To The Members of Alan Scott Enterprises Limited
(formerly known as Alan Scott Industriess Limited)
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 Audited Financial Statements and Auditors'
reports thereon for the financial year (‘FY') ended March 31, 2025 (‘year under
review').
1. Financial Results:
( in Thousands)
|
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 |
| 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) |
( in Thousands)
|
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 |
- |
- |
| Profit/(Loss) after Tax |
(18,164.20) |
(34,967.31) |
| Earning per equity shares of 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 ( 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.
31st Annual Report
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 fast-growing
segment of conscious consumers seeking purity, cultural roots, and health-aligned
products.
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.
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
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-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.
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.
Alan Scott Envirotech Pvt. Ltd.: Based in Pune, this subsidiary develops indoor air
purification systems, alkaline water machines, and energy-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.
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.
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.
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 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 and regulated 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, 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
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.
(iv) Employee Stock Option:
The Company has not provided any Stock Options to the employees during 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 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.
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
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 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:
| 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.
(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 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 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 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:
| Name of the Members |
Designation |
| 1. Mr. Ambarish R. Sodha |
Chairman |
| 2. Mr. Sureshkumar Jain |
Member |
| 3. Mr. Kadayam Ramanathan Bharat |
Member |
The audit Committee met 5 (Five) times during the year under review.
All recommendations of the audit committee were duly accepted by the Board of
Directors.
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:
| Name of the Members |
Designation |
| 1. Mr. Haresh Kantilal Parekh |
Chairperson |
| 2. Mr. Kadayam Ramanathan Bharat |
Member |
| 3 Mr. Ambarish R Sodha |
Member |
The Nomination and Remuneration Committee met 3 (Three) times during the year under
review.
All the recommendations of the Committee were accepted by the Board.
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.
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:
| Name of the Members |
Designation |
| 1 Mr. Haresh Kantilal Parekh |
Chairman |
| 2 Mr. Kadayam Ramanathan Bharat |
Member |
| 3 Mr. Sureshkumar Jain |
Member |
The Stakeholders Relationship Committee met 3 (three) times during the year under
review. 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. 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;
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.
31st Annual Report
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 alanscottcompliance@gmail.com.
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. (c) Number of cases pending for
more than ninety days 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:
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 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 discrimination whether in hiring, promotions, or day-today 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 |
|