Your directors have the pleasure in presenting their 33rd Annual Report on thebusiness and operations of the Company and the accounts for the FinancialYear ended on March 31, 2025.
1. FINANCIAL SUMMARYOR HIGHLIGHTS (STANDALONE):
The Board's Report have been prepared based on the standalone financialstatements of the company.
(Rs. in Lakhs)
Particulars
2024-25
2023-24
Gross Turnover (includingOther Income)
44.47
36.25
Profit/ Loss before Interest andDepreciation (EBIDTA)
(1.32)
(7.33)
Finance Charges
-
Depreciation and Amortization
2.50
2.52
Total Expenditure
48.30
46.10
Net Profit / (Loss) Before Tax(PBT)
(3.82)
(9.85)
Less: Tax expense
Net Profit / (Loss) After Tax(PAT)
Other Comprehensive Income
Total Comprehensive income
Balance of Profit / (Loss) broughtforward
Balance available forappropriation (after adjustingotherequity)
Surplus / (Deficit) carried toBalance Sheet
2. BRIEF DESCRIPTION OF THE COMPANY'SWORKING DURING THE YEAR/STATEOF COMPANY'S AFFAIRS:
The Company is in the business of philatelic and numismatic activities. TheCompany is one of the leading organizations which is dealing in philatelic andnumismatic activity. The stamps possessed by the Company are rarecollections and collected by various Philatelists. People can also place orderfrom the website of the Company to purchase these precious assets atpredetermined prices fixed by the Company from time to time.
The department of Numismatics and Philately features remarkable collectionsof coinsand stamps. These collectibles offer a visceral connection to the pastwith their historical value and geographical aspects. Our collection is enrichedwith rare antique pieces that are commemorative of fragments of time.Collecting such keepsakes is like collecting pieces of time itself. OurNumismatics division has curated rare vintage coins and currency notes thathave been long out of circulation from countries such as India, Mauritius,Malaya, Pakistan, and others.
Alexander is an iconic brand with deeply rooted aspirational values in each ofits product offerings. Our endeavor would be to make our brand, products aswell as the overall experience, "Young, contemporary and ever-evolving" in theeyes of our customer.
Besides strengthening our traditional core values of superior quality andunapparelled product range for consumers cutting across different socialspectra, our focus will be to grow our consumer franchise.
In addition to this, the Company is also planning to have its own gallerywherein the Company will place on exhibition, various stamps and otherrelated literature which includes exhibition on Mahatma Gandhi's Stampsissued by the Government of India from time to time. Keeping in view theabove-mentioned requirements, the Company is in the process ofidentification of a suitableplace in Vadodara city. However, the Company isalso in discussion with various Philatelists and other organizations to havevarious exhibitions to promote philatelic activity in our nation.
Further, to promote digitalization, the Company has also purchased websitenamely www.indianstampghar.com which will in turn surely strengthen thebusiness of the Company.
During the year under review ended on March 31, 2025, your Company hasincurred a loss after tax amounting to Rs 3.82/- lakhs as compared to loss ofRs. 9.85/- lakhs registered duringthe previous year ended on March 31, 2024.
The Company has taken several measures to ensure the well-being of itsemployees including leveraging the power of technology to enable them towork from home. Further, standing by its core commitment the Company isnavigating through these unprecedented times by building stronger anddeeper relationships with consumers and its partners.
The Board is in talks to have a collaboration in the field players like "BombayAuctions" where they are another significant player in the field of numismaticsand philately in India. Established in 1995, they have over two decades ofexperience. They operate as numismatic and philatelic dealers, contributing tomarket trends and creating value for collectors.
We will continue our efforts with zeal and enthusiasm to create a better futureand offer better value to all our stakeholders.
3. REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES,ASSOCIATES AND JOINT VENTURE COMPANIES:
The Company does not have any Subsidiaries, Associate and Joint VentureCompanies. Hence, details for the same are not required to be mentioned inthe report.
4. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIALYEAR TO WHICHTHESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THEREPORT:
There have been no material changes and commitments, which affect thefinancial position of the company which have occurred between the end ofthe financial year to which the financial statements relate and the date of thisreport.
5. DIVIDEND:
Considering the financial position of the Company, the Board of Directors havenot recommended dividend for the year 2024-25.
6. RESERVES:
The Company has not transferred any amount to general reserve for the yearended on 31st March, 2025.
