, ghee, honey, and beauty
products under the Jungle Harvest and Kosha Care labels. In addition, the
recently introduced Giggles range brings Himalayan fruit crushes and
healthy shots to the market, appealing to younger consumers and healthÂ¬
conscious families. Its altitude advantage, farmer-backed supply chain,
and ESG alignment continue to provide strong brand differentiation.

â¢ Alan Scott Fusion Resonance Pvt. Ltd.: Positioned at the frontier of nonÂ¬
invasive wellness, Fusion Resonance applies proprietary sound-frequency
resonance protocols to develop health and wellness solutions. Its first
product, Trishcoo, is a mobile sticker designed to reduce radiation
impact, minimize thermal stress, and enhance battery longevity. The
product pipeline includes wellness wearables, water energizers, and
resonance-based energy solutions.

2. Alan Scott Works:

Alan Scott Works is where industrial precision meets sustainable innovation,
creating solutions in automation, environment, and energy efficiency.

â¢ Alan Scott Automation & Robotics Ltd. (Onecta): This subsidiary
specializes in designing and implementing automation solutions for the
dairy and edible oil industries. Its flagship products include AutoCaller,
Pack-to-Pack-Off, and BondGreen, which have been successfully deployed
with leading industry clients. The company continues to expand its
product portfolio to serve broader industrial needs.

â¢ Alan Scott Envirotech Pvt. Ltd.: Based in Pune, this subsidiary develops
indoor air purification systems, alkaline water machines, and energyÂ¬
saving appliances. Key product lines include Jaliva alkaline water
machines and Aeroroz, a split AC purification device designed to improve
air quality directly through air-conditioning systems. Envirotech also
develops advanced air quality solutions in collaboration with hospitals,
educational institutions, industries, and government agencies.

â¢ Alan Scott Vajrashakti Technologies Pvt. Ltd.: The Group''s deep-tech R&D
hub, Vajrashakti develops scalable technologies addressing critical Bharat
needs in energy, safety, and environment. Its portfolio includes ZestWatt
ultra-low energy appliances, Clairon smog towers, NovaQ silent energy
devices, industrial IoT monitoring systems, and smoke capture systems
for disaster response. It also serves as the Group''s IP backbone and a
platform for national and defense-linked innovation.

3. Alan Scott Next:

Alan Scott Next focuses on nation-scale digital solutions leveraging AI and

blockchain to address challenges of employment, identity, and education.

â¢ Alan Scott UpnUp Life Pvt. Ltd.: India''s first mission-led identity and trust
platform, UpnUp provides digital verification and trust protocols for
informal and semi-formal workers. The initial rollout is focused on the
security guard industry, with a national launch scheduled in the last
quarter of FY 2025-26. The platform uses blockchain and AI to integrate
attendance, alertness monitoring, and background verification, creating
trust protocols that can later be expanded across 107 identified worker
roles.

â¢ Alan Scott Learnix Pvt. Ltd.: Learnix is developing an AI-native education
ecosystem to transform India''s learning outcomes. Its portfolio includes
Krishguru (AI teacher), AI Tutor, Dishaant Patra (guidance and selfÂ¬
leadership tool), PaisaPal (gamified financial literacy), and Lexel idX
(learning excellence index). Additionally, Navodaya Labs provide hands-
on robotics, AI, and IoT education in underserved schools.

4. Alan Scott Frontier:

Alan Scott Frontier represents the Group''s asset-light subsidiaries working at the

intersection of AI, compliance, and agri-tech services.

â¢ Alan Scott Omnis AI Pvt. Ltd.: A venture studio focused on AI governance,
risk, and compliance, incubating ventures aligned with responsible and
regulated innovation. Its first incubatee, Verusa AI, applies AI for antiÂ¬
money laundering in stablecoin ecosystems.

â¢ Alan Scott Bluverge Pvt. Ltd.: Focused on agri drone services, Bluverge
supports precision farming, crop monitoring, and yield optimization. By
deploying drone technology directly for agricultural use, the company is
helping farmers improve efficiency, reduce costs, and enhance
productivity in rural India.

Looking ahead, the Company is focused on becoming more efficient in the way it
operates, making the most of its strengthened team, and tapping into opportunities
across both existing and new business segments. The management believes that the
recent investments in subsidiaries, associates, talent, infrastructure, and diversification
into new services will not only strengthen the Company''s foundation but also support
better performance in the coming years and create lasting value for shareholders.

4. Change in the nature of business:

There were no changes in the nature of business of the Company during the year under
review.

5. Change of name of the Company:

The name of the Company, Alan Scott Enterprises Limited, has been duly updated on the
website of BSE Limited pursuant to the circular issued by the Exchange dated July 25,
2025. This update reflects the revised corporate identity of the Company on the official

trading platform and ensures consistency across all records maintained by the Stock

Â¦

Exchange.

6. Share Capital:

(a) Authorized Share Capital of the Company:

As on March 31, 2025, the authorized capital of your Company was ^
10,00,00,000 (Indian Rupees Ten Crore) comprising of 1,00,00,000 (One crore)
equity Shares of ^ 10/- (Indian Rupees Ten) each.

During the year under review, the authorised share capital of the Company was
increased from ^5,00,00,000 (Rupees Five Crore), comprising 50,00,000 (Fifty
Lakh) equity shares of ^10 (Rupees Ten) each, to ^10,00,00,000 (Rupees Ten
Crore), comprising 1,00,00,000 (One Crore) equity shares of ^10 (Rupees Ten)
each.

(b) Issue, Subscribed and Paid-up Share Capital of the Company:

As on March 31, 2025, the issued, subscribed and Paid up share capital of your
Company was ^ 3,63,17,270 (Indian Rupees Three Crore Sixty- Three Lakh
Seventeenth Thousand Two Hundred Seventy) comprising of 36,31,727 (Thirty-Six
Lakh Thirty-One Thousand Seven Hundred Twenty-Seven) equity Shares of ^ 10/-
(Indian Rupees Ten) each.

As on the date of the report, the issued, subscribed and paid-up Share capital of
your Company is ^ 5,44,75,900 (Indian Rupees Five Crore Forty-Four Lakhs
Seventy-Five Thousand Nine Hundred Only) comprising of 54,47,590 (Fifty-Four
Lakhs Forty-Seven Thousand Five Hundred and Ninety) equity Shares of ^ 10/-
(Indian Rupees Ten) each.

The details of increase in issued, subscribed and paid-up share capital of the
Company are as follows:

(i) Buy Back of Securities:

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

(ii) Sweat Equity:

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

(iii) Bonus Shares:

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

I / Ab Ab

(iv) Employee Stock Option:

The Company has not provided any Stock Options to the employees
during the year under review.

(v) Rights Issue:

â¢ Rights Issue undertaken during FY 2023-2024:

The Company had made an offer for 18,25,377 equity shares of
the Company at a price of ^ 30 each comprising of ^ 10 towards
the face value and ^ 20 towards security premium (''subscription
amount'') on Rights Issue basis vide letter of offer dated June 16,
2023 to the existing shareholders of the Company as on the
Record Date i.e. June 16, 2023 in the ratio of 1 (One) equity share
for every 1 (One) fully paid equity share held by them.

On March 21, 2024, the Company post receipt of full subscription
amount, allotted 17,46,164 equity shares to the existing
shareholders as per the letter of offer. The requisite listing and
trading approval for the aforesaid equity shares were duly
received from BSE limited.

On May 9, 2024, the Company issued a final demand cum
forfeiture notice to the shareholders who had not provided the

entire subscription amount. Out of the shareholders entitled to
79,213 equity shares, subscription amount was received for
60,186 equity shares.

On June 8 2024, the Company post receipt of full subscription
amount, allotted 60,186 equity shares to the existing
shareholders as per the letter of offer. The requisite listing and
trading approval for the aforesaid equity shares were duly
received from BSE limited.

Further on June 8, 2024, the Company proceeded with forfeiture
of balance 19,027 equity shares for which the full subscription
amount was not received.

The Company would like to state that through the aforesaid
rights issue, the Company has raised ^ 541.90 Lakhs by allotting
18,06,350 equity shares. The aforesaid amount raised has been
fully utilized as per the objects mentioned in the letter of offer
dated June 16, 2023 and there was no deviation in the utilization
of the issues proceeds.

â¢ Rights Issue undertaken during 2025-26:

The Company had made an offer for 18,15,863 equity shares of
the Company at a price of ^ 40 each comprising of ^ 10 towards
the face value and ^ 30 towards security premium (''subscription
amount'') on Rights Issue basis vide letter of offer dated April 26,
2025 to the existing shareholders of the Company as on the
Record Date i.e. May 02, 2025 in the ratio of 1 (One) right equity
share for every 2 (Two) fully paid equity share held by them.

On June 04, 2025, the Company post receipt of full subscription
amount, allotted 18,15,863 equity shares to the existing
shareholders as per the letter of offer. The requisite listing and
trading approval for the aforesaid equity shares were duly
received from BSE limited.

7. Events having major bearing on the Company''s affairs after the end of the FY:

There were no major events having any bearing on the Company''s affairs after the end of
the FY and up to the date of this report except as provided in point 4 and point 6(b)(v) of
this report.

