The Board of Directors (hereinafter referred to as 'the Board') are pleased to present the Thirty -First (31st) 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 AuditedFinancial 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 FinancialYear Ended March31, 2025
For the FinancialYear Ended March31, 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
Earning per equity shares of ^ 10 each
(Basic and diluted)
1.80
(2.86)
Consolidate Financial Results
3,09,365.20
1,19,021.50
3,27,529.40
1,53,988.80
(18,164.20)
(34,967.31)
m Ý
Earning per equity shares of K 10 each
(4.55)
(10.39)
2. Dividend:
Your Directors regret their inability to recommend any dividend for the financial yearended March 31, 2025.
Further during the year under review, the Company was not required to transfer anyunpaid 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 Companysaw a marginal increase of ^ 19,885.98 as against ^ 4,096.10 during the previous yearended on March 31, 2024 ("Previous year'). The Company was able to reduce its expensesand hence the Company saw a marginal profit of ^ 6,549.77 as against a loss of ^ 9,637.50during the previous year.
On a consolidated basis, the Company saw an increase in the revenue from its operationto ^ 3,09,365.20 as compared to ^ 1,19,021. The consolidated losses stood at ^ 18,164.20as compared to ^ 34,967.31 during the previous year.
In addition to strengthening its core operations, the Company has strategically diversifiedinto 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 throughauthenticity, wellness, and cultural relevance. These subsidiaries serve the fast¬growing segment of conscious consumers seeking purity, cultural roots, andhealth-aligned products.
• Alan Scott Retail Ltd. (ASRL): Operates 15 Miniso franchise stores acrossmajor catchment areas including Mumbai, Surat, Goa, Hyderabad,Shimla, Indore, and Dehradun. The company has targeted expansion to25 stores in the next 18 months.
• Alan Scott Saatwik Himalayan Products Ltd.: This subsidiary is building adifferentiated farm-to-home D2C brand anchored in Satvik purity andHimalayan origins. It markets superfoods, teas, ghee, honey, and beautyproducts under the Jungle Harvest and Kosha Care labels. In addition, therecently introduced Giggles range brings Himalayan fruit crushes andhealthy shots to the market, appealing to younger consumers and health¬conscious families. Its altitude advantage, farmer-backed supply chain,and ESG alignment continue to provide strong brand differentiation.
• Alan Scott Fusion Resonance Pvt. Ltd.: Positioned at the frontier of non¬invasive wellness, Fusion Resonance applies proprietary sound-frequencyresonance protocols to develop health and wellness solutions. Its firstproduct, Trishcoo, is a mobile sticker designed to reduce radiationimpact, minimize thermal stress, and enhance battery longevity. Theproduct pipeline includes wellness wearables, water energizers, andresonance-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.
• Alan Scott Automation & Robotics Ltd. (Onecta): This subsidiaryspecializes in designing and implementing automation solutions for thedairy and edible oil industries. Its flagship products include AutoCaller,Pack-to-Pack-Off, and BondGreen, which have been successfully deployedwith leading industry clients. The company continues to expand itsproduct portfolio to serve broader industrial needs.
• Alan Scott Envirotech Pvt. Ltd.: Based in Pune, this subsidiary developsindoor air purification systems, alkaline water machines, and energy¬saving appliances. Key product lines include Jaliva alkaline watermachines and Aeroroz, a split AC purification device designed to improveair quality directly through air-conditioning systems. Envirotech alsodevelops advanced air quality solutions in collaboration with hospitals,educational institutions, industries, and government agencies.
• Alan Scott Vajrashakti Technologies Pvt. Ltd.: The Group's deep-tech R&Dhub, Vajrashakti develops scalable technologies addressing critical Bharatneeds in energy, safety, and environment. Its portfolio includes ZestWattultra-low energy appliances, Clairon smog towers, NovaQ silent energydevices, industrial IoT monitoring systems, and smoke capture systemsfor disaster response. It also serves as the Group's IP backbone and aplatform 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.