7. BORROWINGS:
The total borrowings of the Company including long-term loans, UnsecuredLoans and working capital facilities stood at Rs. 15,55,000/- (Rupees FifteenLakhs Fifty-Five thousand) as on 31st March 2025.
8. ANNUAL RETURN:
The Annual Return of the Company for the FY 2024-25 in the prescribed formMGT-7 as required under section 92(3) of the Act will be available on thewebsite of the Company i.e. www.alexanderstamps.in.
9. CHANGE IN NATURE OF BUSINESS:
The Company did not change its nature of Business during the period underreview.
There is change in the constitution of the Board of the Directors during thefinancial year. Ms. Divya Batra, Ms. Tanmaya Arora and Mr. Nikhil Kapoor areappointed as an Additional Directors with effect from 20th August, 2024. SaidDirectors are going to regularize in the ensuing Annual General Meetingsubject to the approval of Shareholders.
During the year under review, Mr. Vipulchandra Pravinchandra Thakkar, Ms.Alka Sawhney and Ms. Diksha Kapur are ceased from the post of Director dueto prior commitments and limited availability with effect from 20th August,2024.
Further, Mr. Kiran Prakash Shah also ceased to be a Director of the Companyafter the end of the financial year due to his unfortunate demise. The Boardplaces on record its deep appreciation for the valuable contributions made byhim during his tenure and extends heartfelt condolences to his family.
As per the requirement of Section 149 (7) of the Act, Ms. Divya Batra, Mr.Jignesh Soni and Mr. Nikhil Kapoor, the Independent Directors of the Company,have submitted their respective declarations that they fulfil the criteria ofindependence under Section 149 of the Act, read with Regulation 25 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015.
In accordance with the provisions of the Act and the Company's Articles ofAssociation, Mr. Anirudh Sethi (DIN: 06864789), retires by rotation and theBoard of Directors, on the recommendation of the Nomination andRemuneration Committee, has recommended their re-appointment.
11. NUMBER OF MEETINGS OF THE BOARD: _
During the financial year, the Board met Eleven (11) times as tabled below. Acalendar of Meeting is prepared and circulated in advance to the Directors.
The gap between any two consecutive Board Meetings did not exceed OneHundred and Twenty days. During the year under review, the followingmeetings have been duly held-
• Board Meetings:
Sr. No.
Dates on which theBoard Meetings were held
Total Strengthof the Board
No. ofDirectorsPresent
01.
05-04-2024
6
02.
24-05-2024
03.
30-06-2024
04.
05-07-2024
05.
12-08-2024
06.
20-08-2024
07.
12-11-2024
08.
16-12-2024
09.
08-01-2025
10.
20-01-2025
11.
11-02-2025
Name of Director
Attendance at the Board Meetings heldon
Attendance atthe AGM heldon 10/08/2024
Mr. Anirudh P. Sethi
Y
Ms. Alka Sawhney
N
Mr. Jignesh Soni
Mr. Kiran Prakash Shall
Ms. Diksha Kapur
Mr.Vipulchandra
Thakkar
Ms. Divya Batra
Ms. Tanmaya Arora
Mr. Nikhil Kapoor
12. COMMITTEES OF THE BOARD:
(a) Audit Committee
The composition of the Committee is as per the requirements of the provisionsof Section 177 of the Act. Mr. Jignesh Soni is the Chairman of the committeeand Mr. Anirudh Sethi (Managing Director), Ms. Diksha Kapur (IndependentDirector, resigned on 20-08-2024), Mr. Vipulchandra Thakkar (IndependentDirector, resigned on 20-08-2024), Ms. Divya Batra(appointed as IndependentDirector on 20-08-2024), and Mr. Nikhil Kapoor (appointed as IndependentDirector on 20-08-2024) are the members.
The Committee was reconstituted during the year owing to the above-mentioned resignations and new appointments.
Ms. Devanshi Shah initially acted as the Secretary to the Committee; followingher departure from the Company, Mr. Smit Agrawal is currently serving in thatrole, the said committee met on four occasions with attendance of all themembers as mentioned in the table below:
The composition of the Audit Committee as at March 31, 2025 and details ofthe Members participation at the Meetings of the Committee are as under:
Name ofDirector
Designation
Attendance at theCommitteeMeetings held on
"if
M
®
PS
Ý4
4
n
r4
i
fO
ri
11-11-2024
10-02-2025
Mr. Jignesh Soiii
Independent Director
Mr. VipulchandraThakkar
Mr. Anirudh Sethi
Managing Director
Mr. Nikliil Kapoor
The Audit Committee continues to provide valuable advice and guidance inthe areas of costing, finance, and internal financial controls. The Committee isgoverned by terms of reference, which are in line with the regulatoryrequirements mandated by the Companies Act, 2013 and Listing Regulations.
