PlatinumOne Business Services Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2026

Your Directors’ have pleasure in presenting the 18th Annual Report together with the Audited Financial Statements of the Company for the Financial year ended 31st March, 2026.

1. Financial Highlights:

The Financial results of the Company for the Financial year 2025-26 have been summarized herein below for the reference of the members:

Particulars

For the year

For the year

ended 2026

ended 2025

(Amount in Lakhs)

(Amount in Lakhs)

Net Revenue from Operations

3,196.58

3,042.70

Other Income

250.84

52.89

Total Income

3,447.42

3,095.59

Total Expenses Excluding Depreciation, Interest, Tax & Amortization

2,734.83

2,765.36

Profit/(Loss) Before Depreciation, Interest, Tax & Amortization

712.59

330.23

Less: Interest & Financial Charges

35.94

22.91

Depreciation & Amortization

218.12

90.38

Profit /(Loss) Before Tax and Exceptional Items

458.54

216.94

Exceptional Item

--

--

Profit/(Loss) Before Tax

458.54

216.94

Less: Provision For Tax

- Current Tax

132.00

55.50

- Short Provision of Tax

--

3.83

- Deferred Tax Liabilities/ (Assets)

-31.95

2.12

Net Profit/(Loss) After Tax

358.49

155.49

2. Financial Performance/ State of Company’s Affairs

During the Financial Year under review, the Company recorded revenue from operations of ?3,196.58 Lakhs as against ?3,042.70 Lakhs in the previous Financial Year, registering healthy growth. The Company earned a Net Profit after Tax of ?358.49 Lakhs as compared to ?155.49 Lakhs in the previous Financial Year, which includes one time profit from sale of long-term assets of the Company.

The Company''s performance reflects the resilience of its business model, sustained customer confidence and effective execution of its strategic initiatives despite the dynamic business environment. Your Directors remain focused on sustainable growth through operational excellence, prudent financial management, customer-centric solutions and continuous process improvements while maintaining high standards of corporate governance and regulatory compliance.

3. Dividend:

The Company has consistently followed a prudent and balanced dividend distribution policy over the years.

During the Financial Year 2025-26, the Company earned exceptional and non-recurring profits primarily on account of the sale/disposal of certain long-term assets. Considering the enhanced profitability and liquidity position, the Board has recommended a Special Dividend as part of the Final Dividend for the Financial Year 2025-26.

Accordingly, the total dividend for the Financial Year 2025-26 amounts to Rs.6/- (Rupees Six only) per equity share (60%), comprising an Interim Dividend of Rs.2/- (Rupees Two only) per equity share and a Final Dividend of Rs.4/-(Rupees Four only) per equity share.

Your directors are pleased to recommend a Final Dividend of Rs. 4/- (Rupees Four Only) per Equity Share of face value Rs. 10/- each for the Financial Year ended 31st March, 2026, subject to the approval of the Members at the ensuing Annual General Meeting ("AGM").

The Final Dividend, if declared at the AGM, shall be paid/dispatched within the prescribed timelines to those Members whose names appear in the Register of Members/Beneficial Owners as on the Record Date/Book Closure period fixed for the purpose.

4. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

During the Financial Year under review, there was no amount required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) pursuant to the provisions of the Companies Act, 2013 and the rules made thereunder.

5. Transfer to reserves:

Your Directors do not propose to transfer any amount to the General Reserve for the Financial Year under review.

6. Share Capital:Authorised Share Capital:

As on 31st March, 2026, the Authorised Share Capital of the Company stood at Rs.2,00,00,000/- (Rupees Two Crores Only) divided into 20,00,000 Equity Shares of Rs.10/- each. There was no change in the Authorised Share Capital of the Company during the Financial Year under review.

Issued and Paid-Up Share Capital:

As on 31st March, 2026, the Issued, Subscribed and Paid-up Share Capital of the Company stood at Rs.1,58,24,000/-(Rupees One Crore Fifty-Eight Lakhs Twenty-Four Thousand Only) comprising 15,82,400 Equity Shares of Rs. 10/- each, fully paid-up.

During the Financial Year, the Company did not issue equity shares with differential voting rights, sweat equity shares or employee stock options and hence there was no change in the Issued, Subscribed and Paid-up Share Capital of the Company.

7. Utilization of IPO Proceeds:

The proceeds raised through the Initial Public Offer ("IPO") have been utilised for the purposes stated in the Prospectus. There were no unutilised IPO proceeds outstanding as on 31st March, 2026.

8. Material Changes and Commitments:

No material changes or commitments affecting the financial position of the Company have occurred between the end of the Financial Year under review and the date of this Report, except as otherwise disclosed in this Annual Report.

9. Change in the Nature of Business

During the Financial Year under review, there was no change in the nature of the Company''s business. The Company continues to be engaged in providing Business Process Outsourcing (BPO) services and remains focused on delivering efficient, technology-enabled, and customer-centric solutions while pursuing sustainable growth and long-term value creation for its stakeholders.

10. Deposits:

During the Financial Year under review, the Company has neither accepted nor renewed any deposits within the meaning of Sections 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Accordingly, there were no outstanding, unpaid or unclaimed deposits as on 31st March, 2026.

11. Holding Company. Subsidiary, Associate and Joint Venture:

The Company does not have any subsidiary, associate or joint venture within the meaning of the Companies Act,

2013. The Company continues to be subsidiary of Platinum Power Wealth Advisors Private Limited.

12. Annual Return:

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and the rules made thereunder, the Annual Return of the Company for the Financial Year ended 31st March, 2026 is available on the Company''s website and can be accessed at: https://www.platinumone.in/Financials/

13. Corporate Governance:

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to Corporate Governance are, inter alia, not applicable to listed entities which have listed their specified securities on the SME Exchange.

Since the equity shares of the Company are listed on the BSE SME Platform, the provisions relating to Corporate Governance are presently not applicable to the Company. Accordingly, the Corporate Governance Report does not form part of this Annual Report.

14. Applicable Accounting Standards:

The Financial Statements of the Company have been prepared in accordance with the applicable Accounting Standards prescribed under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules,

2014.

In terms of Rule 4 of the Companies (Indian Accounting Standards) Rules, 2015, companies whose equity shares are listed on the SME Exchange are exempt from the mandatory adoption of Indian Accounting Standards (Ind AS), unless otherwise notified.

Accordingly, as the Company''s equity shares are listed on the BSE SME Platform, the Company is not required to prepare its Financial Statements in accordance with Ind AS and has prepared the same in accordance with the applicable Accounting Standards notified under the Companies (Accounting Standards) Rules, 2021.