• Alan Scott UpnUp Life Pvt. Ltd.: India's first mission-led identity and trustplatform, UpnUp provides digital verification and trust protocols forinformal and semi-formal workers. The initial rollout is focused on thesecurity guard industry, with a national launch scheduled in the lastquarter of FY 2025-26. The platform uses blockchain and AI to integrateattendance, alertness monitoring, and background verification, creatingtrust protocols that can later be expanded across 107 identified workerroles.
• Alan Scott Learnix Pvt. Ltd.: Learnix is developing an AI-native educationecosystem to transform India's learning outcomes. Its portfolio includesKrishguru (AI teacher), AI Tutor, Dishaant Patra (guidance and self¬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.
• Alan Scott Omnis AI Pvt. Ltd.: A venture studio focused on AI governance,risk, and compliance, incubating ventures aligned with responsible andregulated innovation. Its first incubatee, Verusa AI, applies AI for anti¬money laundering in stablecoin ecosystems.
• Alan Scott Bluverge Pvt. Ltd.: Focused on agri drone services, Bluvergesupports precision farming, crop monitoring, and yield optimization. Bydeploying drone technology directly for agricultural use, the company ishelping farmers improve efficiency, reduce costs, and enhanceproductivity in rural India.
Looking ahead, the Company is focused on becoming more efficient in the way itoperates, making the most of its strengthened team, and tapping into opportunitiesacross both existing and new business segments. The management believes that therecent investments in subsidiaries, associates, talent, infrastructure, and diversificationinto new services will not only strengthen the Company's foundation but also supportbetter 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 underreview.
5. Change of name of the Company:
The name of the Company, Alan Scott Enterprises Limited, has been duly updated on thewebsite 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
Ý
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 wasincreased from ^5,00,00,000 (Rupees Five Crore), comprising 50,00,000 (FiftyLakh) equity shares of ^10 (Rupees Ten) each, to ^10,00,00,000 (Rupees TenCrore), 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 yourCompany was ^ 3,63,17,270 (Indian Rupees Three Crore Sixty- Three LakhSeventeenth Thousand Two Hundred Seventy) comprising of 36,31,727 (Thirty-SixLakh 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 ofyour Company is ^ 5,44,75,900 (Indian Rupees Five Crore Forty-Four LakhsSeventy-Five Thousand Nine Hundred Only) comprising of 54,47,590 (Fifty-FourLakhs 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 theCompany are as follows:
(i) Buy Back of Securities:
The Company has not bought back any of its securities during the yearunder review.
(ii) Sweat Equity:
The Company has not issued any Sweat Equity Shares during the yearunder review.
(iii) Bonus Shares:
The Company has not issued any bonus Shares during the year underreview.
I / Ab Ab
(iv) Employee Stock Option:
The Company has not provided any Stock Options to the employeesduring the year under review.
(v) Rights Issue:
• Rights Issue undertaken during FY 2023-2024:
The Company had made an offer for 18,25,377 equity shares ofthe Company at a price of ^ 30 each comprising of ^ 10 towardsthe face value and ^ 20 towards security premium ('subscriptionamount') on Rights Issue basis vide letter of offer dated June 16,2023 to the existing shareholders of the Company as on theRecord Date i.e. June 16, 2023 in the ratio of 1 (One) equity sharefor every 1 (One) fully paid equity share held by them.
On March 21, 2024, the Company post receipt of full subscriptionamount, allotted 17,46,164 equity shares to the existingshareholders as per the letter of offer. The requisite listing andtrading approval for the aforesaid equity shares were dulyreceived from BSE limited.
On May 9, 2024, the Company issued a final demand cumforfeiture notice to the shareholders who had not provided the
entire subscription amount. Out of the shareholders entitled to79,213 equity shares, subscription amount was received for60,186 equity shares.
On June 8 2024, the Company post receipt of full subscriptionamount, allotted 60,186 equity shares to the existingshareholders as per the letter of offer. The requisite listing andtrading approval for the aforesaid equity shares were dulyreceived from BSE limited.