8. Material changes and commitments, if any, affect the financial position of the
Compa ny:

There were no material changes and commitments affecting the financial position of the
Company which occurred between the end of the FY of the Company to which the
financial statements relate and the date of the report.

9. Details of significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and Company''s operations in future:

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

10. Details of Subsidiaries, Joint Ventures or Associate Companies:

The Company has the following subsidiaries during the year under review:

Sr No.	Name of the Company	CIN No. of the Company	Relation with the company
1	Alan Scott Automation & Robotics Limited (formerly known as Alan Scott Health & Hygiene Limited)	U28299MH2022PLC378563	Subsidiary
2	Alan Scott Fusion Resonance India Limited (Formerly known as Alan Scott Nanoveu India Limited)	U72200MH2022PLC384843	Subsidiary
3	Alan Scott Retail Limited	U74999MH2021PLC373919	Subsidiary

Further during the year under review, the Company did not have any joint venture or
associate Companies.

The Company post the year under review i.e. post March 31, 2025 has invested/formed
subsidiaries, details of which are provided in Note 4 of this report.

Pursuant to the provisions of Section 136 of the Act, the Consolidated Financial
Statements along with relevant documents and separate audited financial statements in
respect of the subsidiaries are provided in this annual report.

A statement containing the performance and financial position of each of the subsidiaries
in Form AOC-1 is annexed as Annexure A and forms part of this report.

Lastly during the year under review, no Company has become or has ceased to be a
Subsidiary, Joint Venture or Associate Company of ASEL.

11. Board of Directors:

(a) Changes in the composition of the Board:

The following changes took place in the composition of the Board of Directors

during the year under review:

(1) Mr. K.P. Jain (DIN:02894148), resigned from the post of Independent
Director with effect from August 14, 2024.

(2) Mr. Manish Vishanji Dedhia (DIN:00740846), resigned from the post of
Independent Director with effect from August 14, 2024.

(3) Mr. Kadayam Ramanathan Bharat (DIN: 00584367) was appointed as
Independent Director of the Company with effect from August 14, 2024.

(4) Mr. Haresh Kantilal Parekh (DIN:09116527) was appointed as
Independent Director of the Company with effect from August 14, 2024.

(b) Changes in the Composition of the Board post the year under review

The following changes took place in the composition of the Board of Directors

post the year under review:

(1) Mr. Martin Xavier Fernandes (DIN: 01375840), resigned from the post of
Independent Director with effect from May 27, 2025.

(2) Mr Ambarish Sodha (DIN: 00489489) was appointed as Independent
Director of the Company with effect from July 29, 2025. Mr. Sodha''s
appointment as Director is a part of the notice of the AGM and hence all
details of his appointment are enclosed with the AGM notice forming
part of this Annual report.

(3) Ms. Bindu Sharma (DIN: 02891943) was appointed as additional Director
(Independent) of the company with the effect from August 30, 2025. Ms.
Sharma''s appointment as Director is a part of the notice of the AGM and
hence all details of her appointment are enclosed with the AGM notice
forming part of this Annual report.

In accordance with the provisions of Companies Act, 2013, Ms. Saloni Suresh Jain

(DIN: 07361076), Director, is liable to retire by rotation at the ensuing Annual

General Meeting and being eligible, is seeking re-appointment.

The Board recommends her re-appointment.

(d) Declaration by the Independent Directors:

All Independent Directors of the Company have given declarations under Section
149(7) of the Act, that they meet the criteria of independence as laid down under
Section 149(6) of the Companies Act, 2013.

The Board is of the opinion that the Independent Directors possess the requisite
expertise and experience and are people of high integrity and repute. They fulfil
the conditions specified in the Act as well as the Rules made thereunder and are
independent of the Management.

Lastly during the year, 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 incurred by them to attend the
meetings of the Company.

(e) Number of Meetings of the Board:

The Board of Directors duly met 8 (Eight) times during the year under review in
respect of which proper notices were given and the proceedings were properly
recorded and signed in the Minutes Book maintained for the purpose.

(f) Company Policy on Director Appointment, Remuneration and Annual Formal

Evalua........

The Company has in place a policy relating to Director''s Appointment,
remuneration, and other related matters under Section 178(3) of the Companies
Act, 2013.

Appointment and evaluation of the Independent Directors are governed by the
Code for Independent Directors provided in Schedule IV of the Companies Act,
2013.

Pursuant to the provisions of the Companies Act, 2013, the Independent
Directors at their meeting held on March 07, 2025, have carried out the annual
performance evaluation of the non- Independent Directors individually as well as
of the Chairman. Further, they have also assessed the quality, quantity, and
timeliness of the flow of information between the Company management and
the Board.

(g) Committees of the Board:

The Company has the following Committees pursuant to the provisions of the
Companies Act, 2013 read with relevant rules framed therein:

(i) Audit Committee:

The Audit Committee (''AC'') as on the date of the report comprises of the
following Members:

Sr. No.	Name of the Members	Designation
1.	Mr. Ambarish R. Sodha	Chairman
2.	Mr. Sureshkumar Jain	Member
3.	Mr. Kadayam Ramanathan Bharat	Member

â¢ The audit Committee met 5 (Five) times during the year under
review.

I JL> li

â¢ All recommendations of the audit committee were duly accepted
by the Board of Directors.

â¢ The Committee was reconstituted on July 29, 2025, by inducting
Mr. Ambarish R. Sodha in the Committee as the Chairman in
place of Mr. Haresh Kantilal Parekh.

(ii) Nomination and Remuneration Committee:

The Nomination and remuneration Committee (NRC'') as on the date of

the report comprises of the following Members:

Sr. No.	Name of the Members	Designation
1.	Mr. Haresh Kantilal Parekh	Chairperson
2.	Mr. Kadayam Ramanathan Bharat	Member
3	Mr. Ambarish R Sodha	Member

â¢ The Nomination and Remuneration Committee met 3 (Three)
times during the year under review.

â¢ All the recommendations of the Committee were accepted by the
Board.

â¢ Further, Mr. Martin Xavier Fernandes (DIN: 01375840), a member
of the Nomination and Remuneration Committee, had resigned
from the position of Independent Director of the Company as
well as from his membership of the Nomination and
Remuneration committee with effect from close of business
hours of May 27, 2025.

â¢ The Committee was reconstituted on July 29, 2025, by appointing
Mr. Ambarish R Sodha as a member of the committee.

(iii) Stakeholders Relationship Committee:

The Stakeholders Relationship Committee (SRC'') as on the date of the

report comprises of the following Members:

Sr. No.	Name of the Members	Designation
1	Mr. Haresh Kantilal Parekh	Chairman
2	Mr. Kadayam Ramanathan Bharat	Member
3	Mr. Sureshkumar Jain	Member

â¢ The Stakeholders Relationship Committee met 3 (three) times
during the year under review.

â¢ Further, Mr. Martin Xavier Fernandes (DIN: 01375840), a member
of the Stakeholders Relationship Committee, had resigned from
the position of Independent Director of the Company as well as
from his membership of the Nomination and Remuneration
committee with effect from close of business hours of May 27,
2025.

â¢ The terms of reference of the Committee have been duly
approved by the Board of Directors and adopted by the
Stakeholders Relationship Committee.

(h) Vigil Mechanism/ Whistle Blower Policy:

The Company has duly adopted a Whistle Blower Policy as a part of the Vigil
Mechanism for the Employees to report genuine concerns or grievances to the
Chairman of the Audit Committee or the Ombudsman and take steps to resolve
the issues amicably.

Your Directors would like to inform that the no such concerns were received
during the year under review.

(i) Directors'' Responsibility Statement:

In pursuance of Section 134 (3) (c) and (5) of the Companies Act, 2013, the
Directors hereby confirm that:

(i) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;

(ii) the Directors 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 FY and of the profit and loss of
the Company for that period;

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

(iv) the Directors had prepared the annual accounts on a going concern basis;

(v) the Directors, had laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and
were operating effectively; and

(vi) the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate
and operating effectively.

12. Key Managerial Personnel:

The following changes took place in the Key Managerial Personnel during the year under

review:

(a) Ms. Sonal Solanki, was appointed as Company Secretary and Compliance officer
of the Company with effect from May 25, 2024;

(b) Mr. Ankit Jerambhai Gondaliya was appointed as Chief Financial Officer (CFO) of
the Company with effect from August 14, 2024.

Further after the end of the year under review, following changes took place in the Key

Managerial Personnel:

(a) Ms. Sonal Solanki resigned from the post of Company Secretary and Compliance
officer of the Company with effect from April 01, 2025;

(b) Mr. Ankit Jerambhai Gondaliya had resigned from the post of Chief Financial
Officer (CFO) of the Company with effect from April 14, 2025;

(c) Ms. Sheetal Jagetiya, was appointed as the Company Secretary and Compliance
officer of the Company with effect from April 24, 2025;

(d) Mr. Vishesh Bapna was appointed as Chief Financial Officer (CFO) of the Company
with effect from April 24, 2025.