15. Directors’ Responsibility Statement:

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your Directors hereby confirm that:

a) in the preparation of the Annual Financial Statements for the Financial Year ended 31st March, 2026, the applicable Accounting Standards have been followed and there are no material departures;

b) appropriate accounting policies have been selected and applied consistently, and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2026, and of the profit of the Company for the Financial Year ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Annual Financial Statements have been prepared on a going concern basis;

e) adequate Internal Financial Controls have been laid down and such controls are adequate and operating effectively; and

f) proper systems have been devised to ensure compliance with the provisions of all applicable laws, and such systems are adequate and operating effectively.

16. Board Composition:

The Board of Directors of the Company possesses an appropriate mix of Executive and Non-Executive Directors, including Independent Directors, with diverse qualifications, professional expertise and rich experience across various fields of business, finance, governance and management. The composition of the Board is in conformity with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent applicable to the Company.

As on the date of this Report, the Board comprises one Managing Director, two Executive Directors and three NonExecutive Independent Directors, including Woman Independent Director.

The details are as follows:

SR.

NO.

NAME

DIN NO.

DESIGNATION

1.

Mr. Amey Saxena

02194001

Managing Director

2.

Mr. Ratul Lahiri

02197443

Executive Director

3.

Mr. Vivek Kumar

02193081

Director and CFO

4.

Mr. Peshwa Acharya

06558712

Independent Director

5.

Dr. Anupama Vaidya (hc)

02713517

Independent Director

6.

Ms. Jayalakshmi Jairam

00642085

Independent Director

17. Board of Directors:A) Changes in Directors and Key Managerial Personnel:

During the financial year under review and upto the date of this Report, following changes have occurred in

the Constitution/ Composition of the Board of Directors and Key Managerial Personnel;

? Mr. Arun Ramamurthy (DIN: 02928402) resigned as Non- Executive Independent Director of the Company due to personal reasons w.e.f 25th November, 2025.

? Ms. Jayalakshmi Jairam (DIN: 00642085) was appointed as an Additional Director of the Company w.e.f 01st March, 2026 and seeks appointment as Non- Executive Independent Director at the forthcoming 18th Annual General Meeting.

? Mr. Ratul Lahiri (DIN: 02197443), Director of the Company, retired by rotation at the 17th Annual General Meeting held on 26th July, 2025 and being eligible offered himself for reappointment and was reappointed.

? Mr. Amey Saxena (DIN: 02194001), Director of the Company, who retire by rotation at the forthcoming 18th Annual General Meeting and being eligible seeks for re- appointment.

? Mr. Amey Saxena (DIN: 02194001), Managing Director of the Company, whose term will expire on 31st July, 2026, seeks re-appointment as a Managing Director of the Company for further period of 5 years starting from 1st August, 2026 to 31st July, 2031.

? Mr. Ratul Lahiri (DIN: 02197443), Executive Director of the Company, whose term will expire on 31st July, 2026, seeks re-appointment as a Executive Director of the Company for further period of 5 years starting from 1st August, 2026 to 31st July, 2031.

? CS Monika Nathani resigned from the position of Company Secretary and Compliance Officer of the Company with effect from 25th May, 2026.

? CS Rita Gupta as the Company Secretary and Compliance Officer of the Company with effect from 01st June,2026.

B) Declaration of Independence

The Independent Directors have submitted to the Company, declarations to the effect that they meet the criteria of Independence as specified/provided in Section 149 of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to Schedule IV to the Companies Act, 2013, a separate meeting of the Independent Directors was held during the Financial Year under review, without the attendance of the Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of the Non-Independent Directors, the Board as a whole and the Chairperson of the Company and assessed the quality, quantity and timeliness of the flow of information between the Management and the Board.

C) Re-appointment of Independent Directors: Not ApplicableD) Opinion of the Board with regard to integrity, expertise and experience of the Independent Director appointed during the year:

An Independent Director shall be a person of integrity and possess appropriate balance of skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing and operations or any other discipline related to the Company’s business. The Company did not have any peculiar relationship or transactions with non-executive directors during the year ended 31st March, 2026.

E) Formal Annual Evaluation:

Pursuant to the provisions of the Companies Act, 2013 & Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has evaluated the performance of every Director, Independent Directors, Board and its Committees and Chairperson based on the criteria laid down by the Nomination and Remuneration Committee. A summary of performance evaluation of the Board, its Committees and individual directors was prepared and placed before the Board.

F) Programme for familiarization of Directors:

The Company conducts familiarization programme for all the directors at the time of their appointment and also at regular intervals to enlighten the directors regarding their roles, rights and responsibilities in the Company and the nature of the industry in which the Company operates, the business model of the Company etc. The details regarding the familiarization programme conducted during the year are put up on the website of the Company.

G) Disclosures by Directors:

The Company has received the requisite disclosures from all the Directors pursuant to the provisions of the Companies Act, 2013, including disclosures of interest in Form MBP-1 under Section 184(1) and declarations in Form DIR-8 under Section 164(2) of the Act. The necessary declarations from the Independent Directors regarding their independence have also been received by the Company.

H) Disqualifications of Directors:

The Company has received declarations from all the Directors confirming that none of them is disqualified from being appointed or continuing as a Director in terms of the provisions of Section 164 of the Companies Act, 2013.

18. Meetings of the Board of Directors:

The Board of Directors meets at regular intervals to consider and transact the business of the Company in accordance with the provisions of the Companies Act, 2013 and other applicable laws. The meetings are convened after giving due notice to all the Directors in compliance with the applicable statutory requirements.

The agenda, together with detailed notes and supporting documents, is circulated to all the Directors well in advance of the meetings to facilitate informed deliberations and effective decision-making. The Board provides strategic guidance and oversees the management of the Company''s affairs while ensuring adherence to the highest standards of corporate governance.

During the Financial Year under review, four (4) Board Meetings were held. The gap between any two consecutive Board Meetings did not exceed the period prescribed under the Companies Act, 2013 and the rules made thereunder.

Sr.

No.

Date of Board Meeting

Directors Attendance

No. of Directors eligible to attend

No. of Directors attended

1

29th May, 2025

6

6

2

27th June, 2025

6

6

3

13th October, 2025

6

5

4

07th February, 2026

5

5

The details of the Board Meetings held during the Financial Year are provided below:

The Annual General Meeting of the Company for the Financial Year 2024-25 was held on 26th July, 2025, and one Extraordinary General Meeting was held on 29th November, 2025 during the Financial Year under review.