The Committee is governed by a Charter which is in line with the regulatoryrequirements mandated by the Companies Act, 2013 and SEBI (LODR), 2015.
All the Members on the Audit Committee have the requisite qualification forappointment on the Committee and possess sound knowledge of finance,accounting practices and internal controls.
During the year under review, the Audit Committeeheld a separate meetingwith the Statutory Auditors and theInternal Auditor to get their inputs onsignificant matters relating to their areas of audit.
In compliance with Section 178 of the Companies Act, 2013, the Board hasreconstituted the Nomination and Remuneration committee due to theresignation and subsequent appointment of Independent Directors during theyear. Mr. Nikhil Kapoor has been appointed as a chairman in place of Mr.Vipulchandra Thakkar and Ms. Divya Batra has been appointed as a memberin place of Ms. Diksha Kapur.
The Committee is governed by terms of reference, which are in line with theregulatory requirements mandated by the Companies Act, 2013 and ListingRegulations.
The terms of reference of the Committee, inter alia, include the following:
• Succession planning of the Board of Directors and Senior ManagementEmployees;
• Identifying and selection of candidates for appointment as Directors/ Independent Directors based on certain laid down criteria;
• Identifying potential individuals for appointment as Key ManagerialPersonnel and to other Senior Management positions;
• Formulate and review from time to time the policy for selection andappointment of Directors, Key Managerial Personneland seniormanagement employees and their remuneration;
Review the performance of the Board of Directors and Senior ManagementEmployees based on certain criteria as approved by the Board.
The composition of the Remuneration Committee as at March 31, 2025 anddetails of the Members participation at the Meetings of the Committee are asunder:
Attendance at theRemuneration Meetingsheld on
04-07-2024
19-08-2024
11-11 2024
25-03-2025
Mr. YipuichandraThakkar
Chairman & IndependentDirector
(Resigned on 20-08-2024)
Ms, Diksha Kapur
Member & IndependentWomen Director(Resigned on 20-08-2024)
Member & ManagingDirector
Mr. Jignesk Soni
Member & IndependentDirector
Ms, Divya Batra
Independent Director(Appointed on 20-08-2024)
Mr, Nikhil Kapoor
Chairman & Independent Director(Appointed on 20-08-2024)
In compliance with the provisions of Section 178 of the Companies Act, 2013and the SEBI (LODR) Regulation, 2015, the Board has reconstituted the"Stakeholders' Relationship Committee" due to the resignation andsubsequent appointment of Independent Directors during the year.
Ms. Divya Batra and Mr. Nikhil Kapoor has been appointed as a member inplace of Ms. Diksha Kapur and Mr. Vipulchandra Thakkar.
The composition of the Stakeholder and relationship Committee as at March31, 2025 and details of the Members participation at the Meetings of theCommittee are as under:
Attendance at the Stake holder andrelationship Committee held on:
1ST
Mr. VipulcliandraThakkar
Mr. Anirudh Setlii
During the year, following complaints have been received and resolved:
Name
Suman Joshi
Claim of equity shares based on forged share
certificates
(d) Independent Directors' Meeting
During the year under review, the Independent Directors had their meeting on12th March, 2025 inter alia, to discuss:
• Evaluation of the performance of Non-independent Directors and the Boardof Directors as a whole.
• Evaluation of the performance of the chairman of the Company, taking intoaccount the views of the Executive and Non-executive Directors.
• Evaluation of the quality, content and timelines of flow of informationbetween the Management and the Board that is necessary for the Board toeffectively and reasonably perform its duties.
• All the Independent Directors were present at the Meeting.
13. ANNUAL EVALUATION:
Pursuant to the provisions of the Act and Regulation 25 of the ListingRegulations, the Board has carried out an annual evaluation of its ownperformance, performance of the Directors individually as well as theevaluation of the working of the Committees.