13. Auditors:

(a) Statutory Auditors:

Pravin Chandak & Associates, Chartered Accountants, Mumbai, (ICAI Firm
Registration Number: 116627W) are appointed as Statutory Auditors of the
Company up to the ensuing Annual General Meeting i.e. for the Annual General
Meeting to be held for Financial year 2025.

Pravin Chandak & Associates, Chartered Accountants, Mumbai, (ICAI Firm
Registration Number: 116627W) have given their written consent and eligibility
to act as the Statutory Auditors of your Company and have confirmed that the
said appointment would be in conformity with the provisions of Section 139 and
Section 141 of the Companies Act, 2013 read with the Companies (Audit and
Auditor) Rules 2014.

Your Directors now proposed appointing Pravin Chandak & Associates, Chartered
Accountants, Mumbai, (ICAI Firm Registration Number: 116627W) as the
Statutory auditor for a second term of five consecutive years i.e. upto the
conclusion of the Annual General Meeting to be held for the financial year 2030.

The details of their appointment forms part of the notice of the Annual General
Meeting.

(b) Auditors'' Report:

The Auditors'' Report on the Financial Statements of the Company for the year
under review does not have any qualification, disclaimers or adverse remarks.

(c) Details in respect of Frauds Reported by the Auditors under sub section (12) of
Section 143 other than those reportable to the Central Government:

The Auditors of the Company have not reported any instances of fraud to the
Board of Directors and Audit Committee during the year under review in terms of
Section 143(12) of the Companies Act, 2013.

14. Disclosure on compliance with Secretarial Standards:

The Directors have devised proper systems to ensure compliance with the provisions of
all applicable Secretarial Standards and such systems are adequate and operating
effectively.

15. Secretarial Audit:

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 appointed KNK & Co LLP, Company Secretaries in Practice, having firm registration
number (''FRN'') L2018MH002800 to undertake Secretarial Audit of the Company for the
year under review.

The Secretarial Audit Report submitted by KNK & Co LLP is furnished as ''Annexure B,'' and
forms an integral part of this report.

The Secretarial Auditors report has the following qualification in the report issued for the
period under review:

1. The Company has not filed a couple of e-forms within the prescribed due dates
as provided under the Companies Act, 2013 read with the relevant rules framed
thereunder;

_M Alan Sc^tt

Management response:

The qualification of the Secretarial auditors is self-explanatory and does not require any
further comments of the Board of Directors.

16. Deposits:

The Company has neither invited nor accepted any deposits during the year under
review. Accordingly, no amount of principal or interest related thereto was outstanding
as on March 31, 2025.

17. Unsecured Loans from Directors:

During the year under review, the Company has accepted unsecured loans from the
Directors or their relatives which is disclosed in note 12 and note 13 of the financial
statements.

18. Particulars of Loans, Guarantees or Investments:

The details of investments made by the Company during the year review are provided in
Note 2 of the financial statements.

The Company has not given any loans or provided any guarantee or securities to loans
under the provisions of Section 186 of the Companies Act, 2013 for the year under
review.

19. Extract of Annual Return:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on
March 31, 2025, is available on the Company''s website and may be accessed at the
following web link https://thealanscott.com/investor-relations.

20. Particulars of contracts or arrangements with related parties:

All related party transactions under Section 188 of the Companies Act, 2013, entered into
during the year under review were on an arm''s length basis and were in the ordinary
course of business.

There are no materially significant related party transactions made by the Company with
its Promoters, Directors, Key Managerial Personnel or other designated persons which
may have a potential conflict with the interest of the Company at large. The Company has
also adopted a framework on related party transactions to ascertain the criteria of
''ordinary course of business'' and ''Arm''s Length Price''

During the year under review, the Company has not entered any transaction with Related
Parties which is not in its ordinary course of business or not on an arm''s length basis.
Further, there were no transaction requiring disclosure under Section 134(3)(h) of the
Act. Hence, the prescribed Form AOC-2 does not form a part of this report.

21. Corporate Social Responsibility:

The provisions of Section 135 with respect to Corporate Social Responsibility were not
applicable to the Company during the year under review.

The Company was also not required to develop adopt any policy on Corporate Social
Responsibility during the year under review.

22. Internal Control System and their adequacy:

The Company has duly established and maintained its internal controls and procedures
for the financial reporting and evaluated the effectiveness of Internal Control Systems.
The internal control systems are commensurate with the size, scale and complexity of its
operations.

23. Internal audit:

The Company conducts its Internal and Statutory audit within the parameters of
regulatory framework which is well commensurate with the size, scale, and complexity of
its operations.

The Internal Auditors monitor the efficiency and effectiveness of the internal control
systems in the Company. Significant audit observations and corrective actions thereon
are presented to the Audit Committee.

24. Statement on remuneration of employees of the Company:

The Company has 3 (Three) Executive Directors, one of whom is the Managing Director of
the Company.

(a) The particulars of the employees who are covered by the provisions contained in
Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are:

Employed throughout the year Nil

Employed for part of the year Nil

(b) The remuneration paid to all key management personnel was in accordance with
remuneration policy adopted by the Company.

In terms of Section 136 of the Act, the reports and accounts are being sent to the
members and others entitled thereto, excluding the information on employees''
particulars which is available for inspection by the members at the Registered office of
the Company during business hours on working days of the Company up to the date of
ensuing Annual General Meeting. If any member is interested in inspecting the same,
such member may write to the Company Secretary in advance at
[email protected].

The Company along with its subsidiaries have cumulative of 123 (One Hundred and
Twenty-Three) employees as on March 31, 2025 out of which 37 are Female employees,
86 are Male employees and there are no transgender employees.

None of the employees hold (by himself/herself or along with his/her spouse and
dependent children) more than two percent of the Equity Shares of the Company.

25. Disclosures as per the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a
Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaints
Committee (''ICC'') is in place to redress complaints received regarding sexual harassment.

(a) Number of complaints of sexual harassment received in the year - Nil.

(b) Number of complaints disposed off during the year - Not applicable.

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

The detail of conservation of Energy, Technology Absorption and Foreign Exchange
earnings and outgo is annexed as ''Annexure C''.

27. Risk Management:

The Company acknowledges the inherent risks in its business operations and is in the
process of developing a system to identify, minimize, and manage these risks which shall
be reviewed at regular intervals. At present, the management has identified the following
key risks:

â¢ Securing critical resources, including capital and human talent.

â¢ Ensuring cost competitiveness.

â¢ Creating product differentiation and a strong value proposition.

â¢ Maintaining and enhancing customer service standards.

â¢ Introducing innovative marketing and branding initiatives, particularly in digital
media.

28. Code of conduct:

The Board of Director had approved a Code of Conduct which is applicable to the Board of
Directors and Senior Management Personnel of the Company.

It is confirmed that all Directors and Senior Management Personnel have affirmed their
adherence to the provisions of the Code of Conduct during the year under review.

29. Corporate Governance:

As per the Regulation 15 of Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the provision of Corporate Governance
as prescribed in regulation 17 to 27 and Clauses (b) to (i) and (t) of Sub- Regulation (2) of
regulation 46 and Para C D and E of Schedule V are not applicable to the Company as the
paid up capital of the Company is not exceeding rupees ten crore and net worth not
exceeding rupees twenty five crore, as on the last day of the previous financial year.

30. One time settlement with Banks or Financial Institution:

There was no instance of one-time settlement with any Bank or Financial Institution.

31. Details of maintenance of cost record as specified by Central Government under section
148(1) of the Companies Act, 2013:

The Company was not required to maintain cost records as specified by the Central
Government u/s 148(1) of the Companies Act 2013 for the year under review.

32. Proceedings initiated/pending under the Insolvency and Bankruptcy Code, 2016

There is/was no proceeding initiated/pending under the Insolvency and Bankruptcy Code,
2016 during the year under review.

33. Compliance with the Maternity Benefit Act, 1961:

The Company remains fully compliant with the Maternity Benefit Act, 1961, along with all
its applicable amendments and associated rules. We are committed to fostering a safe,
inclusive, and supportive work environment for our women employees.

All eligible women employees are provided maternity benefits as mandated by law, which
include paid maternity leave, nursing breaks, and protection from dismissal during their
maternity period. Beyond legal compliance, the Company is mindful to ensure that
maternity is never a ground for discriminationâwhether in hiring, promotions, or day-toÂ¬
day service conditions.

Our internal systems and HR policies are thoughtfully designed to reflect both the spirit
and the letter of the law, ensuring dignity, respect, and care for all women during this
important phase of life.

34. 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.

35. Acknowledgements:

Your Directors wish to place on record their deep sense of appreciation for the devoted
services of all the employees of the Company for its growth.

Your Directors also acknowledge with gratitude the help and support received from the
Shareholders, Bankers, Customers, Exchanges, and Regulators and hope to continue to
get such support in times to come.

By the order of the Board
For Alan Scott Enterprises Limited
(formerly known as Alan Scott
Industriess Limited)

Sd/- Sd/-

Sureshkumar Jain Saloni Jain

Place: Mumbai Managing Director Director

Date: August 30, 2025 DIN:00048463 DIN:07361076

Mar 31, 2024

The Board of Directors (hereinafter referred to as âthe Boardâ) are pleased to present the Thirtieth (30^th) Annual Report, on the business and operations of Alan Scott Enterprises Limited (formerly known as Alan Scott Industriess Limited) (âASEL/the Companyâ) along with the Audited Standalone and Consolidated Financial Statements and Auditorsâ reports thereon for the financial year (âFYâ) ended March 31, 2024 (âyear under reviewâ).