19. Committees of the Board:

In compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent applicable, and as a part of its commitment to good corporate governance, the Board has constituted the following Committees:

A. Audit Committee

B. Nomination and Remuneration Committee

C. Stakeholders'' Relationship Committee

A. Audit Committee:

The Audit Committee is constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent applicable. The terms of reference of the Audit Committee are in line with the requirements prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

The composition of the Audit Committee during the Financial Year under review was as follows:

Name of the Member

Designation in Committee

Nature of Directorship

Dr. Anupama Vaidya (hc)

Chairperson

Independent Director

Mr. Peshwa Acharya

Member

Independent Director

Mr. Amey Saxena

Member

Managing Director

Mr. Arun Ramamurthy

Member

Independent Director

Ms. Jayalakshmi Jairam

Member

Independent Director

Changes in the Audit Committee during the Financial Year

? Mr. Arun Ramamurthy ceased to be a Member of the Audit Committee with effect from 25th November, 2025, consequent upon his resignation as an Independent Director.

? Ms. Jayalakshmi Jairam was inducted as a Member of the Audit Committee with effect from 01st March, 2026.

During the Financial Year ended 31st March, 2026, three (3) meetings of the Audit Committee were held. The attendance of the members at the meetings is as under:

Sr.

Date of Audit Committee

Members Attendance

No.

Meeting

No. of Members eligible to attend

No. of Members attended

1

29th May, 2025

4

4

2

27th June, 2025

4

4

3

13th October, 2025

4

4

B. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee ("NRC") is constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent applicable. The Committee is entrusted with the responsibility of formulating the criteria for appointment, remuneration and evaluation of Directors, Key Managerial Personnel and Senior Management Personnel.

The composition of the Committee during the Financial Year under review was as follows:

Name of the Member

Designation in Committee

Nature of Directorship

Mr. Peshwa Acharya

Chairperson

Independent Director

Dr. Anupama Vaidya (hc)

Member

Independent Director

Mr. Ratul Lahiri

Member

Executive Director

Mr. Arun Ramamurthy

Member

Independent Director

Ms. Jayalakshmi Jairam

Member

Independent Director

Changes in the Nomination and Remuneration Committee during the Financial Year

? Mr. Arun Ramamurthy ceased to be a Member of the Committee with effect from 25th November, 2025.

? Ms. Jayalakshmi Jairam was inducted as a Member of the Committee with effect from 01st March, 2026.

During the Financial Year ended March 31, 2026, two (2) meetings of the Nomination and Remuneration Committee were held. The attendance of the members is as under:

Sr.

No

Date of Nomination & Remuneration Committee Meeting

Members Attendance

No. of Members eligible to attend

No. of Members attended

1

13th October, 2025

4

4

2

07th February, 2026

3

3

C. Stakeholders Relationship Committee:

The Stakeholders'' Relationship Committee is constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent applicable. The Committee oversees and monitors the redressal of grievances of shareholders and other security holders and ensures prompt and effective investor service.

The composition of the Committee during the Financial Year under review was as follows:

Name of the Member

Designation in Committee

Nature of Directorship

Ms. Jayalakshmi Jairam

Chairperson

Independent Director

Dr. Anupama Vaidya (hc)

Member

Independent Director

Mr. Peshwa Acharya

Member

Independent Director

Mr. Ratul Lahiri

Member

Executive Director

Mr. Arun Ramamurthy

Member

Independent Director

Changes in the Stakeholders'' Relationship Committee during the Financial Year ? Mr. Arun Ramamurthy ceased to be a Member of the Committee with effect from 25th November, 2025.

? Ms. Jayalakshmi Jairam was inducted as a Member of the Committee with effect from 01st March, 2026.

During the Financial Year ended 31st March, 2026, two (2) meetings of the Stakeholders'' Relationship Committee were held. The attendance of the members is as under:

Sr.

No

Date of Stakeholders Relationship Committee Meeting

Members Attendance

No. of Members eligible to attend

No. of Members attended

1

29th May, 2025

4

4

2

13th October, 2025

4

4

20. Nomination and Remuneration Policy:

The Company has in place a Nomination and Remuneration Policy in accordance with the provisions of Section 178 of the Companies Act, 2013, which lays down the criteria for appointment, qualifications, positive attributes, independence of Directors and the remuneration of Directors, Key Managerial Personnel and Senior Management Personnel.

During the Financial Year under review, the Nomination and Remuneration Committee reviewed the performance of the Directors, Key Managerial Personnel and Senior Management Personnel and made appropriate recommendations to the Board.

21. AuditorsA) Statutory Auditors and Audit Report:

M/s. Bilimoria Mehta & Co., Chartered Accountants (Firm Registration No. 101490W), continue as the Statutory Auditors of the Company, having been appointed by the Members for a term of five consecutive years from the conclusion of the 16th Annual General Meeting until the conclusion of the 21st Annual General Meeting.

The Statutory Auditors'' Report on the Financial Statements for the Financial Year ended 31st March, 2026 does not contain any qualification, reservation, adverse remark or disclaimer. The observations made by the Statutory Auditors, read together with the relevant notes forming part of the Financial Statements, are selfexplanatory and therefore do not call for any further comments by the Board under Section 134(3)(f) of the Companies Act, 2013.

B) Reporting of Fraud by Auditors:

During the financial year under review, the Statutory Auditors have not reported any instance of fraud under Section 143(12) of the Companies, Act, 2013.

C) Cost Audit:

The provisions relating to maintenance of cost records and conduct of cost audit as prescribed under Section 148 of the Companies Act, 2013 are not applicable to the Company.

D) Secretarial Audit:

The Board had appointed M/s. DSM & Associates, Company Secretaries, to carry out Secretarial Audit of the Company under the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the Financial Year 2025-26. The Report of the Secretarial Auditors for Financial Year 2025-26 is annexed to this report.

The Secretarial Audit Report for the financial year 2025-26 forms part of this Annual Report as Annexure “A”. The Report does not contain any qualification, reservation, adverse remark or disclaimer requiring any explanation by the Board.

E) Internal Auditor:

Pursuant to the provisions of Section 138 of the Companies Act, 2013, M/s. SSNM & Associates, Chartered Accountants, continue as the Internal Auditors of the Company for the Financial Year under review. The Internal Auditors periodically review the adequacy and effectiveness of the internal control systems and their observations are reviewed by the Audit Committee.

22. Internal Controls Systems and their Adequacy:

The Company has established adequate internal financial controls commensurate with the size, scale and nature of its operations. These controls are designed to ensure the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, reliability of financial reporting and compliance with applicable laws and regulations.

The Internal Auditors periodically review the effectiveness of the internal control systems and their observations are reviewed by the Audit Committee.

23. Secretarial Standards:

The Company has complied with the applicable provisions of Secretarial Standard-1 on Meetings of the Board of Directors and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

24. Management Discussion and Analysis Report:

In terms of Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 read with Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, Management Disclosure and Analysis Report forms part this Report.

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

The particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, are provided below:

Particulars

FY 2025-26

FY 2024-25

Conservation of Energy, Technology, Absorption

NIL

NIL

Foreign Exchange Earnings

NIL

NIL

Foreign Exchange Expenditure

NIL

NIL

26. Related Party Transactions:

All Related Party Transactions entered into during the financial year under review were in the ordinary course of business and on an arm’s length basis. The particulars of contracts or arrangements with Related Parties as prescribed under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are set out in Form AOC -2.