Further on June 8, 2024, the Company proceeded with forfeitureof balance 19,027 equity shares for which the full subscriptionamount was not received.
The Company would like to state that through the aforesaidrights issue, the Company has raised ^ 541.90 Lakhs by allotting18,06,350 equity shares. The aforesaid amount raised has beenfully utilized as per the objects mentioned in the letter of offerdated June 16, 2023 and there was no deviation in the utilizationof the issues proceeds.
• Rights Issue undertaken during 2025-26:
The Company had made an offer for 18,15,863 equity shares ofthe Company at a price of ^ 40 each comprising of ^ 10 towardsthe face value and ^ 30 towards security premium ('subscriptionamount') on Rights Issue basis vide letter of offer dated April 26,2025 to the existing shareholders of the Company as on theRecord Date i.e. May 02, 2025 in the ratio of 1 (One) right equityshare for every 2 (Two) fully paid equity share held by them.
On June 04, 2025, the Company post receipt of full subscriptionamount, allotted 18,15,863 equity shares to the existingshareholders as per the letter of offer. The requisite listing andtrading approval for the aforesaid equity shares were dulyreceived 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 ofthe FY and up to the date of this report except as provided in point 4 and point 6(b)(v) ofthis report.
8. Material changes and commitments, if any, affect the financial position of theCompa ny:
There were no material changes and commitments affecting the financial position of theCompany which occurred between the end of the FY of the Company to which thefinancial statements relate and the date of the report.
There were no significant or material orders passed by the regulators or courts ortribunals impacting the going concern status and the Company's operations in the future.
The Company has the following subsidiaries during the year under review:
Sr
No.
Name of the Company
CIN No. of the Company
Relation with thecompany
1
Alan Scott Automation &Robotics Limited(formerly known as AlanScott Health & HygieneLimited)
U28299MH2022PLC378563
Subsidiary
2
Alan Scott FusionResonance India Limited(Formerly known as AlanScott Nanoveu India
Limited)
U72200MH2022PLC384843
3
Alan Scott Retail Limited
U74999MH2021PLC373919
Further during the year under review, the Company did not have any joint venture orassociate Companies.
The Company post the year under review i.e. post March 31, 2025 has invested/formedsubsidiaries, details of which are provided in Note 4 of this report.
Pursuant to the provisions of Section 136 of the Act, the Consolidated FinancialStatements along with relevant documents and separate audited financial statements inrespect of the subsidiaries are provided in this annual report.
A statement containing the performance and financial position of each of the subsidiariesin 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 aSubsidiary, 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 IndependentDirector with effect from August 14, 2024.
(2) Mr. Manish Vishanji Dedhia (DIN:00740846), resigned from the post ofIndependent Director with effect from August 14, 2024.
(3) Mr. Kadayam Ramanathan Bharat (DIN: 00584367) was appointed asIndependent Director of the Company with effect from August 14, 2024.
(4) Mr. Haresh Kantilal Parekh (DIN:09116527) was appointed asIndependent Director of the Company with effect from August 14, 2024.
(b) Changes in the Composition of the Board post the year under review
post the year under review:
(1) Mr. Martin Xavier Fernandes (DIN: 01375840), resigned from the post ofIndependent Director with effect from May 27, 2025.
(2) Mr Ambarish Sodha (DIN: 00489489) was appointed as IndependentDirector of the Company with effect from July 29, 2025. Mr. Sodha'sappointment as Director is a part of the notice of the AGM and hence alldetails of his appointment are enclosed with the AGM notice formingpart 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 andhence all details of her appointment are enclosed with the AGM noticeforming part of this Annual report.
(c) Director liable to retire by rotation:
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 Section149(7) of the Act, that they meet the criteria of independence as laid down underSection 149(6) of the Companies Act, 2013.
The Board is of the opinion that the Independent Directors possess the requisiteexpertise and experience and are people of high integrity and repute. They fulfilthe conditions specified in the Act as well as the Rules made thereunder and areindependent of the Management.