1. Financial Results:

(? in Thousands)

Standalone Financial Results
Particulars	For the Financial	For the Financial
	Year Ended March 31, 2024	Year Ended March 31, 2023
Total Revenue	4,096.10	5,297.38

Total Expenses	13,733.61	15,675.59

Exceptional Items	-	-

Profit/(Loss) before Tax	(9,637.50)	(10,378.21)

Provision for:

a. Current Tax	-	-

b. Deferred Tax	-	-

Profit/(Loss) after Tax	(9,637.50)	(10,378.21)


Earning per equity shares of ? 10 each	(2.86)	(5.69)
(Basic and diluted)

Consolidated Financial Results
Particulars	For the Financial	For the Financial
	Year Ended March 31, 2024	Year Ended March 31, 2023
Total Revenue	1,19,021.50	54,189.50

Total Expenses	1,53,988.80	73,337.20

Exceptional Items	-	-

Profit/(Loss) before Tax	(34,967.31)	(20,589.35)

Provision for:

a. Current Tax	-	-

b. Deferred Tax	-	-

Profit/(Loss) after Tax	(34,967.31)	(20,589.35)

Less IND AS 116 effect	4,064.17	2,136.93
Adjusted Profit/(Loss) after IND AS 116 effect	(30,903.14)	(18,452.42)

2. Dividend:

Your Directors regret their inability to recommend any dividend for the financial year ended March 31, 2024.

Further, during the year under review, the Company was not required to transfer any unpaid/ unclaimed amount of dividend to Investor Education and Protection Fund.

3. Review of Operations in Thousands):

During the year under review, on a standalone basis, the total revenue of the Company saw a marginal decrease of ? 4,096.10 as against ? 5,297.38 during the previous year ended on March 31, 2023 (âPrevious yearâ). The Company was able to reduce its expenses and hence the losses of the Company saw a marginal reduction to ? 9,637.50 as against a loss of ? 10,378.21 during the previous year.

On a consolidated basis, the Company saw an increase in the revenue from its operation to ? 1,19,021.50 as compared to ? 54,189.50. The consolidated losses stood at ? 34,967.31 as compared to ? 20,589.35 during the previous year. However, ? 4,064.17 (previous year ? 2,136.93) loss is due to the effect of IND AS 116 which according to Accounting Standard, the Company has to provide depreciation and finance cost on all the leased assets for entire tenure of the lease, as against actual rent paid, which is higher. Considering that, adjusted loss is ? 30,903.14 for the year ending March 31, 2024 (Previous year ? 18,452.42)

We have to keep in mind that we are into business of retail shops of Miniso brand. As the time

goes the value of established shops goes up.

The Board of Directors would like to state that the Company is actively seeking new opportunities and believes that the Company is well-positioned to achieve a stronger market presence in the coming financial years for all its segments.

4. Change in the nature of business:

There were no changes in the nature of business of the Company during the year under review.

5. Share Capital:

(a) Buy Back of Securities:

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

(b) Sweat Equity:

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

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

(d) Employee Stock Option:

The Company has not provided any Stock Options to the employees during the year under review.

(e) Rights Issue:

The Company had made an offer for 18,25,377 equity shares of the Company at a price of ? 30 each comprising of ? 10 towards the face value and ? 20 towards security premium (âsubscription amountâ) on Rights Issue basis vide letter of offer dated June 16, 2023 to the existing shareholders of the Company as on the Record Date i.e. June 16, 2023 in the ratio of 1 (One) equity share for every 1 (One) fully paid equity share held by them.

On March 21, 2024, the Company post receipt of full subscription amount, allotted 17,46,164 equity shares to the existing shareholders as per the letter of offer. The requisite listing and trading approval for the aforesaid equity shares were duly received from BSE limited.

On May 9, 2024, the Company issued a final demand cum forfeiture notice to the shareholders who had not provided the entire subscription amount. Out of the shareholders entitled to 79,213 equity shares, subscription amount was received for 60,186 equity shares.

On June 8 2024, the Company post receipt of full subscription amount, allotted 60,186 equity shares to the existing shareholders as per the letter of offer. The requisite listing and trading approval for the aforesaid equity shares were duly received from BSE limited.

Further on June 8, 2024, the Company proceeded with forfeiture of balance 19,027 equity shares for which the full subscription amount was not received. The forfeiture is pending as on the date of this report.

The Company would like to state that through the aforesaid rights issue, the Company has raised ? 541.90 Lakhs by allotting 18,06,350 equity shares. The aforesaid amount raised has been fully utilized as per the objects mentioned in the letter of offer dated June 16, 2023 and there was no deviation in the utilization of the issues proceeds.

As on March 31, 2024, the issued share capital of your Company is ? 3,65,07,540 (Indian Rupees Three Crore Sixty-Five Lakh Seven Thousand Five Hundred Forty ) comprising of 36,50,754 (Thirty-Six Lakh Fifty Thousand Seven Hundred Fifty-Four) equity Shares of ? 10/- (Indian Rupees Ten) each.

As on March 31, 2024, the subscribed Share capital of your Company is ? 3,61,61,250 (Indian Rupees Three Crore Sixty-One Lakhs Sixty-One Thousand Two Hundred and Fifty) comprising of 36,50,754 (Thirty-Six Lakh Fifty Thousand Seven Hundred Fifty-Four)equity Shares of ? 10/- (Indian Rupees Ten) each.

As on March 31, 2024, the paid-up Share capital of your Company is ? 3,57,15,410 (Indian Rupees Three Crore Fifty-Seven Lakh Fifteen Thousand Four Hundred Ten) comprising of 35,71,541 (Thirty-Five Lakh Seventy-one Thousand Five Hundred and Forty-One) equity Shares of ? 10/- (Indian Rupees Ten) each. Further as on March 31, 2024, there was a call in arrears amounting to ? 3,46,286 (Indian Rupees Three Lakh Forty-Six Thousand Two Hundred and Eighty-Six).

(f) Authorized Share Capital of the Company:

As on March 31, 2024, the authorized capital of the Company was ? 5,00,00,000 (Indian Rupees Five Crore) comprising of 50,00,000 (Fifty Lakh) equity Shares of ? 10/- (Indian Rupees Ten) each.

During the year under review, there was no change in the authorized share capital of the Company.

6. Change of name of the Company:

The Company changed its name from Alan Scott Industriess Limited to Alan Scott Enterprises Limited vide Shareholders approval dated September 25, 2023. The Registrar of Companies, Maharashtra, Mumbai vide its order dated October 25, 2023 approved the name change.

7. Events having major bearing on the Companyâs affairs after the end of the FY:

There were no major events having any bearing on the Companyâs affairs after the end of the FY.

8. Material changes and commitments, if any, affecting the financial position of the Company:

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the FY of the Company to which the financial statements relate and the date of the report.

9. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future:

There were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companyâs operations in the future.

10. Details of Subsidiaries, Joint Ventures or Associate Companies:

The Company has the following subsidiaries during the year under review:

Sr. No.	Name of the Company	CIN No. of the Company	Relation with the Company
1.	Alan Scott Automation & Robotics Limited (formerly known as Alan Scott Health & Hygiene Limited)	U28299MH2022PLC378563	Subsidiary
2.	Alan Scott Fusion Resonance India Limited (Formerly known as Alan Scott Nanoveu India Limited)	U72200MH2022PLC384843	Subsidiary
3.	Alan Scott Retail Limited	U74999MH2021PLC373919	Subsidiary

Further during the year under review, the Company did not have any joint venture or associate Companies.

Pursuant to the provisions of Section 136 of the Act, the Consolidated Financial Statements along with relevant documents and separate audited financial statements in respect of the subsidiaries is provided in this annual report.

A statement containing the performance and financial position of each of the subsidiaries in Form AOC-1 is annexed as Annexure 1 and forms part of this report.

Lastly during the year under review, no Company has become or has ceased to be a Subsidiary, Joint Venture or Associate Company of ASEL.