27. Particulars of Loans. Guarantees and Investments:

The particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are disclosed in the Notes forming part of the Financial Statements. During the Financial Year under review, the Company did not grant any loan, provide any guarantee or make any investment under Section 186 of the Companies Act, 2013.

28. Disclosure under Section 197(12) of the Companies Act, 2013:

The disclosures required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out below:

1. The percentage increase/(decrease) in the remuneration of each Director, Chief Financial Officer and Company Secretary, the ratio of the remuneration of each Director to the median remuneration of the employees of the Company and other prescribed particulars are as under:

Name

% Increase / (Decrease) in the remuneration

Ratio of the remuneration of each Director / to median remuneration of the employees

Executive Directors

Amey Saxena Managing Director

15%

8.5:1

Ratul Lahiri Executive Director

15%

5.25 : 1

Key Managerial Personnel

Vivek Kumar Director and CFO

15%

5.25 : 1

Monika Nathani

Ex-Company Secretary and Compliance Officer

NA

1.29 : 1

2. The percentage increase in the median remuneration of employees during the Financial Year was 7.80%.

3. The number of permanent employees on the rolls of the Company as on 31st March, 2026 was 568.

4. The average increase in the remuneration of employees, other than the managerial personnel, was in line with the Company''s remuneration policy, business performance and industry practices. Being engaged in the Business Process Outsourcing (BPO) industry, the Company experiences relatively higher employee attrition at the frontline level, which has an impact on the median remuneration of employees. There were no exceptional circumstances warranting any increase in the remuneration of the managerial personnel during the Financial Year.

5. It is hereby affirmed that the remuneration paid to the Directors, Key Managerial Personnel and other employees is in accordance with the Remuneration Policy of the Company.

29. Particulars of Employees:

The disclosures relating to remuneration as required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.

The statement containing the names and other particulars of the top ten employees in terms of remuneration drawn during the Financial Year 2025-26 is set out below:

Sr. No

Employee Name

Designation

1.

Shilpa Amey Saxena

CSO

2.

Amit Amritlal Bafna

COO

3.

Viraj Vaman Shirke

AVP - Operations

4.

Vipin Triveni Giri

CISO & Sr. Manager - IT

5.

Vinay Madhukar Nakhawa

Sr. Manager - Operations

6.

Prem Narayan Bhatt

Sr. Manager - Operations

7.

Tejas Hemant Khamkar

Manager - Operations

8.

Santhosh Kumar

Manager - Operations

9.

Dinesh Anand Halmani

Manager - IT

10.

Prashant Kalmukale

Asst. Manager - Operations

The Company further confirms that no employee was in receipt of remuneration in excess of the limits prescribed under Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

30. Significant and Material Orders:

During the Financial Year under review, no significant or material orders were passed by any regulator, court or tribunal which could impact the going concern status of the Company or materially affect its future operations.

31. Risk Management:

The Company recognises that effective risk management is an integral part of good corporate governance and business sustainability. The Management continuously identifies, evaluates and monitors significant business risks and implements appropriate mitigation measures.

Considering the nature and scale of operations, the Company has implemented various internal processes and quality management systems, including internationally recognised ISO standards, to effectively manage operational, financial, regulatory and strategic risks. The Company continues to strengthen its risk management framework in line with its business requirements.

32. Corporate Social Responsibility (CSR):

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable to the Company during the Financial Year under review. Accordingly, the Company was not required to constitute a Corporate Social Responsibility Committee or formulate a Corporate Social Responsibility Policy.

33. Vigil Mechanism/Whistle Blower Policy:

The Company has established a Vigil Mechanism and adopted a Whistle Blower Policy in accordance with the provisions of the Companies Act, 2013, enabling Directors and employees to report genuine concerns relating to unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct.

The Vigil Mechanism provides for adequate safeguards against victimisation of persons who use such mechanism and ensures direct access to the Chairperson of the Audit Committee in appropriate cases. During the Financial Year under review, no person was denied access to the Chairperson of the Audit Committee and no whistle blower complaints were received.

The Whistle Blower Policy is available on the website of the Company.

34. Prevention of Sexual Harassment at Workplace:

The Company is committed to providing a safe, secure and respectful work environment for all employees and has adopted a Policy on Prevention of Sexual Harassment in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act").

An Internal Committee has been constituted in accordance with the provisions of the POSH Act to address complaints relating to sexual harassment at the workplace. Regular awareness and sensitisation programmes are conducted to promote a healthy and inclusive work environment.

During the Financial Year under review:

Number of complaints received: 4

Number of complaints disposed of: 4

Number of complaints pending as on 31st March, 2026: Nil

35. SEBI Complaints Redress System (SCORES):

The Company is registered on the SEBI Complaints Redress System (SCORES), an online platform established by the Securities and Exchange Board of India for facilitating the redressal of investor grievances.

The Company is committed to ensuring prompt and effective resolution of investor grievances in compliance with the applicable regulatory requirements. During the Financial Year under review, no investor grievance was received through the SCORES platform and consequently, no complaint remained pending as on 31st March, 2026.

36. Investor Grievances:

Details of Investor Grievances during the financial year ended 31st March, 2026 is as follows:

Sr.

No.

Nature of Complaint

Nature of Complaint

Complaints

solved

Complaints

pending

1.

Non-receipt of shares certificate after transfer etc.

Nil

Nil

Nil

2.

Non-receipt of dividend warrants

Nil

Nil

Nil

3.

Query regarding demat credit

Nil

Nil

Nil

4.

Others

Nil

Nil

Nil

Total

Nil

Nil

Nil

37. Acknowledgments:

Your Directors place on record their sincere appreciation for the continued dedication, commitment and valuable contribution made by the employees at all levels towards the growth and success of the Company.

The Board also expresses its heartfelt gratitude to the Company''s Clients, Company’s shareholders, bankers, business associates, vendors, consultants, regulatory authorities and all other stakeholders for their continued trust, confidence, cooperation and unwavering support. The Directors look forward to their continued encouragement and partnership in the years ahead.


Mar 31, 2025

Your Directors have great pleasure in presenting to you the 17th Annual Report on the affairs of the Company together with the Audited Accounts for the Financial year ended 31st March, 2025.

1. Financial Results:

Our Company was incorporated with the Registrar of Companies, Mumbai, Maharashtra, India, on 30th July, 2008 with the Corporate Identity No. U67190MH2008PTC185240.

