The Board of Directors (hereinafter referred to as ‘the Board’) are pleased to present the Thirtieth (30^th) Annual Report, on the business and operations of Alan Scott Enterprises Limited (formerly known as Alan Scott Industriess Limited) (‘ASEL/the Company’) along with the Audited Standalone and Consolidated Financial Statements and Auditors’ reports thereon for the financial year (‘FY’) ended March 31, 2024 (‘year under review’).

1. Financial Results:

(? in Thousands)

2. Dividend:

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

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

3. Review of Operations in Thousands):

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

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

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

goes the value of established shops goes up.

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

4. Change in the nature of business:

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

5. Share Capital:

(a) Buy Back of Securities:

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

(b) Sweat Equity:

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

(c) Bonus Shares:

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

(d) Employee Stock Option:

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

(e) Rights Issue:

The Company had made an offer for 18,25,377 equity shares of the Company at a price of ? 30 each comprising of ? 10 towards the face value and ? 20 towards security premium (‘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 forfeiture is pending as on the date of this report.

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

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

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

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

(f) Authorized Share Capital of the Company:

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

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

6. Change of name of the Company:

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

7. Events having major bearing on the 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.

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

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

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

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

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

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

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

11. Board of Directors:

(a) Changes in the composition of the Board:

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

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

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

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

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

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

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

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

post the year under review:

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

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

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

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

(b) Director liable to retire by rotation:

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

The Board recommends his re-appointment.

(c) Declaration by the Independent Directors:

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

During the year, the non-executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, and reimbursement of expenses incurred by them to attend the meetings of the Company.

(d) Number of Meetings of the Board:

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

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

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

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

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

(f) Committees of the Board:

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

(i) Audit Committee:

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

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

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

• All the recommendations of the AC were accepted by the Board;

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

(ii) Nomination and Remuneration Committee:

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

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

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

• All the recommendations of the NRC were accepted by the Board;

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

(iii) Stakeholders Relationship Committee:

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

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

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

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

(g) Vigil Mechanism/ Whistle Blower Policy:

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

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

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

issues amicably.

(h) 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. Disclosure on compliance with Secretarial Standards:

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

13. Key Managerial Personnel:

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

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

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

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

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

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

14. Auditors:

(a) Statutory Auditors:

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

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

(b) Auditors’ Report:

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

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

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

15. Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed KNK & Co LLP, Company Secretaries in Practice, having firm registration number (hereinafter referred to as ‘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 2,’ and forms an integral part of this report.

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

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

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

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

Management response:

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

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

16. Deposits:

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

17. Particulars of Loans, Guarantees or Investments:

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

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

18. Extract of Annual Return:

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

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

19. Particulars of contracts or arrangements with related parties:

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

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

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

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

20. Corporate Social Responsibility:

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

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

21. Internal Control System and their adequacy:

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

22. Internal & Concurrent audit:

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

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

23. Statement on remuneration of employees of the Company:

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

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

Employed throughout the year Nil

Employed for part of the year Nil

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

In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on 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.

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

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

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

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

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

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

The detail of conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo is annexed as ‘Annexure 4’.

26. Risk Management:

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

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

(ii) Ensuring cost competitiveness for all its subsidiaries.

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

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

27. Code of conduct:

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

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

28. Corporate Governance:

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

29. One time settlement with Banks or Financial Institution:

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

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

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

31. Acknowledgements:

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

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

By the order of the Board of Directors

For Alan Scott Enterprises Limited

(Formerly known as Alan Scott Industriess Limited)

Sd/- Sd/-

Sureshkumar Jain Saloni Jain

Place: Mumbai Managing Director Director

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