11. Board of Directors:

(a) Changes in the composition of the Board:

(i) The following changes took place in the composition of the Board of Directors during the year under review:

â¢ Mr. Manish Vishanji Dedhia (DIN: 00740846) was appointed as Independent Director of the Company with effect from September 25, 2023, to hold office for a term of five (5) consecutive years;

â¢ Mr. Martin Xavier Fernandes (DIN: 01375840) was appointed as Independent Director of the Company with effect from September 25, 2023, to hold office for a term of five (5) consecutive years;

â¢ Mr. Darshan Suresh Jain (DIN: 07392244) was appointed as Executive Director of the Company with effect from September 25, 2023;

â¢ Mr. Manoj Iyer (DIN 08145827), resigned from the post of Director with effect from July 29, 2023;

â¢ Mr. Kumar Subramanian (DIN 06714912), resigned from the post of Independent Director with effect from July 29. 2023;

â¢ Mr. Gyan Singh Rathore (DIN 00367067), resigned from the post of Independent Director with effect from March 4, 2024;

(ii) The following changes took place in the composition of the Board of Directors

post the year under review:

â¢ Mr. K.P. Jain (DIN:02894148), resigned from the post of Independent Director with effect from August 14, 2024;

â¢ Mr. Manish Dedhia (DIN:00740846), resigned from the post of Independent Director with effect from August 14, 2024;

â¢ Mr. Kadayam Ramanathan Bharat (DIN: 00584367) was appointed as Independent Director (Additional Director) of the Company with effect from August 14, 2024. Mr. Kadayam Ramanathan Bharatâs appointment is subject to approval of the Members and hence forms a part of the notice of the Annual General Meeting;

â¢ Mr. Haresh Kantilal Parekh (DIN:09116527) was appointed as Independent Director (Additional Director) of the Company with effect from August 14, 2024. Mr. Haresh Kantilal Parekhâs appointment is subject to approval of the Members and hence forms a part of the notice of the Annual General Meeting;

(b) Director liable to retire by rotation:

In accordance with the provisions of Companies Act, 2013, Mr. Darshan Suresh Jain (DIN: 07392244), Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, is seeking re-appointment.

The Board recommends his re-appointment.

The Company has received the necessary declarations from each of the Independent Directors under section 149(7) of the Companies Act 2013 that they meet the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013.

During the year, 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 incurred by them to attend the meetings of the Company.

(d) Number of Meetings of the Board:

The Board of Directors duly met 6 (Six) times during the year under review in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

(e) Company Policy on Director Appointment, Remuneration and. Annual Formal Evaluation:

The Company has in place a policy relating to Director''s Appointment, remuneration, and other related matters under Section 178(3) of the Companies Act, 2013.

Appointment and evaluation of the Independent Directors are governed by the Code for Independent Directors provided in Schedule IV of the Companies Act, 2013.

Pursuant to the provisions of the Companies Act, 2013, the Independent Directors at their meeting held on March 4, 2024, have carried out the annual performance evaluation of the non- Independent Directors individually. Further, they have also assessed the quality, quantity, and timeliness of the flow of information between the Company management and the Board.

(f) Committees of the Board:

The Company has the following Committees pursuant to the provisions of the Companies Act, 2013 read with relevant rules framed therein:

(i) Audit Committee:

The Audit Committee (âACâ) as on the date of the report comprises of the following Members:

Sr.	Name of the Members	Designation
No.
1.	Mr. Haresh Kantilal Parekh	Chairman
2.	Mr. Sureshkumar Jain	Member
3.	Mr. Kadayam Ramanathan Bharat	Member

The AC was reconstituted on August 14, 2024. Prior to August 14, 2024, the composition of the AC was as follows:

Sr.	Name of the Members	Designation
No.
1.	Mr. K. P. Jain	Chairman
2.	Mr. Manish Vishanji Dedhia	Member
3.	Ms. Saloni Jain	Member

â¢ The AC met 4 (Four) times during the year under review;

â¢ All the recommendations of the AC were accepted by the Board;

â¢ The terms of reference of the AC have been duly approved by the Board of Directors and adopted by the AC.

(ii) Nomination and Remuneration Committee:

The Nomination and remuneration Committee (âNRCâ) as on the date of the report comprises of the following Members:

Sr.	Name of the Members	Designation
No.
1.	Mr. Haresh Kantilal Parekh	Chairman
2.	Mr. Kadayam Ramanathan Bharat	Member
3.	Mr. Martin Xavier Fernandes	Member

The NRC was reconstituted on August 14, 2024. Prior to August 14, 2024, the composition of the NRC was as follows:

Sr. No.	Name of the Members	Designation

1.	Mr. K. P. Jain	Chairman
2.	Mr. Manish Vishanji Dedhia	Member
3.	Ms. Saloni Jain	Member

â¢ The NRC met 2 (Two) times during the year under review;

â¢ All the recommendations of the NRC were accepted by the Board;

â¢ The terms of reference of the NRC have been duly approved by the Board of Directors and adopted by the NRC .

(iii) Stakeholders Relationship Committee:

The Stakeholders Relationship Committee (âSRCâ) as on the date of the report comprises of the following Members:

Sr.	Name of the Members	Designation
No.
1.	Mr. Haresh Kantilal Parekh	Chairman
2.	Mr. Sureshkumar Jain	Member
3.	Mr. Kadayam Ramanathan Bharat	Member

The SRC was reconstituted on August 14, 2024. Prior to the reconstitution, the composition of the SRC was as follows:

Sr.	Name of the Members	Designation
No.
1.	Mr. K. P. Jain	Chairman
2.	Mr. Manish Vishanji Dedhia	Member
3.	Ms. Saloni Jain	Member

â¢ The Stakeholders Relationship Committee met 1 (one) time during the year under review.

â¢ The terms of reference of the Committee have been duly approved by the Board of Directors and adopted by the Stakeholders Relationship Committee.

(g) Vigil Mechanism/ Whistle Blower Policy:

The Company has duly adopted a Whistle Blower Policy as a part of the Vigil

Mechanism for the Employees to report genuine concerns or grievances to the

Chairman of the Audit Committee or the Ombudsman and take steps to resolve the

issues amicably.

(h) Directorsâ Responsibility Statement:

In pursuance of Section 134 (3) (c) and (5) of the Companies Act, 2013, the Directors

hereby confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the Directors 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 FY and of the profit and loss of the Company for that period;

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

(iv) the Directors had prepared the annual accounts on a going concern basis;

(v) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and

operating effectively.

12. Disclosure on compliance with Secretarial Standards:

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and such systems are adequate and operating effectively.

13. Key Managerial Personnel:

(i) The following changes took place in the Key Managerial Personnel during the year under review:

(a) Ms. Shushma Perampalli Nekkar had resigned from the post of Chief Financial Officer (CFO) of the Company with effect from January 29, 2024;

(b) Ms. Sneha U. Shukla, had resigned from the post of Company Secretary and Compliance Officer of the Company with effect from January 31, 2024;

(ii) Further after the end of the year under review following changes took place in the Key managerial Personnel:

(a) Ms. Sonal Solanki was appointed as Company Secretary and Compliance Officer of the Company with effect from May 29, 2024.

(b) Mr. Ankit Jerambhai Gondaliya was appointed as Chief Financial Officer (CFO) of the Company with effect from August 14, 2024.

14. Auditors:

(a) Statutory Auditors:

Pravin Chandak & Associates, Chartered Accountants, Mumbai, (ICAI Firm Registration Number: 116627W) are appointed as Statutory Auditors of the Company up to the ensuing Annual General Meeting i.e. for the Annual General Meeting to be held for Financial year 2025.

Pravin Chandak & Associates, Chartered Accountants, Mumbai, (ICAI Firm Registration Number: 116627W) have given their written consent and eligibility to act as the Statutory Auditors of your Company and have confirmed that the said appointment would be in conformity with the provisions of Section 139 and Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditor) Rules 2014.

(b) Auditorsâ Report:

The report issued by the Statutory Auditors on the Financial Statements of the Company for the financial year ended March 31, 2024, forms part of this Annual report. There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report.

(c) Details in respect of Frauds Reported by the Auditors under sub section (12) of Section 143 other than those reportable to the Central Government:

No fraud was reported by the Auditors to the Audit Committee or the Board during the year under review.

15. Secretarial Audit:

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 appointed KNK & Co LLP, Company Secretaries in Practice, having firm registration number (hereinafter referred to as âFRNâ) L2018MH002800 to undertake Secretarial Audit of the Company for the year under review.

The Secretarial Audit Report submitted by KNK & Co LLP is furnished as âAnnexure 2,â and forms an integral part of this report.

The Secretarial Auditors report has the following qualification in the report issued for the period under review:

a) The Company has not filed a couple of e-forms within the prescribed due dates as provided under the Companies Act, 2013 read with the relevant rules framed thereunder;

b) The Company has not filled the casual vacancy caused by resignation of erstwhile Chief Financial Officer (âCFO â) of the Company within the prescribed timeliness provided under Section 203(4) of the Companies Act, 2013 read with regulation 26A of SEBILODR, 2015. Mr. Ankit Jerambhai Gondaliya was appointed as CFO of the company on August 14, 2024 whereas the casual vacancy arose on January 29, 2024;

c) The Company has not filled the casual vacancy caused by resignation of erstwhile Company Secretary (âCSâ) of the Company within the prescribed timeliness provided under Section 203(4) of the Companies Act, 2013 read with regulation 6 of SEBI LODR, 2015. Ms. Sonal Solanki was appointed as CS of the company on May 29, 2024 whereas the casual vacancy arose on January 31, 2024.

Management response:

The qualification of the Secretarial auditors is self-explanatory and does not require any further comments of the Board of Directors.

With respect to the appointments of Key managerial Personnel (Point B and Point C mentioned above), the Company did conduct numerous interviews before finalizing suitable candidates due to which there was a marginal delay in the said appointments. The Company now has a succession plan in place to avoid such instances in the future.

16. Deposits:

The Company has neither invited nor accepted any deposits during the year under review. Accordingly, no amount of principal or interest related thereto was outstanding as on March 31, 2024.