The Company was listed on the SME platform of Bombay Stock Exchange on 16th September, 2021 and the revised Corporate Identity No. is L67190MH2008PLC185240

The Financial results of the Company for Financial year have been summarized herein below for the reference of the members:

Particulars

For the year ended 2025 (Amount in Lakhs)

For the year ended 2024 (Amount in Lakhs)

Net Revenue From Operations

3042.70

2649.84

Other Income

52.89

35.01

Total Income

3,095.59

2,684.85

Total Expenses Excluding Depreciation, Interest, Tax & Amortization

2765.36

2416.02

Profit/(Loss) Before Depreciation, Interest, Tax & Amortization

330.23

268.65

Less: Interest & Financial Charges

22.91

0.29

Depreciation & Amortization

90.38

71.94

Profit /(Loss) Before Tax and Exceptional Items

216.94

196.42

Exceptional Item

--

--

Profit/(Loss) Before Tax

216.94

196.42

Less: Provision For Tax

- Current Tax

55.50

59.00

- Short Provision of Tax

3.83

- Deferred Tax Liabilities/ (Assets)

2.12

-9.67

Net Profit/(Loss) After Tax

155.49

147.09

2. Overview and Company Performance:

The Company has recorded a total turnover of Rs.3,095.59 (Rs. ‘in Lakhs’) as compared to Rs.2,684.85 (Rs. ‘in Lakhs’) in the previous year. The Company was also able to record a net profit of Rs.155.49 (Rs. ‘in Lakhs’) - for the Financial year closed.

Your Directors are committed to achieve higher revenues and profits for its stakeholders in the coming year and hence are in the continuous process of developing new products and tailor made services for its customers.

3. Significant Events during the Financial Year:

There are no significant events during the Financial year except;

Shifting of registered office of the Company, within the same city, within the same state and within the jurisdiction of same registrar of Companies - passed by majority of the members on 19th December, 2024:

The Company has shifted its Registered Office from its existing location i.e. Office A2 & A3, 7 Floor, Ashar IT Park, Road No.16/Z, Wagle Industrial Estate, Thane (West), Maharashtra, India, 400604, Maharashtra, India to new office premises situated at Office A2 & A3, 7 Floor, Ashar IT Park, Road No.16/Z, Wagle Industrial Estate, Thane (West), Maharashtra, India, 400604, Maharashtra, India with effect from 19th December, 2024.

Resignation of Ms. Sony Devhare, Company Secretary and Compliance Officer of the Company:

Ms. Sony Devhare has resigned from the post of Company Secretary and Compliance Officer of the Company with effect from 9th October, 2024.

Appointment of Ms. Monika Nathani, as Company Secretary and Compliance Officer of the Company:

Ms. Monika Nathani was appointed as Company Secretary and Compliance Officer of the Company with effect from 15th February, 2025.

4. Material changes between the period from end of Financial Year to the date of report of the Board:

There are no significant or material changes between the period from end of Financial Year to the date of report of the Board.

5. Change in the nature of business:

The Company is in to the business of Business Process Outsourcing and Knowledge Process Outsourcing and there is no change in the nature of the business of the Company during the Financial year under review.

6. Dividend:

Your Directors are pleased to recommend Final Dividend of Re.2/- (Rupee One Only) per Equity Share having face value of Rs.10/- each for the Financial Year 2024-25.

The dividend, if declared at the AGM, would be paid/ dispatched within thirty days from the date of declaration of dividend to those Members/ Beneficial holders as on Book Closure date fixed for the said purpose.

7. Share Capital:Authorised Share Capital:

The Authorised Share Capital of the is Rs.2,00,00,000/- (Rupees Two Crores Only) divided into 20,00,000 (Twenty Lacs) equity shares of Rs. 10/- (Rupees Ten) each. There has been no change in the Authorized Share Capital of the Company in the financial year.

Issued and Paid Up Share Capital:

The Company has paid up share capital of Rs.1,58,24,000/- (Rupees One Crore Fifty-Eight Lacs Twenty-Four Thousand Only) divided into 15,82,400 (Fifteen Thousand Eighty-Two Thousand Four Hundred equity shares of Rs. 10/- (Rupees Ten Only) each, as on 31st March, 2025.

8. Utilization of IPO Fund:

The Initial Public Offer fund has been utilized for the purpose for which it is raised and the Company has no outstanding amount as on date.

9. Transfer to reserves:

Your Directors do not propose to carry any amount to any reserves, during the Financial year.

10. Deposits:

The Company has neither accepted nor invited any deposits from the public during the Financial year pursuant to provisions of section 73 and 74 of the Companies Act, 2013.

There were no unclaimed or unpaid deposits as on 31st March, 2025.

11. Annual Return:

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for the Financial Year ended 31st March, 2025 is available on the Company’s website and can be accessed at https://www.platinumone.in/ Financials/

12. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

There was no amount outstanding to be an Unclaimed Dividend to Investor Education and Protection Fund during the FY 2024-2025.

13. Corporate Governance:

As per regulation 15(2) of the SEBI(LODR) Regulations, 2015, the Compliance with respect to the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

a) Listed entity having paid up equity share capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs.25 Crore, as on the last day of the previous Financial year;

b) Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls within the ambit of aforesaid exemption (b); hence compliance with the provision of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the Financial Year 2024-2025.

14. Non-Applicability of the Indian Accounting Standards:

As per Provision to regulation Rule 4(1) of the Companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1st April, 2017.

As your Company is also listed on SME Platform of BSE Limited, is covered under the exempted category and is not required to comply with IND-AS for preparation of Financial statements beginning with period on or after 1st April, 2017.

15. Directors and Key Managerial Personnel:

The Board received declarations from all the Directors under Section 164 and other applicable provisions, if any, of the Companies Act, 2013 that none of the Directors of the Company are disqualified under the provisions of the Companies Act, 2013 (“Act”) or under the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

The Board of Directors of the Company, at present, comprises of 6 Directors, who have wide and varied experience in different disciplines of corporate functioning. The present composition of the Board consists of one Managing Director, two Executive Directors and Three Non-Executive Independent Directors, which includes One Women Independent Director.

The details are as follows:

SR. NO.

NAME

DIN NO.

DESIGNATION

1.

Amey Saxena

02194001

Managing Director

2.

Ratul Lahiri

02197443

Executive Director

3.

Vivek Kumar

02193081

Director and CFO

4.

Peshwa Acharya

06558712

Independent Director

5.

Anupama Vaidya

02713517

Independent Director

6.

Arun Ramamurthy

02928402

Independent Director

16. Directors’ Responsibility Statement:

Pursuant to the requirement under section 134(5) of the Companies Act, 2013 with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the annual accounts for the Financial year ended 31st March, 2025, 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 as at 31st March, 2025 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 the Companies Act, 2013 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;

(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.

17. Disclosures By Directors:

The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well as information by Directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Companies Act, 2013.

18. Disqualifications Of Directors:

During the Financial Year 2024-2025 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified.