The following process was adopted for Board evaluation: -
i. Feedback was sought from each Director about their views on theperformance of the Board covering various criteria such as degree of fulfilmentof key responsibilities, Board structure and composition, establishment, anddelineation of responsibilities to various Committees, effectiveness of Boardprocesses, information and functioning, Board culture and dynamics, qualityofrelationship between the Board and the Management and efficacy ofcommunication with external stakeholders.
ii. The feedback received from all the Directors was discussed at the Meeting ofIndependent Directors and the NRC. The performance of the Non-IndependentNon-Executive Directors and Board Chairman was also reviewed by them.
iii. The collective feedback on the performance of the Board (as a whole) wasdiscussed by the Chairperson of the NRC with the Chairman of the Board. Itwas also presented to the Board.
iv. Assessment of performance of every statutorily mandated Committee ofthe Board was conducted and these assessments were presented to the Boardfor consideration. Areas on which the Committees of the Board were assessedincluded degree of fulfilment of key responsibilities, adequacy of Committeecomposition and effectiveness of Meetings.
v. During the year under review, the recommendations made in the previousyear were satisfactorily implemented.
Based on the annual evaluation process and the overall engagement of theIndependent Directors in the affairs of the Company during the year, the Boardof Directors are of the opinion that the Independent Directors of the Companypossess, practice, and preach highest standards of integrity and have therequired experience and expertise in their respective areas which enable themto provide guidance to the Management and adds value in the Company'sdecision process.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company, the work performed by theInternal, Statutory and Secretarial Auditorsand the reviews performed by theManagement and the relevant Board Committees, including the AuditCommittee, the Board believes that the Company's internal financial controlswere adequate and effective during the year ended 31st March 2025.
Accordingly, pursuant to Section 134(5) of the Act, based on the above and therepresentations received from the Operating Management, the Board ofDirectors, to the best of their knowledge and ability confirm that:
i. In the preparation of the annual accounts, the applicable accountingstandards have been followed and that there was no material departure therefrom;
ii. They have, in the selection of the accounting policies, consulted the StatutoryAuditors and have applied their recommendations consistently and madejudgments and estimates that are reasonable and prudent to give a true andfair view of the state of affairs of the Company as at 31st March 2025 and of theloss of the Company for the year ended on that date;
iii. They have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act, forsafeguarding the assets of the Company and for preventing and detectingfrauds and other irregularities;
iv. They have prepared the annual accountson a going concern basis;
v. They have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and wereoperating effectively during the year ended 31st March 2025; and
vi. Proper systems have been devised to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operatingeffectively during the year ended 31st March 2025.
15. REMUNERATION POLICY: _
Based on the recommendations of the NRC, the Board of Directors approvedand adopted a remuneration policy for Directors, Key Managerial Personnel,and other employees of the Company as required under Section 178(3) of theAct. The Company has adopted Governance Guidelines which inter alia coversthe composition and role of the Board, Board Appointment, Induction andDevelopment, Director's Remuneration, Code of Conduct, Board EffectivenessReview, and mandates of the Board Committees. The remuneration policy isplaced on the websiteof the Company www.alexanderstamps.in. for referenceand enclosed as "Annexure 1".
16. RISK MANAGEMENT POLICY:
The Company has adopted measures for risk management and mitigationthereof. A formal risk reporting system has been devised by the Company.Project Review Committee has been constituted comprising of Directors andsenior officials of the Company to review, assess and mitigate the risks,conversion of risk into opportunities, problems/ irregularities related toimplementation and execution of projects (including project delay, change inscope and estimation errors) and implementation of checks and balances forproper execution of future work.
The key risk management and mitigation practices include those relating toidentification of key risks associated with the business objectives, impactassessment, risk evaluation and reporting.
17. SHARE CAPITAL:
The paid-up Equity Share Capitalof the Company as on March 31, 2025 was Rs.9,31,20,000/-. During the year under review,the company has not forfeited anyshares and has not made a bonus issue to the existing shareholders.
Issue of Equity Shares on Preferential basis:
The Company has not issued any equity shares.
Issue of Shares with Differential Rights:
During the year under review, the Company has not issued any shares withdifferential voting rights.
Issue of Sweat Equity Share: -
During the year under review, the Company has not issued any sweat equityshares.
Issue of Employee Stock Options:
Provision of Money by Company for purchase of Its Own Shares byEmployees or by Trustees for the Benefit of Employees:
The Company has no scheme of provision of money for purchase of its ownshares by employees or by trustees for the benefit of employees. Hence thedetails under rule 16 (4) of Companies (Share Capital and Debentures) Rules,2014 are not required to be disclosed.
18. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATIONAND PROTECTION FUND:
The provisions relating to transferring any amounts to the Investor Educationand Protection Fund is not applicable to the Company during the year underreview.
19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management's Discussion and Analysis Report for the year under review, asstipulated under Regulation 34 of SEBI (Listing Obligations & DisclosureRequirements) Regulation 2015 with the Stock Exchanges in India, is presentedin a separate section forming part of the Annual Report as "Annexure 2".
20. PARTICULARS OF EMPLOYEES:
Pursuant to the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, statement of particulars of employees is annexed as"Annexure-3".
21. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THEINSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEARALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIALYEAR: NotApplicable
22. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THETIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOANFROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THEREASONSTHEREOF: Not applicable
23. INSURANCE:
All the properties including buildings, plant and machinery and stocks havebeen adequately insured.
24. ENVIRONMENT AND SAFETY:
The company is conscious of the importance of environmentally clean andsafe operations. The Company's policy requires conduct of operations in sucha manner, so as to ensure safety of all concerned, compliances ofenvironmental regulations and preservation of natural resources.
25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS, COURTS AND TRIBUNALS:
No significant and material order has been passed by the regulators, courts,tribunals impacting the going concern status and company's operations infuture.
26. THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLSWITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has formulated an Audit Committee which meets once in everyquarter to review the financial results, internal financial controls and riskmanagement system, auditor's independence, and performance etc. TheCompany has also appointed Internal Auditors who perform their duty on thebasis of the scope of work allotted to them time to time.
27. COMPANY'S POLICY RELATING TO DIRECTOR'S APPOINTMENT. PAYMENT OFREMUNERATION AND DISCHARGE OF THEIR DUTIES:
The Company's policy relating to appointment of Directors, payment ofManagerial remuneration, Director's qualifications, positive attributes,independence of Directors & other related matters as provided under Section178(3) and 178(4) of the Companies Act, 2013 is maintained by Company.
Nomination and Remuneration Committee has formulated a policy onremuneration of Directors, Key Managerial Personnel and Senior Managementof the Company. The policy covers the appointment, including criteria fordetermining qualification, positive attributes, independence and remunerationof its Directors, Key Managerial Personnel and Senior Management Personnel.The Nomination and Remuneration Policy is available on Company's Websitewww.alexanderstamps.in.
28. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
Pursuant to sub-section (3) of section 129 of the Act, the statement containingthe salient feature of the financial statement of a company's subsidiary orsubsidiaries, associate company or companies and joint venture or ventures isnot applicable to the Company as the Company does not have anysubsidiary/associate or joint venture companies.
29. CODE OF CONDUCT:
The Board of Directors has approved a Code of Business Conduct which isapplicable to the Members of the Board and all employees. The Companybelieves in "Zero Tolerance" to bribery and corruption in any form and theBoard has laid down the "Anti-Bribery & Corruption Directive" which forms anAppendix to the Code. The Code has been posted on the Company's websitewww.alexanderstamps.in.
30. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, a Vigil Mechanism for directors and employees to reportgenuine concerns has been established. The Vigil Mechanism Policyhas beenuploadedon the website of the Company. The Audit Committee shalloverseethe vigil mechanism through the committee and if any ofthe membersof the committee have a conflict of interest in a given case, they should recusethemselves and the others on the committee would deal with the matter onhand.
The policy provides protection to the directors, employee and businessassociates who report unethical practices and irregularities.
31. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of InsiderTrading with a view to regulate trading in securities by the Directors anddesignated employees of the Company. The Code requires pre-clearance fordealing in the Company's shares and prohibits the purchase or sale ofCompany shares by the Directors and the designated employees while inpossession of unpublished price sensitive information in relationto theCompany and duringthe period when the Trading Window is closed.
The policy related to insider trading has been uploaded on the website of theCompany.
All Board of Directors and the designated employees have confirmedcompliance with the Code.
32. AUDITORS OF THE COMPANY:
(a) Statutory Auditors
Pursuant to the recommendation of the Audit Committee, the Board ofDirectors and Members of the Company, at their respective meetings held andhad approved the appointment of M/s. M Sahu &Co., Chartered Accountants(FRN- 130001W) as the Statutory Auditors of the Company for a term of 5 (five)consecutive years ("First Term") commencing from the Financial Year 2022-23till the conclusion of 35th Annual General Meeting to be held in the calendaryear 2027, at mutually agreed remuneration. Under Section 139 of theCompanies Act, 2013 and the Rules made thereunder, it is mandatory toappoint Statutory Auditors by the Company.