17. Particulars of Loans, Guarantees or Investments:

The details of investments made by the Company during the year review are provided in Note 2 of the financial statements.

Further during the year under review, the Company has not given any loans or provided any guarantee or security to loans under the provisions of Section 186 of the Companies Act, 2013.

18. Extract of Annual Return:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2024 is available on the Companyâs website and may be accessed at the following web link:

https: //www .thealanscott.com/investor-relation.html.

19. Particulars of contracts or arrangements with related parties:

All related party transactions under Section 188 of the Companies Act, 2013, entered into during the year under review were on an armâs length basis and were in the ordinary course of business.

All the related party transactions under section 188 of the Companies Act, 2013, were noted quarterly by the audit committee and Board Meeting at their respective meetings.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel, or other designated persons which may have a potential conflict with the interest of the Company at large. The Company has also adopted a framework on related party transactions to ascertain the criteria of âordinary course of businessâ and âArmâs Length Priceâ

The details of the transactions with the related parties are set out in Form AOC 2 which is annexed as âAnnexure 3â.

20. Corporate Social Responsibility:

The provisions of Section 135 with respect to Corporate Social Responsibility were not applicable to the Company during the year under review.

The Company was also not required to develop or adopt any policy on Corporate Social Responsibility during the year under review.

21. Internal Control System and their adequacy:

The Company has duly established and maintained its internal controls and procedures for the financial reporting and evaluated the effectiveness of Internal Control Systems. The internal control systems are commensurate with the size, scale and complexity of its operations.

22. Internal & Concurrent audit:

The Company conducts its Internal and Statutory audit within the parameters of regulatory framework which is well commensurate with the size, scale, and complexity of its operations.

The Internal Auditors monitor the efficiency and effectiveness of the internal control systems in the Company. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

23. Statement on remuneration of employees of the Company:

The Company has three Executive Directors, one of whom is the Managing Director of the Company.

The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are:

Employed throughout the year Nil

Employed for part of the year Nil

The remuneration paid to all key management personnel was in accordance with remuneration policy adopted by the Company.

In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employeesâ particulars which is available for inspection by the members at the Registered office of the Company during business hours on working days of the Company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance at [email protected].

None of the employees hold (by himself/herself or along with his/her spouse and dependent children) more than two percent of the Equity Shares of the Company.

At present, the Company along with its subsidiaries have a cumulative of 65 (Sixty-Five) Employees.

24. Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has adopted a Policy on prevention, prohibition and redressal of Sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and Redressal of complaints of sexual harassment at workplace.

The following is a summary of Sexual Harassment complaints received and disposed off during the year under review:

No. of cases as on April 1, 2023	No. of cases received during the year under review		No. of cases Disposed during the year under review	No. of cases pending as on March, 31, 2024

NIL	NIL	NIL		NIL

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

The detail of conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo is annexed as âAnnexure 4â.

26. Risk Management:

The Company acknowledges the inherent risks in its business operations and is in the process of developing a system to identify, minimize, and manage these risks which shall be reviewed at regular intervals. At present, the management has identified the following key risks:

(i) Securing critical resources, including capital and human talent.

(ii) Ensuring cost competitiveness for all its subsidiaries.

(iii) Changes in customer demand can impact sales volumes and profitability

(iv) Changes in economic conditions, such as recessions or inflation, can affect trading volumes and profitability

27. Code of conduct:

The Board of Director had approved a Code of Conduct which is applicable to the Board of Directors and Senior Management Personnel of the Company.

It is confirmed that all Directors and Senior Management Personnel have affirmed their adherence to the provisions of the Code of Conduct during the year under review.

28. Corporate Governance:

As per the Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provision of Corporate Governance as prescribed in regulation 17 to 27 and Clauses (b) to (i) and (t) of Sub- Regulation (2) of regulation 46 and Para C D and E of Schedule V are not applicable to the Company as the paid up capital of the Company is not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year.

29. One time settlement with Banks or Financial Institution:

There was no instance of one-time settlement with any Bank or Financial Institution.

30. Proceedings initiated/pending under the Insolvency and Bankruptcy Code, 2016:

There is/was no proceeding initiated / pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

31. Acknowledgements:

Your Directors wish to place on record their deep sense of appreciation for the devoted services of all the employees of the Company for its growth.

Your Directors also acknowledge with gratitude the help and support received from the Shareholders, Bankers, Customers, Exchanges, and Regulators and hope to continue to get such support in times to come.

By the order of the Board of Directors

For Alan Scott Enterprises Limited

(Formerly known as Alan Scott Industriess Limited)

Sd/- Sd/-

Sureshkumar Jain Saloni Jain

Place: Mumbai Managing Director Director

Date: September 5, 2024 DIN: 00048463 DIN: 07361076

Mar 31, 2015

The Members,

The Director have pleasure in presenting the 21st Annual Report and the audited statement of accounts for the year ended 31st March, 2015.

Amount in Rs,

FINANCIAL RESULTS: Year ended Year ended 31.3.2015 31.3.2014

Sales & Other Income 29,98,600 22,66,319

Total Expenditure 28,46,288 17,36,639

Profit / (Loss) before Taxation 1,52,312 5,29,679

Provision for Taxation -- --

Prior Period Expenses -- --

Profit / (Loss) after taxation 1,52,312 5,29,679

APPROPRIATIONS:

Interim Dividend -- --

Proposed Dividend -- --

Balance carried to Balance Sheet 1,52,312 5,29,679

OPERATION:

During the year under review, your company's sales were Rs, 29,98,600 compared to Rs, 22,66,319 in the previous year.

OUT LOOK:

The company proposes to foray into Digital Media and film production business and the industry scenario is very good in this area of business.

DIVIDEND:

In view of strengthening the reserves of the Company, your Directors regret their inability to recommend any dividend during the year under review.

SHARE CAPITAL

The Paid-up Equity Share Capital as on 31st March, 2015 is Rs, 3,26,37,000/- comprises 32,63,700 shares of Rs,10/-each. During the year under review, the Company has not issued any Shares on Right basis and bonus to the shareholders.

BUSINESS REVIEW/STATE OF THE COMPANY'S AFFAIRS:

During the year under review, your company's sales were Rs, 29,98,600 compared to Rs, 22,69,355 in the previous year. Net profit of the company were Rs, 1,52,312 during the year.

RESERVES

The Company proposes to carry Rs, (2, 61,07,111) to reserves.

SUBSIDIARIES

The Company does not have any Subsidiaries.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act,2013, wherever applicable, are given in the notes to financial statements.

DETAILS OF BOARD MEETINGS:

During the financial year under review commencing from 1st April, 2014 to 31st March, 2015, 8(Eight) Board Meetings were held on 10th April.2015, 02nd May 2014, 30th May 2014, 25th June 2014, 05th August 2014, 01st November 2014, 29th November 2014, 15th January 2015 and 10th March 2015. The details of the board meetings and the attendance of the Directors thereat are provided in the Corporate Governance Report, appearing as a separate section in this Annual report.

ANNUAL RETURN:

The Extract of Annual Return Pursuant to section 92 read with rule 12 of the Companies (Management and Administration) Rules, 2014, for the financial year 2014-15 in Form No. MGT-9 is annexed hereto and form part of this report as Annexure-1.

COMMITTEES OF BOARD:

The details of composition of the Committees of the Board of Directors are as under:-a. Audit Committee

Sl. Name Chairman/ No. Members

1 Ms. Kanan Kapur Chairman

2 Mr.Soketu Parikh Member

3 Ms. Asmita Parikh Member

During the year, the Committee had met on 30th May 2014, 05th August 2014, 01st November 2014, and 15th January 2015. The other details of the Audit Committee are given in the Corporate Governance Report, appearing as a separate section in this Annual Report.

DIRECTORS:

In accordance with the provisions of the Companies Act, 2013, Asmita Parikh is liable to retire by rotation and being eligible offers herself for re-appointment.

ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company's operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT - 2015

Pursuant to Clause 49 of the Listing Agreement a Report on Management Discussion and Analysis is given below:

a) Industry Structure & Development and Challenges:

The company was able to make nominal profit during the year and as the recession is continuing to affect the industries all round the company is also affected. It is expected that the company would in near future would make profits to offset the losses incurred and on the path of recovery.

b) Outlook, Opportunities, Threats and Risks:

The company is likely to start its main business activities in the near future and as the textile business which was its core activity but due to the present conditions prevailing

the directors feel that the company should continue in its present activity for some more time. However the directors are hopeful they would start the core business in near future.

c) Performance :

Total gross Income amounted to Rs, 29,98,600 /- compared to Rs, 22,66,319/- of the previous year. The Company has currently one activity of the online trading of the share and securities

d) Internal Control System & Their Adequacy

The company has a good system of internal controls in all spheres of activities. The internal control is supplemented by effective internal audit being carried out by an external firm of chartered accountants. The effective steps to implement the suggestions/observations of the Auditors are being taken and monitored regularly. In the opinion of the Board, an effective internal control system adequate to the size of the Company exists

e) Human Resources & Industrial Relation:

In today's knowledge driven dynamic business environment, people are the most critical drivers of growth. The Company considers human resources as one of the vital and important factors for sustained growth. The human resources strategy is to attract talent in the industry, develop and upgrade their skill and competence on the job and ensure employee satisfaction through reward, appreciation and development of environment based on culture and values nurtured by the group over the years.

f) Trading Status On the stock exchange:

The CompanyRs,s equity shares are listed and traded on over the counter Stock exchange Ltd. But counter is dead exchange

g) Whistle Blower Policy:

The Company does not have any Whistle Blower Policy as of now.

h) Cautionary Statement:

Statements made in the report, including those stated under the caption "Management Discussion and Analysis" describing the company's plans, projections and expectations may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

REGISTERED OFFICE: By order of the Board of Directors

Juhu Tara Road, For Alan Scott Industries Limited

Mumbai 400049. Managing director

(CIN: L99999MH1994PLC076732) Soketu Parikh

Place Mumbai

Date : 27.05.2015

Your Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Clause 49 of the Listing Agreement are complied with.