19. SEBI Complaints Redress System (SCORES):

The investor complaints are processed in a centralized web based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports\(ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during Financial year 2024-25.

20.

Details of the Complaint Received/Solved/Pending during the year:

Sr.

Nature of Complaint

Nature of

Complaints

Complaints

No.

Complaint

solved

pending

1.

Non-receipt of shares certificate after transfer etc.

Nil

Nil

Nil

2.

Non-receipt of dividend warrants

Nil

Nil

Nil

3.

Query regarding demat credit

Nil

Nil

Nil

4.

Others

Nil

Nil

Nil

Total

Nil

Nil

Nil

21. Statutory Auditors and Audit Report:

As members must be aware that pursuant to provisions of section 139 of the Companies Act, 2013, M/s Bilimoria Mehta and Co., Chartered Accountants, was appointed as Statutory Auditors of the Company for period of five years commencing from the conclusion of 16th Annual General Meeting till the conclusion of 21st Annual General Meeting.

Statutory Auditor’s comments on the Annual Financial Statements of the Company for the year ended 31st March, 2025, are self-explanatory and do not require any explanation as per provisions of Section 134(3)(f) of the Companies Act, 2013.

There were no qualifications, reservations or adverse remarks or disclaimer made by the Statutory Auditor in their reports on the Annual Financial Statement of the Company for the year under review.

22. Details of Fraud reported by the Auditor:

As per Auditor’s report, no fraud u/s 143(12) has been reported by the Auditor.

23. Board’s Comment on Auditor’s Report:

The observations of the Statutory Auditors, when read together with the relevant notes to accounts and other accounting policies are self-explanatory and do not call for any further comment.

24. Secretarial Audit:

The Board had appointed M/s. DSM & Associates, Company Secretaries, to carry out Secretarial Audit of the Company under the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the Financial Year 2024-25. The Report of the Secretarial Auditor for Financial Year 2024-25 is annexed to this report.

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

There are no adverse observations in the Secretarial Audit Report which call for explanation.

25. Appointment of Internal Auditor:

Pursuant to per Section 138 of the Companies Act, 2013 of the Companies Act, 2013, M/s. SSNM & Associates, Chartered Accountants, was appointed as the Internal Auditor of the Company.

26. Subsidiary Company:

The Company does not have any subsidiary Company and hence comments and information as required under section 129 of the Companies Act, 2013 is not applicable and not required.

The Company is subsidiary of Platinum Power Wealth Advisors Private Limited.

27. Compliance of Applicable Secretarial Standards:

The Company has ensured compliance with the mandated Secretarial Standard I & II issued by the Institute of Company Secretaries of India with respect to Board meetings and general meetings respectively and approved by the Central Government under section 118(10) of the Companies Act, 2013.

28. Management Discussion and Analysis Report:

In terms of Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 read with Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, Management Disclosure and Analysis Report is attached.

29. Declaration By Independent Directors:

The Company had received a declaration from all the Independent Director of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and the Listing regulations and are independent of the management.

30. Independent Directors’ Meeting:

With reference to Clause VII of Schedule IV to the Companies Act, 2013 it is provided that a separate meeting of Independent Directors should be held at least once in a year. Accordingly, there was a separate meeting of the Independent Directors held on 18th May, 2024. The meeting was chaired by Mr. Peshwa Acharya.

The valuable inputs, as provided by the Independent Directors were noted and implemented in the forthcoming meetings.

31. Evaluation of Board, Its Committee, and Individual Directors:

The Independent Directors have carried out performance evaluation of Non-Independent Directors, the Chairperson of the Company and the Board as a whole for Financial Year 2024-2025. They also assessed the quality, content and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

32. Meeting of Directors:

Board Meeting & Shareholders Meeting:

The Board meets at regular intervals to discuss and decide on Company’s business policy and strategy apart from other Board business. The notice of Board Meeting is given well in advance to all the Directors. The Agenda of the Board/ Committee meetings was circulated to all the Directors as per the Provisions of Companies Act, 2013 and rules made thereunder. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

During the Financial Year under review the Board of Directors duly met 4 times with gap not exceeding the period prescribed under Companies Act, 2013 and Rules made thereunder. The dates of the Board Meeting are mentioned below:

Sr.

No

Date of Board Meeting

Directors Attendance

No. of Directors eligible to attend

No. of Directors attended

1

18th May, 2024

6

5

2

13th August, 2024

6

6

2

29th August, 2024

6

6

3

14th November, 2024

6

6

4

15th February, 2025

6

6

The Annual General Meeting of the Company held on 26th September, 2024 for the Financial Year 2024-25.

Board Committees

In compliance with the requirement of applicable laws and as part of best governance practices, the Company has following Committees of the Board.

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders’ Relationship Committee

A. Audit Committee Meetings:

The composition of the Audit Committee is in conformity with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015. The scope and terms of reference of the Audit Committee is in accordance with the Act and the SEBI (LOBR) Regulations, 2015.

The Audit Committee comprised of:

Name of the Director

Designation in Committee

Nature of Directorship

Ms. Anupama Vaidya

Chairperson

Independent Director

Mr. Peshwa Acharya

Member

Independent Director

Mr. Amey Saxena

Member

Managing Director

Mr. Arun Ramamurthy

Member

Independent Director

During the Financial year ended on 31st March 2025, 4 (Four) meetings of the Audit Committee were held on dates as mentioned below:

Sr.

No

Date of Audit Committee Meeting

Directors Attendance

No. of Directors eligible to attend

No. of Directors attended

1

18th May, 2024

4

4

2

13th August, 2024

4

4

3

29th August, 2024

4

4

4

14th November, 2024

4

4

B. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of Directors is constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Nomination and Remuneration Committee (hereinafter the “NRC Committee”) comprised of:

Name of the Director

Designation in Committee

Nature of Directorship

Mr. Peshwa Acharya

Chairman

Independent Director

Ms. Anupama Vaidya

Member

Managing Director

Mr. Ratul Lahiri

Member

Executive Director

Mr. Arun Ramamurthy

Member

Independent Director

During the Financial year ended on 31st March 2025, 3(Three) meetings of the NRC Committee were held on dates as mentioned below:

Sr.

No

Date of Audit Committee

Directors Attendance

Meeting

No. of Directors eligible to attend

No. of Directors attended

1

18th May, 2024

4

4

2

14th November, 2024

4

4

3

15th February, 2025

4

4

C. Stakeholders Relationship Committee

The Stakeholders Relationship Committee is constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Stakeholders Relationship Committee comprises of:

Name of the Director

Designation in Committee

Nature of Directorship

Mr. Arun Ramamurthy

Chairman

Independent Director

Ms. Anupama Vaidya

Member

Independent Director

Mr. Peshwa Acharya

Member

Independent Director

Mr. Vivek Kumar

Member

Director and CFO

The Committee met 1 time on 14th November, 2024 during the financial year.