Lastly during the year, the non-executive Directors of the Company had nopecuniary relationship or transactions with the Company, other than sitting fees,commission, and reimbursement of expenses incurred by them to attend themeetings of the Company.
(e) Number of Meetings of the Board:
The Board of Directors duly met 8 (Eight) times during the year under review inrespect of which proper notices were given and the proceedings were properlyrecorded 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 CompaniesAct, 2013.
Appointment and evaluation of the Independent Directors are governed by theCode for Independent Directors provided in Schedule IV of the Companies Act,2013.
Pursuant to the provisions of the Companies Act, 2013, the IndependentDirectors at their meeting held on March 07, 2025, have carried out the annualperformance evaluation of the non- Independent Directors individually as well asof the Chairman. Further, they have also assessed the quality, quantity, andtimeliness of the flow of information between the Company management andthe Board.
(g) Committees of the Board:
The Company has the following Committees pursuant to the provisions of theCompanies Act, 2013 read with relevant rules framed therein:
(i) Audit Committee:
The Audit Committee ('AC') as on the date of the report comprises of thefollowing Members:
Sr.
Name of the Members
Designation
1.
Mr. Ambarish R. Sodha
Chairman
2.
Mr. Sureshkumar Jain
Member
3.
Mr. Kadayam Ramanathan Bharat
• The audit Committee met 5 (Five) times during the year underreview.
I JL> li
• All recommendations of the audit committee were duly acceptedby the Board of Directors.
• The Committee was reconstituted on July 29, 2025, by inductingMr. Ambarish R. Sodha in the Committee as the Chairman inplace 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.
Mr. Haresh Kantilal Parekh
Chairperson
Mr. Ambarish R Sodha
• The Nomination and Remuneration Committee met 3 (Three)times during the year under review.
• All the recommendations of the Committee were accepted by theBoard.
• Further, Mr. Martin Xavier Fernandes (DIN: 01375840), a memberof the Nomination and Remuneration Committee, had resignedfrom the position of Independent Director of the Company aswell as from his membership of the Nomination andRemuneration committee with effect from close of businesshours of May 27, 2025.
• The Committee was reconstituted on July 29, 2025, by appointingMr. 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:
• The Stakeholders Relationship Committee met 3 (three) timesduring the year under review.
• Further, Mr. Martin Xavier Fernandes (DIN: 01375840), a memberof the Stakeholders Relationship Committee, had resigned fromthe position of Independent Director of the Company as well asfrom his membership of the Nomination and Remunerationcommittee with effect from close of business hours of May 27,2025.
• The terms of reference of the Committee have been dulyapproved by the Board of Directors and adopted by theStakeholders Relationship Committee.
(h) Vigil Mechanism/ Whistle Blower Policy:
The Company has duly adopted a Whistle Blower Policy as a part of the VigilMechanism for the Employees to report genuine concerns or grievances to theChairman of the Audit Committee or the Ombudsman and take steps to resolvethe issues amicably.
Your Directors would like to inform that the no such concerns were receivedduring the year under review.
(i) Directors' Responsibility Statement:
In pursuance of Section 134 (3) (c) and (5) of the Companies Act, 2013, theDirectors hereby confirm that:
(i) in the preparation of the annual accounts, the applicable accountingstandards had been followed along with proper explanation relating tomaterial departures;
(ii) the Directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state ofaffairs of the Company at the end of the FY and of the profit and loss ofthe Company for that period;
(iii) the Directors had taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions of thisAct for safeguarding the assets of the Company and for preventing anddetecting 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 bythe Company and that such internal financial controls are adequate andwere operating effectively; and
(vi) the Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequateand 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 officerof the Company with effect from May 25, 2024;
(b) Mr. Ankit Jerambhai Gondaliya was appointed as Chief Financial Officer (CFO) ofthe 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 Complianceofficer of the Company with effect from April 01, 2025;
(b) Mr. Ankit Jerambhai Gondaliya had resigned from the post of Chief FinancialOfficer (CFO) of the Company with effect from April 14, 2025;
(c) Ms. Sheetal Jagetiya, was appointed as the Company Secretary and Complianceofficer of the Company with effect from April 24, 2025;
(d) Mr. Vishesh Bapna was appointed as Chief Financial Officer (CFO) of the Companywith effect from April 24, 2025.