As per Clause 49 of the Listing Agreement with the Stock Exchanges, the Corporate Governance Report, Management Discussion and Analysis and the Auditor's Certificate regarding compliance of conditions of Corporate Governance are attached separately and form part of the Annual Report.

STATUTORY AUDIT

The Auditors M/s. HAM & Co, Chartered Accountants, who are statutory auditors of the Company hold office up to the ensuing Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the Financial Year 2015-16. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. Ham & Co that their appointment, if made, would be in conformity with the limits specified in the said Section

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (3)(C) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts for the financial year ended 31st March 2015,the applicable accounting standards had been followed along with proper explanation relating to material departures:

(ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the Company for the year under review:

(iii) That the Directors had 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:

(iv) That the Directors had prepared the accounts for the financial year ended 31st March, 2015 on a 'going concern' basis.

(v) The directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively (vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

FIXED DEPOSITS:

The Company has not accepted or renewed any deposits during the year. There are no outstanding and overdue deposits as at 31st March, 2015.

LISTING:

At present the Company's Equity Shares listed at BSE and the Company has paid the Listing fees to the above exchange for the financial year ended 2015-2016.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

Considering the nature of business of the company, the particulars required to be furnished pursuant to Section 134 of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014are not applicable to the company. There were no foreign exchange earnings and outgo during the current period.

AUDITORS:

In the last AGM held on 30th September 2014, M/s. HAM & Co, Chartered Accountants have been appointed Statutory Auditors of the Company for a period of one year. Ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM.

Further, the report of the Statutory Auditors along with notes to Schedules and Corporate governance certificate are enclosed to this report. The observations made in the Auditors' Report are self-explanatory and therefore do not call for any further comments.

SECRETARIAL AUDIT

The Company was listed on 23th April 2015 on BSE; Secretarial audit report will be accordingly submitted in the financial year 2015-16.

RELATED PARTY TRANSACTIONS

All the Related Party Transactions are entered into on arm's length basis and are in compliance with the applicable provisions of the Act and Listing Agreement. There are no materially significant related party transactions made by the Company with Promoters, Directors which may have potential conflict with the interest of the Company at large. All the Related Party Transactions are presented to the Audit Committee and Board for their approval. Omnibus approval is given by Audit committee for the transactions which are foreseen and repetitive in nature. A statement of all Related Party Transactions is presented before the Audit Committee and Board on quarterly basis, specifying the nature, value and terms and conditions of the transactions. The said transactions are approved by Audit Committee as well as by Board.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function

is defined in the mandate provided to the internal Auditors. The Internal Audit is entrusted to M/s. Kewal Ramani & Associates Chartered Accountants. The main thrust of internal audit is to test and review controls appraisals of risks and business processes, besides benchmarking controls with best practices in the industry. To maintain its objectivity and independence, the Internal Auditor reports to the Audit Committee of the Board. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

MANAGEMENT OF RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES.

Whistle Blower Policy/ Vigil mechanism

In compliance with the requirement of the Companies Act, 2013 and Listing Agreement guidelines, the Company has established a Whistle Blower Policy /Vigil mechanism Policy and the same is placed on the website of the Company.

The employees of the company are made aware of the said Policy at the time of joining the Company.

DECLARATION BY INDEPENDENT DIRECTORS:

Ms. Heena Samiullah Sayyed, Ms. Kanan Rajan Kapur is independent Directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they fulfils the conditions specified in section 149 of the Act and the Rules made there under about their status as IDs of the Company.

INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Ms. Asmita Parikh, Directors retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

During the year, Ms. Kanan Kapur, Ms. Heena Samiullah Sayyed has been appointed as independent directors for term of 5 years. .

Also, Mr. Soketu Parikh, Mr. Ramkrishna Prem Kaushalya Shukla has been appointed as Managing Director & Company secretary respectively.

EVALUTION OF THE BOARD'S PERFORMANCE

In compliance with the Companies Act, 2013, and Clause 49 of the Listing Agreement, the performance evaluation of the Board as a whole and of the Individual Directors was carried out during the year under review. With the help of a structured questionnaire which was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of Individual Directors including the Chairman of the Board, on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.

The Directors expressed satisfaction with the evaluation process.

HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

Your Company has complied with all applicable environmental laws and labour laws. The Company has been taking all the necessary measures to protect the environment and maximize worker protection and safety. The Company's policy requires conduct of operation in such a manner so as to ensure safety of all concerned, Compliance of environmental regulations and preservation of natural resources.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

During the financial year 2014-15, the company has not received any complaints on sexual harassment and hence no complaints remain pending as of 31 March, 2015

CODE OF CONDUCT:

The Board has formulated a code of conduct for the Board members and senior management of the Company, which has been posted on the web site of the Company.

It is hereby affirmed that all the Directors and senior management personnel have complied with the code of conduct framed by the Company and a confirmation to that effect has been obtained from the directors and senior management.

BUSINESS RISK MANAGEMENT:

The Committee has formulated Risk Management Policy of the Company which has been subsequently approved by the Board of Directors of the Company.

The aim of risk management policy is to maximise opportunities in all activities and to minimise adversity.

The policy includes identifying types of risks and its assessment, risk handling, monitoring and reporting, which in the opinion of the Board may threaten the existence of the Company.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of that, relations between the employees and the management remained satisfactory The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business. None of the employee is drawing in excess of the limits prescribed by the Companies Act, 2013 and rules made there under, which needs to be disclosed in the Directors' Report.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors.

This policy also lays down criteria for selection and appointment of Board Members. The details of this policy are explained in the Corporate Governance Report.

GENERAL DISCLOSURE:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

ACKNOWLEDGMENT:

The directors thank the Company's employees, customers, vendors, investors for their continuous support.

The directors also thank the government of India, the governments of various states in India and concerned government departments / agencies for their co-operation.

The directors appreciate and value the contributions made by every members of the Company.

REGISTERED OFFICE: By order of the Board of Directors

Juhu Tara Road, For Alan Scott Industries Limited Mumbai 400049. Managing director

(CIN: L99999MH1994PLC076732) Soketu Parikh

Place Mumbai

Date : 27.05.2015

Mar 31, 2014

Dear Members,

The Director have pleasure in presenting the Annual Report and the audited statement of accounts for the year ended 31st March, 2014

Amount in Rs.

FINANCIAL RESULTS Year ended Year ended 31.3.2014 31.3.2013 Sales & Other Income 22,66,319 21,89,857

Total Expenditure 17,36,639 18,53,071

Profit / (Loss) before Taxation 5.29,679 3,36,786

Provision for Taxation Â Â

Prior Period Expenses Â Â

Profit / (Loss) after taxation 5,29,679 3,36,786

APPROPRIATIONS:

Interim Dividend Â Â

Proposed Dividend Â Â

Balance carried to Balance Sheet 5,29,679 3,36,786

DIVIDEND:

In view of strengthening the reserves of the Company, your Directors regret their inability to recommend any dividend during the year under review.

OPERATION:

During the year under review, your company''s sales were Rs. 22,66,319 compared to Rs. 21,89,857 in the previous year.

DIRECTORS:

In accordance with the provisions of the Companies Act, 2013, Asmita Parikh is liable to retire by rotation and being eligible offers herself for re-appointment.

In terms of the Company Ms. Kanan Rajan Kapur is B.com and has immense experience in business and marketing. She was appointed as Additional Director by Board of Director at its meeting held on 28th January 2014. Under section 161(1) of the Companies Act, 2013, Ms. Kanan Rajan Kapur ceases to hold office at this Annual General Meeting and is eligible for appointment. The Notice under section 160 the Companies Act, 2013 has been received from member signifying his intention to propose her appointment as a Director. The Board of Directors feels that her experience and knowledge would benefit and value the Company and therefore her appointment is recommended.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT:

The report on Corporate Governance including Management Discussion and Analysis as stipulated under Clause 49 of the Listing Agreement with Stock Exchange, forms part of the Annual Report is annexed.

A certificate of the auditors of the Company, Jayesh Dadia & Associates., Chartered Accountants, confirming compliance of the conditions of corporate governance as stipulated in Clause 49 is annexed.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March 2014,the applicable accounting standards had been followed along with proper explanation relating to material departures:

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the Company for the year under review:

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

(iv) That the Directors had prepared the accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

FIXED DEPOSITS:

Your company has not accepted any fixed deposits from public.