The Auditor's Report does contain a disclaimer of opinion on the financialstatements for the period ended March 31, 2025. The statements made by theAuditors in their Report are self-explanatory and do not call for any furthercomments.
The auditors have also that they hold a valid certificate issuedby the PeerReview Board of the Institute of Chartered Accountants of India.
The Auditors have issued unmodified audit opinion on the financial statementsfor the financial year ended on March 31st, 2025. The Auditors' Report for thefinancial year ended on 31st March, 2025 on the financial statement is the partof this Annual Report. The report of the Statutory Auditors is enclosed as"Annexure 6" to this report. Said report is self-explanatory and does not callfor any further comments.
In terms of Section 204 of the Act, read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, and based on therecommendation of the Audit Committee, the Board of Directors at theirMeeting held on 5th July, 2024 had appointed M/s.
Kuldip Thakkar & Associates, Company Secretaries (COP No.: 22442), as theSecretarial Auditors for the financial year 2024-25.The Secretarial Audit Reportfor the financial year 2024- 25 in the prescribed form MR-3 on the audit carriedout by the said Auditor is enclosed to this Report as "Annexure 4".
In compliance with Regulation 24A of the SEBI Listing Regulations and Section204 of the Act, the Board at its meeting held on May 22, 2025, based onrecommendation of the Audit Committee, has approved the appointment ofKuldip Thakkar & Associates, Practicing Company Secretaries, a peer reviewedfirm (COP No.: 22442) as Secretarial Auditors of the Company for a term of fiveconsecutive years commencing from FY 2025-26 till FY 2029- 30, subject toapproval of the Members at the ensuing AGM.
M/s. Lookman Mansuri & Associates, Chartered Accountants, Vadodara hadconducted the internal audit and has submitted his report for the periodended on 31.03.2025.
St.
No.
1.
Non-Current Investments:
Observation:
We draw attention to the Note No 30 to the Financial Statementwith respect to the Investments as stated in Non-CurrentInvestments amounting to ENTR. 113 67.'- Laos, the requisitedocuments with respect to this investment are not available with theCompany, in the absence of sufficient information, the Managementhas also not prowded for any Impairment for the same and in turnwe are unable to comment on the carrying value of Investment madeby the Company and the consequent impact thereof on OtherComprehensive Income.
Comment of Board of Directors:
The Board is going to provide sufficient and relevantdocuments-'data to the Auditor and keep in record for futurereference. As market conditions changed, the Board has decided toinvest into long term asset class for better returns. The managementis also looking for compliance with the stock register within sixmonths from the dare of this report.
2
Assessment of Income Tax Dept: -
We draw7 attention to the Note No 27 to the Financial Statements, inrespect of the Outstanding Income Tax demand for the AssessmentYear 2017-2018, amounting to INR 357.63 Lakhs, for which theCompany has neither filed any appeal nor created any provision inthe books of accounts. Had the company has provided the same losswrould have been higher by INR. 3 57.63 Lakhs.
The Company has considered this outstanding demand of IncomeTax. For the same, the Board is gomg to take relevant action mcoming month.
3.
Inventory valuation:
We draw attention to the Note No 29 to the Financial Statements,the inventories as on 31.03.2025 amounting to Rs. 1643.84/- Lakhvalued as per Valuation report dated 8th May 2023, statingvaluation mentioned in this report as on the date of 31st March2023. Consequently, we had relied upon the valuation of theinventories as on 31st March 2025 on this valuation report andhence we are unable to ascertain the impact due to deviation ininventory valuation as per Ind AS 2 Inventories.
The said amount had been obtained by the Company fromIndependent Chartered Accountant. Inventory Valuation Report hasalso been submitted to Statutory Auditor within timeline forthen" reference and record. Said observ ation is totally baseless andshould not be part of Qualifications.
Relevantprovision forComplianceRequirement
Observation
Explanation fromBoard of Directors
L
Regulation 47 ofSEBI (LODR)Regulations, 2015.Advertisements inNewspapers
The company has notadvertised the followinginformation:
1. Financial results;
2. Notices given toshareholders by advertisement.
As the Company is smallscale and having no profitsor reserves in the Book ofAccounts. Due to lack offinancial budget andadministrative constraints,the Board has not come outwith any advertisement.However, the Board isplanning to fix this non¬compliance at the earliest.