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

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, as stipulated under Section 134(3)(m) of the Companies Act, 2013, read with Rule, 8 of The Companies (Accounts) Rules, 2014, is as below:

Particulars

FY 2024-25

FY 2023-24

Conservation of Energy, Technology, Absorption

NIL

NIL

Foreign Exchange Earnings

NIL

NIL

Foreign Exchange Expenditure

NIL

NIL

34. Related Party Transactions:

During the Financial year under review the Company has entered into related party transactions and the details as per provisions of section 134(3)(h) of the Companies Act, 2013 read with provisions of rule 8 of the Companies (Accounts) Rules, 2014, are as follows:

2. The percentage increase in the median remuneration of employees in the Financial year: 5.8%

3. The number of permanent employees on the rolls of the Company as on 31st March, 2025: 522 employees.

4. Average percentile increase already made in the salaries of employees other than the managerial Personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Being a BPO, there is higher turnover in Frontline employees. This leads to a lower increase in median salary of non-managerial employees.

5. It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and other Employees is as per the Remuneration Policy of the Company.

36. Whistleblower Policy:

The Company has adopted a Whistleblower policy and has established the necessary vigil mechanism for employees and Directors to report a concern about unethical behaviour. No person has been denied access to the Chairman of the Audit Committee. The updated Whistle Blower Policy is updated on the website of the Company at www.platinumone.in during the year under review, there were no instances of Whistleblowers.

37. Corporate Social Responsibility:

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013, and hence it is not required to formulate policy on Corporate Social Responsibility.

38. Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future:

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

39. Company’s policy on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under subsection (3) of section 178:

During the Financial Year ended on 31st March, 2025, the Board on the recommendation of the Nomination and Remuneration Committee has successfully reviewed the performance of the Directors, Key Managerial Personnel, Senior Management and accordingly have considered modification in their remuneration.

The Company would also like to highlight a huge contribution of the Executive Directors namely Mr. Amey Saxena, Managing Director, Mr. Vivek Kumar, Director and Chief Financial Officer and Mr. Ratul Lahiri, Executive Director of the Company who had decided to waive off their remuneration for the Financial Year 2024-2025.

40. Particulars of loans, guarantees or investments under section 186:

During the year under review, the Company has not advanced any loans/ given guarantees/ made investments.

41. Particulars of Employee:

There is no percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, in the Financial Year 2023-2024 with reference to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Mentioned below is the list of top ten employees in terms of remuneration drawn in the Financial Year 20242025. Further, the Company would like to declare that it has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Sr. No

Employee Name

Designation

1.

Shilpa Amey Saxena

CSO

2.

Amit Amritlal Bafna

COO

3.

Viraj Vaman Shirke

AVP - Operations

4.

Vipin Triveni Giri

CISO & Sr. Manager - IT

5.

Vinay Madhukar Nakhawa

Sr. Manager - Operations

6.

Noman Ashfaque Shaikh

Sr. Manager - Operations

7.

Nehaall Jaissingh

Manager - Operations

8.

Santhosh Kumar

Manager - Operations

9.

Krishna Shetty

Assistant Manager - Operations

10.

Dinesh Anand Halmani

Assistant Manager - IT

42. Risk Management:

So far there are elements of Risk, the mitigation and reduction was being done through implementation of ISO Certification. While the risks are low, the Company plans to launch formal Risk Management Policy. This will help to manage the overall process of risk management in the organization covering operational, Financial, strategic and regulatory risk.

43. Internal Controls Systems and their adequacy:

The Company has an adequate system of internal controls in place, commensurate with the size and nature of its business. These controls have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls for ensuring reliability of Financial reporting, monitoring of operations, protecting assets from unauthorized use or losses, compliance with regulations.

44. Material Changes and Commitments:

No Material changes and commitments affecting the Financial position of the Company occurred between the end of the Financial year to which this Financial statement relates and the date of this report.

45. Cost Audit:

The provision of Cost Audit as per section 148 is not applicable to the Company.

46. Disclosure as required under Section 22 of sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention of sexual harassment policy in line with the requirements of the “Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013”, hereafter mentioned as “POSH Act” and the Rules thereunder. An Internal Compliance Committee has been set up to redress complaints arising under the POSH Act. Training and awareness sessions are conducted throughout the year to enhance sensitivity at the workplace.

The Management and Board of Directors together have a close watch on the functioning of the Committee and have thereby confirmed the total number of complaints received and resolved during the year is as follows:

a) No. of Complaints received: 6

b) No. of Complaints disposed: 6

47. Cautionary Statement:

Statement in the Annual Report, particularly those which relate to Management Discussion and Analysis Report, describing the Company’s objectives, projections, estimates and expectations, may constitute “forward looking statements “within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

48. Acknowledgments:

The Board of Directors wishes to express its gratitude and record its sincere appreciation of the dedicated efforts by all the employees of the Company towards the Company. Directors take this opportunity to express their gratitude for the valuable assistance and cooperation extended by Banks, Vendors, Customers, Advisors and other business partners. Directors are thankful to the esteemed stakeholders for their support and confidence reposed in the Company.


Mar 31, 2024

Your Directors have great pleasure in presenting to you the 16th Annual Report on the affairs of the Company together with the Audited Accounts for the Financial year ended 31st March, 2024.

1. Financial Results:

Our Company was incorporated with the Registrar of Companies, Mumbai, Maharashtra, India, on 30th July, 2008 with the Corporate Identity No. U67190MH2008PTC185240.

The Company was listed on the SME platform of Bombay Stock Exchange on 16th September, 2021 and the revised Corporate Identity No.is L67190MH2008PLC185240

The Financial results of the Company for Financial year have been summarized herein below for the reference of the members:

Particulars

For the year ended 2024

For the year ended 2023

(Amount in Lakhs)

(Amount in Lakhs)

Net Revenue From Operations

2649.84

2,570.40

Other Income

35.01

47.58

Total Income

2,684.85

2,617.97

Total Expenses Excluding Depreciation, Interest, Tax & Amortization

2488.01

2301.46

Profit/(Loss) Before Depreciation, Interest, Tax & Amortization

196.83

316.52

Less: Interest & Financial Charges

0.42

0.11

Depreciation & Amortization

60.64

Profit /(Loss) Before Tax and Exceptional Items

196.41

316.41

Exceptional Item

--

--

Profit/(Loss) Before Tax

196.41

316.41

Less: Provision For Tax

- Current Tax

59.00

88.10

- Short Provision of Tax

-9.67

3.91

- Deferred Tax Liabilities/ (Assets)

--

-5.46

Net Profit/(Loss) After Tax

147.08

229.86

2. Overview and Company Performance:

The Company has recorded a total turnover of Rs. 26,49,83,906 (Rupees Twenty-Six Crore Forty-Nine Lakh Eighty-Three Thousand Nine Hundred and Six Only) as compared to Rs. 25,70,39,359 (Rupees Twenty-Five Crore Seventy Lakh Thirty-Nine Thousand Three Hundred Fifty and Nine Only) in the previous year. The Company was also able to record a net profit of Rs. 1,47,49,819(Rupees One Crore Forty-Seven Lakh Forty-Nine Thousand Eight Hundred and Nineteen Only) for the Financial year ended 31st March, 2024.