13. Auditors:
(a) Statutory Auditors:
Pravin Chandak & Associates, Chartered Accountants, Mumbai, (ICAI FirmRegistration Number: 116627W) are appointed as Statutory Auditors of theCompany up to the ensuing Annual General Meeting i.e. for the Annual GeneralMeeting to be held for Financial year 2025.
Pravin Chandak & Associates, Chartered Accountants, Mumbai, (ICAI FirmRegistration Number: 116627W) have given their written consent and eligibilityto act as the Statutory Auditors of your Company and have confirmed that thesaid appointment would be in conformity with the provisions of Section 139 andSection 141 of the Companies Act, 2013 read with the Companies (Audit andAuditor) Rules 2014.
Your Directors now proposed appointing Pravin Chandak & Associates, CharteredAccountants, Mumbai, (ICAI Firm Registration Number: 116627W) as theStatutory auditor for a second term of five consecutive years i.e. upto theconclusion 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 GeneralMeeting.
(b) Auditors' Report:
The Auditors' Report on the Financial Statements of the Company for the yearunder review does not have any qualification, disclaimers or adverse remarks.
(c) Details in respect of Frauds Reported by the Auditors under sub section (12) ofSection 143 other than those reportable to the Central Government:
The Auditors of the Company have not reported any instances of fraud to theBoard of Directors and Audit Committee during the year under review in terms ofSection 143(12) of the Companies Act, 2013.
The Directors have devised proper systems to ensure compliance with the provisions ofall applicable Secretarial Standards and such systems are adequate and operatingeffectively.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, theBoard appointed KNK & Co LLP, Company Secretaries in Practice, having firm registrationnumber ('FRN') L2018MH002800 to undertake Secretarial Audit of the Company for theyear under review.
The Secretarial Audit Report submitted by KNK & Co LLP is furnished as 'Annexure B,' andforms an integral part of this report.
The Secretarial Auditors report has the following qualification in the report issued for theperiod under review:
1. The Company has not filed a couple of e-forms within the prescribed due datesas provided under the Companies Act, 2013 read with the relevant rules framedthereunder;
Management response:
The qualification of the Secretarial auditors is self-explanatory and does not require anyfurther comments of the Board of Directors.
The Company has neither invited nor accepted any deposits during the year underreview. Accordingly, no amount of principal or interest related thereto was outstandingas on March 31, 2025.
During the year under review, the Company has accepted unsecured loans from theDirectors or their relatives which is disclosed in note 12 and note 13 of the financialstatements.
The details of investments made by the Company during the year review are provided inNote 2 of the financial statements.
The Company has not given any loans or provided any guarantee or securities to loansunder the provisions of Section 186 of the Companies Act, 2013 for the year underreview.
Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as onMarch 31, 2025, is available on the Company's website and may be accessed at thefollowing web link https://thealanscott.com/investor-relations.
All related party transactions under Section 188 of the Companies Act, 2013, entered intoduring the year under review were on an arm's length basis and were in the ordinarycourse of business.
There are no materially significant related party transactions made by the Company withits Promoters, Directors, Key Managerial Personnel or other designated persons whichmay have a potential conflict with the interest of the Company at large. The Company hasalso 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 RelatedParties 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 theAct. Hence, the prescribed Form AOC-2 does not form a part of this report.
The provisions of Section 135 with respect to Corporate Social Responsibility were notapplicable to the Company during the year under review.
The Company was also not required to develop adopt any policy on Corporate SocialResponsibility during the year under review.
The Company has duly established and maintained its internal controls and proceduresfor the financial reporting and evaluated the effectiveness of Internal Control Systems.The internal control systems are commensurate with the size, scale and complexity of itsoperations.