2.
Regulation 46 and 62 of
The Company was found tohave inter alia not disseminatedthe following on its website:
A. Annual reports
B. Policies
C. Code of Conducts
D. Financial Results
E. Corporate Governance
Related data
F. Investor’s Relation related
details
There was no willful default
WVWWW'
or intent to withholdinformation, and alldisclosures had been dulyapproved and filed with therespective statutoryauthorities within prescribedtimelines. However, thesimultaneous reflection onthe website wasinadvertently delayed.
Upon identification of theissue, immediate correctiveactions were taken. Most ofthe required disclosureshave already been uploaded,and a system-drivencompliance protocol is nowin place to prevent suchinstances in future.
SEBI (LODR)
Regulations 2015
33. COST RECORDS AND COST AUDIT:
Maintenance of cost records and requirement of cost audit as prescribedunder the provisions of Section 148 (l) of the Companies Act, 2013 are notapplicable for the business activities carried out by the Company.
34. CERTIFICATE ON CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of CorporateGovernance and adheres to the Corporate Governance requirements set outby the Securities and Exchange Board of India ("SEBI"). The Company has alsoimplemented several best governance practices.
The requirement to issue corporate governance report is not applicable to theCompany.
Regulation 15 (2) of the Listing Regulations states that:
"The compliance with the corporate governance provisions as specified inregulations 17, 17A, 18, 19, 20, 21,22,23, 24, 24A, 25, 26, 27 and clauses (b) to (i) ofsub-regulation (2) of regulation 46 and Para C, D and E of ScheduleV shall notapply, in respect of -
(a) the listed entity having paid up equity share capital not exceeding rupeesten crore and net worth not exceeding rupeestwenty-five crore, as on the lastday of the previous financial year.
(b) the listed entity which has listed its specified securities on the SMEExchange.
In case of your Company, the paid-up equity share capital of the ALEXANDERSTAMPS AND COIN LIMITED is Rs. 9,31,20,000/- and having total net worth of Rs.16,79,27,582.50/- as on 31st March 2025. As per the companyfalls within theambit of the aforesaid exemption "a," compliance with the CorporateGovernance provisions specified in the aforesaid Regulations shall not beapplicable to the Company.
35. DISCLOSURE UNDER THE SEXUALHARASSMENT OF WOMEN AT WORKPLACE(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
As per the requirement of the Sexual Harassment of Woman at Workplace(Prevention, Prohibition and Redressal) Act, 2013, the Company has formulateda Policy on Prevention of Sexual Harassment of Woman at Workplace forprevention, prohibition and redressal of sexual harassment at workplace andInternal Complaint Committee has also been set up to redress any suchcomplaints received. Training/awareness programs are conductedthroughoutthe year to create sensitivity towards ensuring respectable workplace.
The Company periodically sessions for employees across the organization tobuild awareness about the policy and the provision of Sexual Harassment Act.
All employees (permanent, contractual, temporary, trainees) are coveredunder the policy.
No sexual harassment complaint has been received by the Company duringthe year 2024-25.
36. VIGIL MECHANISM/ WHISTLE BLOWERPOLICY:
Pursuant to Section 177 of the Companies Act, 2013 the rules made thereunderand the Regulation 22 of SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, the Company has established a VigilMechanism for directors and employees to report genuine concerns about anyinstance of any irregularity, unethical practice, and/or misconduct.
37. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY & RISK MANAGEMENT:
The Company has adopted adequate internal financial controls,commensurate with the size and complexity of its operations. During the year,such controls were tested and no reportable material weakness in the designor operations was observed. The Companyhas policies and procedures inplace for ensuring proper and efficient conduct of its business,thesafeguarding of its assets,the prevention and detectionof frauds and errors,the accuracy and completeness of accounting records and the timelypreparation of reliable financial information.
The Company has adopted accounting policies which are in line with theIndian Accounting Standards (Ind-AS) and the Act. These are in accordancewith the generally accepted accounting principles in India. Changes in policies,if required, are made in consultation with the Auditors and are approved bythe Audit Committee.