LISTING:

At present the Company''s Equity Shares are listed at OTC Exchange of India and the Company has paid the Listing fees to the above exchange for the financial year ended 2014-2015

CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT GO

The information necessary for disclosure of particulars with Research and Development as required 217(1) (e) of the Companies Act 1956 read with the Companies (Disclosure of particulars in the report of Board) Rules,1988 are not applicable.

Foreign Exchange earned : Nil

Foreign Exchange used : Nil

PERSONNEL:

The relationship with the employees has been cordial. Your Director wish to place on record their appreciation for the devoted services rendered by the employees. There are no employees drawing remuneration exceeding the ceiling prescribed under section 217(2A) of the Companies Act, 1956.

AUDITORS:

The existing Auditor M/s Jayesh Dadia& Associates. Chartered Accountants, retires at the conclusion of ensuing Annual General Meeting and have expressed their willingness to continue as Statutory Auditor of the Company for the financial year 2013-14.The relevant certificate to that effect that their appointment, if made, will be in pursuant to section 224(1B) of the Companies Act, 1956 has been received. The resolution for their re-appointment is being submitted to this Annual General Meeting.

ACKNOWLEDGMENT:

Your Directors wish to thanks Company''s Bankers for the co-operation extended to us.

For and on behalf of the board of Directors

Sd/- SOKETU PARIKH Managing Director

Place : Mumbai Date : 30th May 2014

Mar 31, 2013

Dear Members,

The Board of Directors has the pleasure in presenting the Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL RESULTS

The Profit and Loss Account of the Company shows a Net Profit amounting to Rs. 3,36,786/-, against the loss of Rs. 52,35,151/- for the previous year.

OPERATIONS

The Company''s main business was not pursued during the current year. However the Company had trading and other income in buying and selling of shares of companies and has other income of Rs. 21,89,857/- .The total expenses incurred during the year under review is Rs. 18,53,071/-. Thus the Company made a Profit of Rs. 3,36,786/- before Tax.

The directors regret that the main business of the company is not being pursued due to very adverse circumstances and expect the trend to continue for some more time. However the directors are hopeful of restarting the main business in the near future which would enable the Company to offset the present accumulated losses.

DIVIDEND

In view of the losses incurred during the year the Directors are not recommending any dividend

ACCEPTANCE OF DEPOSITS

The Company has neither invited nor accepted any deposits during the year under review

PARTICULARS OF EMPLOYEES

None of the employee of the Company received remuneration in excess of the limit specified u/s 217 (2A) of the Companies Act, 1956. The employees of the company have been playing a vital role in achieving organization objectives. Directors acknowledge the valuable services rendered by the employees at all levels.

OBSERVATION OF AUDITORS REPORT

A loan has been advanced to one Company, the terms and conditions of which are not prejudicial to the interest of the Company.

DIRECTOR RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

(a) That in presentation of the annual accounts for the year ended March 31, 2013,the applicable standards had been followed along with proper explanation relation to material departures, if any;

(b) That such accounting policies as mentioned in Note to the annual accounts have been selected and applied consistently and 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 ended on March 31, 2013 and of the loss of your Company for that year;

(c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and to prevent and detect fraud and other irregularities;

(d) That the Annual accounts for the year ended March 31, 2013 has been prepared on a going concern basis.

DIRECTORS:

In accordance with the provision of the Companies Act, 1956, Mr. Suketu Jayantkumar Parikh, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Directors recommend his reappointment.

DISCLOSURE OF PARTICULARS WITH RESPECT CONSERVATION OF ENERGY

The Company does not at present undertake any manufacturing activities. However the Company has been striving to save energy in whatever way possible and these steps have yielded results.

RESEARCH & DEVELOPMENT

The Company has no specific Research and Development work undertaken and as and when it is required the same would be taken up.

INDEPENDENT AUDITORS

The Independent Auditors of the Company, M/s. Jayesh Dadia & Associates, Chartered Accountant, Mumbai, retire at the ensuing Annual General Meeting and be eligible have expressed their willingness to act as the Auditors of the Company. A certificate to the effect that if appointed it would be within the limits prescribed u/s 224 (1B) of the Companies Act, 1956. The Directors recommend their appointment.

CORPORATE GOVERNANCE:

Your Company is required to comply with the code of corporate governance as mandated by SEBI, under Clause 49 of the listing Agreement with the OTC by 31.03.2003. The Board has already initiated measures to ensure that the code is complied with during the year.

Pursuant to Clause 49 of the Discussion and Analysis. Corporate Governance report and auditors certificate regarding compliance of condition of corporate Governance are made part of the Annual Report. A note on the Company''s efforts to discharge its social Responsibility is also included

ACKNOWLEDGEMENT:

The Directors take this opportunity to thank all the employees for their contribution to the Company''s performance during the year under review. The Directors place on record their appreciation for assistance and support from various Government Agencies, Bankers and Financial Institution.

The Directors also express their gratitude to the shareholders of the Company for their continuous support to the management.

BY ORDER OF THEBOARD OF DIRECTORS SOKETU J. PARIKH (MANAGING DIRECTOR) PLACE : Mumbai DATE :05/09/2013

Mar 31, 2012

Dear Members,

The Board of Directors has the pleasure in presenting the Annual Report together with the Audited Accounts of the company for the year ended 31st March, 2012.

FINANCIAL RESULTS

The Profit and Loss Account of the company shows a Net Loss amounting to Rs.52,35,151/-, against the loss of Rs. 79,79,737 for the previous year.

OPERATIONS

The companyÂs main business was not pursued during the current year. Howeverthe company had trading and other income in buying and selling of shares ofcompanies and has other income of Rs. 6,09,754/-. The total expenses incurredduring the year under review is Rs. 58,41,453/-.Thus the company made a lossof Rs. 52,31,698/- before Tax.

For various reasons the company is not able to undertake the main business ofthe company and this bad period would be continuing for the next two to threeyears. However the directors are hopeful restarting the main business in thenear future which would enable the company to offset the accumulated losses.

DIVIDEND

In view of the losses incurred during the year the Directors are not recommending any dividend

ACCEPTANCE OF DEPOSITS

The Company has neither invited nor accepted any deposits during the year under review

PARTICULARS OF EMPLOYEES

None of the employee of the company received remuneration in excess of thelimit specified u/s 217 (2A) of the Companies Act, 1956. Our companyÂs human resources have been playing a vital role in achieving organization objectives. The companyÂs growth and progress is the result of the hard work and devotion of allemployees. Directors acknowledge the valuable services rendered by the employees at all levels.

OBSERVATION OF AUDITORS REPORT

A loan has been advanced to one Company, the terms and conditions of which are not prejudicial to the interest of the Company.

DIRECTOR RESPONSIBILITY STATEMENT

To the best of their Knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956

(a) That in presentation of the annual accounts for the year ended March 31, 2012,the applicable standards had been followed along with proper explanation relation to material departures, if any;

(b) That such accounting policies as mentioned in Note to the annual accounts have been selected and applied consistently and 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 ended on March 31,2012 and of the loss of your Company for that year;

(c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and to prevent and detect fraud and other irregularities;

(d) That the Annual accounts for the year ended March 31, 2012 have been prepared on a going concern basis

DIRECTORS:

In accordance with the provision of the Companies Act, 1956, Mr. Govindan Prameshwaran Nair, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible,offer himself for re-appointment.

DISCLOSURE OF PARTICULARS WITH RESPECT CONSERVATION OF ENERGY

The Company does not at present undertake any manufacturing activities. However the company has been striving to save energy in whatever way possible and these steps have yielded results.

RESEARCH & DEVELOPMENT

The company has no specific Research and Development work undertaken and as and when it is required the same would be taken up.

AUDITORS

The Auditors of the company, M/s. Jayesh Dadia & Associates, Chartered Accountant. Mumbai, retire at the ensuing Annual General Meeting and be eligible u/s 224 (1B) of the Companies Act. 1956, have expressed their willingness to act as the Auditors of the Company, if appointed. The Directors recommend their appointment as the Auditors of the Company.

CORPORATE GOVERNANCE:

Your company is required to comply with the code of corporate governance as mandated by SEBI, under Clause 49 of the listing Agreement with the OTC by 31.03.2003. The Board has already initiated measures to ensure that the code is complied with during the year.

Pursuant to Clause 49 of the Discussion and Analysis. Corporate Governance report and auditors certificate regarding compliance of condition of corporate Governance are made part of the Annual Report. A note on the CompanyÂs efforts to discharge its social Responsibility is also included

ACKNOWLEDGEMENT:

The Directors take this opportunity to thank all the employees for their contribution to the CompanyÂs performance during the year under review. The Directors place on record their appreciation for assistance and support from various Goverment Agencies. Bankers and Financial Institution.

The Directors also express their gratitude to the shareholders of the company for their continuous support to the management BY ORDER OF THE BOARD OF DIRECTORS

SOKETU J. PARIKH (MANAGING DIRECTOR)

PLACE :Mumbai DATE :04/09/2012

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article