The Company conducts its Internal and Statutory audit within the parameters ofregulatory framework which is well commensurate with the size, scale, and complexity ofits operations.
The Internal Auditors monitor the efficiency and effectiveness of the internal controlsystems in the Company. Significant audit observations and corrective actions thereonare presented to the Audit Committee.
The Company has 3 (Three) Executive Directors, one of whom is the Managing Director ofthe Company.
(a) The particulars of the employees who are covered by the provisions contained inRule 5(2) and rule 5(3) of Companies (Appointment and Remuneration ofManagerial 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 withremuneration policy adopted by the Company.
In terms of Section 136 of the Act, the reports and accounts are being sent to themembers and others entitled thereto, excluding the information on employees'particulars which is available for inspection by the members at the Registered office ofthe Company during business hours on working days of the Company up to the date ofensuing Annual General Meeting. If any member is interested in inspecting the same,such member may write to the Company Secretary in advance atalanscottcompliance@gmail.com.
The Company along with its subsidiaries have cumulative of 123 (One Hundred andTwenty-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 anddependent children) more than two percent of the Equity Shares of the Company.
The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention, Prohibition and Redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal ComplaintsCommittee ('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.
(c) Number of cases pending for more than ninety days - Not applicable.
The detail of conservation of Energy, Technology Absorption and Foreign Exchangeearnings and outgo is annexed as 'Annexure C'.
The Company acknowledges the inherent risks in its business operations and is in theprocess of developing a system to identify, minimize, and manage these risks which shallbe reviewed at regular intervals. At present, the management has identified the followingkey risks:
• Securing critical resources, including capital and human talent.
• Ensuring cost competitiveness.
• Creating product differentiation and a strong value proposition.
• Maintaining and enhancing customer service standards.
• Introducing innovative marketing and branding initiatives, particularly in digitalmedia.
The Board of Director had approved a Code of Conduct which is applicable to the Board ofDirectors and Senior Management Personnel of the Company.
It is confirmed that all Directors and Senior Management Personnel have affirmed theiradherence to the provisions of the Code of Conduct during the year under review.
As per the Regulation 15 of Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations, 2015, the provision of Corporate Governanceas prescribed in regulation 17 to 27 and Clauses (b) to (i) and (t) of Sub- Regulation (2) ofregulation 46 and Para C D and E of Schedule V are not applicable to the Company as thepaid up capital of the Company is not exceeding rupees ten crore and net worth notexceeding rupees twenty five crore, as on the last day of the previous financial year.
There was no instance of one-time settlement with any Bank or Financial Institution.
The Company was not required to maintain cost records as specified by the CentralGovernment u/s 148(1) of the Companies Act 2013 for the year under review.
There is/was no proceeding initiated/pending under the Insolvency and Bankruptcy Code,2016 during the year under review.
The Company remains fully compliant with the Maternity Benefit Act, 1961, along with allits 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, whichinclude paid maternity leave, nursing breaks, and protection from dismissal during theirmaternity period. Beyond legal compliance, the Company is mindful to ensure thatmaternity is never a ground for discrimination—whether in hiring, promotions, or day-to¬day service conditions.
Our internal systems and HR policies are thoughtfully designed to reflect both the spiritand the letter of the law, ensuring dignity, respect, and care for all women during thisimportant phase of life.
34. The details of difference between amount of the valuation done at the time of one timesettlement and the valuation done while taking loan from the banks or financialinstitutions along with the reasons thereof:
Not Applicable.
Your Directors wish to place on record their deep sense of appreciation for the devotedservices of all the employees of the Company for its growth.
Your Directors also acknowledge with gratitude the help and support received from theShareholders, Bankers, Customers, Exchanges, and Regulators and hope to continue toget such support in times to come.
By the order of the BoardFor Alan Scott Enterprises Limited(formerly known as Alan ScottIndustriess Limited)
Sd/- Sd/-
Sureshkumar Jain Saloni Jain
Place: Mumbai Managing Director Director
Date: August 30, 2025 DIN:00048463 DIN:07361076