The Company's internal audit system is geared towards ensuring adequateinternal controls commensurate with the size and needs of the business, withthe objective of efficient conduct of operations throughadherence to theCompany's policies, identifying areas of improvement, evaluating the reliabilityof financial statements, ensuring compliances with applicable laws andRegulations, and safeguarding of assets from unauthorized use.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company, work performed by the Internal,Statutory, and Secretarial Auditors, including audit of the internal financialcontrols over financial reporting by the Statutory Auditors, and the reviewsperformed by the Management and the relevant Board and Committees,including the Audit Committee, the Board is of the opinion that the Company'sinternal financial controlswere adequate and effective duringthe year 2024-25
38. SHARE REGISTRAR& TRANSFER AGENT:
MCS Share Transfer Agent Limited ("MCS"), a SEBI registered Registrar &Transfer Agent ("RTA") has been appointed as the Company's RTA. The contactdetail of MCS is mentioned in the Notice of AGM.
39. CERTIFICATE BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER:
A compliance certificate by Chief Executive Officer and Chief Financial Officeras required by Regulation 17(8) and Regulation 33 read with part B of schedule
11 of SEBI (Listing Obligations and Discloser Requirements) Regulations, 2015 hasbeen provided in "Annexure 5".
40. DEPOSIT:
Your Company has not accepted any deposits within the meaning of Section73 ofthe Companies Act, 2013 and the Companies(Acceptance of Deposits)Rules, 2014 and no deposits are subsisting as on date.
41. REPORTING OF FRAUD BY THE AUDITOR:
In terms of Section 134 (3) (ca) report by the Board of Directors is required toinclude the detailsin respect of frauds reportedby auditors under sub-section
12 of section 143 other than those which are reportable to the CentralGovernment. No such fraud was reported by the auditor during the periodunder review.
42. SECRETARIAL STANDARDS:
During the year under review, Company has complied with all the applicableprovisions of secretarial standards issued by the Institute of CompanySecretaries of India on Board Meetings, General Meetings and Report of theBoard of Directors.
43. CREDIT RATINGS:
Requirement to take Credit ratings is not applicable to the Company duringthe year under review.
44. BUSINESS RESPONSIBILITY REPORT:
As per regulation 34(2) of SEBI Listing Regulations, 2015, inter alia, provides thatthe annual report of the top 1000 listed entities based on market capitalization(calculated as on 31st March of every financial year) shall includea BusinessResponsibility Report (BRR).
Since your company does not fall under the ambit of the said provisiontherefore the requirement of the said reporting does not arise for the yearunder review.
45. INDIAN ACCOUNTING STANDARDS:
The standalone financial statements of the Company have been prepared inaccordance with the Indian Accounting Standards (the 'Ind AS') prescribedunder section 133 of the Companies Act, 2013 (the 'Act').
46. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION186:
The Company has neither given any loans or guarantee, nor provided anysecurity in connection with any loan to any Body Corporate or person, nor hasit acquired by subscription, purchase or otherwise, the securities of any BodyCorporate as provided under Section 186 of the Act.
47. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the year under review, the Company did not enter into any contracts,arrangements, or transactions with related parties requiring disclosure.Accordingly, the disclosure of particulars in Form AOC-2 is not applicable.
48. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGNEXCHANGE EARNINGS AND OUTGO CONSERVATION OF ENERGY:
The Company is in the field of buying and selling of rare stamps, coins, papermoney, medals, postcards, original photos, autographs, newspapers and moreof philately & numismatics collection. As per the objectof the Company theabove- mentioned clause is not applicable.
Hence, the disclosure required in Section134(3) (m) of the CompaniesAct, 2013are not applicable to the Company.
49. CORPORATE SOCIAL RESPONSIBILITY:
The provisions of corporate social responsibility are not applicable to yourCompany during the year under review.
50. ACKNOWLEDGEMENT:
Your directors would like to express their sincere appreciation for theassistance and co-operation received from the Banks, Government Authorities,Customers, and Shareholders during the year.
Your directors also wish to take on record their deep sense of appreciation forthe committed services of the employees at all levels. We place on record ourappreciation for the contribution made by our employees at all levels.
The Directors place on record their sincere appreciation to all the employees ofthe Company for their unstinted commitment and continued contribution tothe Company.
Registered Office By Order of the Board
SF-7, Silver Rock Complex, For Alexander Stamps & Coin Limited
Near Dairy Teen Rasta,
Makarpura, Vadodara-390014.
Sd/-
Anirudh SethiChairmanDIN: 06864789Date: 22/07/2025Place: Vadodara