Your Directors are committed to achieve higher revenues and profits for its stakeholders in the coming year and hence are in the continuous process of developing new products and tailor made services for its customers.

3. Significant Events during the Financial Year:

The company had two significant events during the Financial Year. a) Interim Dividend:

The Board of Directors of the Company had declared an Interim Dividend of Rs. 2/- (Rupees Two Only) for every Equity Shares of Rs.10/- i.e. 20% per Equity Shares of the Company on 8th February, 2024.

b) Employee Stock Option Plan 2023 (ESOP 2023)

The Board of Directors of the Company had approved the Employee Stock Option Plan 2023 (ESOP 2023) and was subsequently approved by the shareholders in the Extra Ordinary General Meeting on 9th December, 2023. The Company had offered a total of 70,000 equity shares of the Company in aggregate, at such price and on such terms and conditions as may be fixed or determined by the Board of Directors in accordance with the Guidelines or other applicable provisions of any law as may be prevailing at that time.

The approved ESOP Policy 2023 is available on the website of the Company at https://www.platinumone.in/ policies/

4. Material changes between the period from end of Financial Year to the date of report of the Board:

There were no significant or material changes between the period from end of Financial Year to the date of report of the Board.

5. Change in the nature of business:

The Company is in to the business of Business Process Outsourcing and Knowledge Process Outsourcing and there is no change in the nature of the business of the Company during the Financial year under review.

6. Dividend:

Your Directors are pleased to inform that your Company had declared an Interim Dividend of Rs. 2/- (Rupees Two only) per equity share to the Equity Shareholders during the Financial Year 2023-2024.

7. Share Capital:

Authorised Share Capital:

The Authorised Share Capital of the is Rs.2,00,00,000/- (Rupees Two Crores Only) divided into 20,00,000 (Twenty Lacs) equity shares of Rs. 10/- (Rupees Ten) each. There has been no change in the Authorized Share Capital of the Company in the Financial year.

Issued and Paid Up Share Capital:

The Company has paid up share capital of Rs.1,58,24,000/- (Rupees One Crore Fifty-Eight Lacs Twenty-Four Thousand Only) divided into 15,82,400 (Fifteen Thousand Eighty-Two Thousand Four Hundred equity shares of Rs. 10/- (Rupees Ten Only) each, as on 31st March, 2023.

8. Utilization of IPO Fund:

The Initial Public Offer fund has been utilized for the purpose for which it is raised and the Company has no outstanding amount as on date.

9. Transfer to reserves:

Your Directors do not propose to carry any amount to any reserves, during the Financial year.

10. Deposits:

The Company has neither accepted nor invited any deposits from the public during the Financial year pursuant to provisions of section 73 and 74 of the Companies Act, 2013.

There were no unclaimed or unpaid deposits as on 31st March, 2024.

11. Annual Return:

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for the Financial Year ended 31st March, 2024 is available on the Company’s website and can be accessed at https://www.platinumone.in/ Financials/

12. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

There was no amount outstanding to be an Unclaimed Dividend to Investor Education and Protection Fund during the FY 2023-2024.

13. Corporate Governance:

As per regulation 15(2) of the SEBI(LODR) Regulations, 2015, the Compliance with respect to the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

a) Listed entity having paid up equity share capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs.25 Crore, as on the last day of the previous Financial year;

b) Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls within the ambit of aforesaid exemption (b); hence compliance with the provision of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the Financial Year 2023-2024.

14. Non-Applicability of the Indian Accounting Standards:

As per Provision to regulation Rule 4(1) of the Companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1st April, 2017.

As your Company is also listed on SME Platform of BSE Limited, is covered under the exempted category and is not required to comply with IND-AS for preparation of Financial statements beginning with period on or after 1st April, 2017.

15. Directors and Key Managerial Personnel:

The Board received declarations from all the Directors under Section 164 and other applicable provisions, if any, of the Companies Act, 2013 that none of the Directors of the Company are disqualified under the provisions of the Companies Act, 2013 (“Act”) or under the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

The Board of Directors of the Company, at present, comprises of 6 Directors, who have wide and varied experience in different disciplines of corporate functioning. The present composition of the Board consists of one Managing Director, two Executive Directors and Three Non-Executive Independent Directors, which includes One Women Independent Director.

The details are as follows:

SR. NO.

NAME

DIN NO.

DESIGNATION

1.

Amey Saxena

02194001

Managing Director

2.

Ratul Lahiri

02197443

Executive Director

3.

Vivek Kumar

02193081

Director and CFO

4.

Peshwa Acharya

06558712

Independent Director

5.

Anupama Vaidya

02713517

Woman Independent Director

6.

Arun Ramamurthy

02928402

Independent Director

Mr. Vivek Singh (Din: 07599420), Independent Director of the Company had resigned on 1st November, 2023, during the Financial year 2023-2024.

16. Directors’ Responsibility Statement:

Pursuant to the requirement under section 134(5) of the Companies Act, 2013 with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the annual accounts for the Financial year ended 31st March, 2024, 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 as at 31st March, 2024 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 the Companies Act, 2013 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;

(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.

17. Disclosures By Directors:

The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well as information by Directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Companies Act, 2013.

18. Disqualifications Of Directors:

During the Financial Year 2023-2024 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified.

19. SEBI Complaints Redress System (SCORES):

The investor complaints are processed in a centralized web based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports\(ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during Financial year 2023-24.

20.

Details of the Complaint Received/Solved/Pendina during the year:

Sr. No.

Nature of Complaint

Nature of Complaint

Complaints solved

Complaints

pending

1.

Non-receipt of shares certificate after transfer etc.

Nil

Nil

Nil

2.

Non-receipt of dividend warrants

Nil

Nil

Nil

3.

Query regarding demat credit

Nil

Nil

Nil

4.

Others

Nil

Nil

Nil

Total

Nil

Nil

Nil

21. Statutory Auditors and Audit Report:

As members must be aware that pursuant to provisions of section 139 of the Companies Act, 2013, M/s. Vatsaraj & Co, Chartered Accountants, were appointed as Statutory Auditors of the Company for period of 5 (five) years commencing from the conclusion of 11th Annual General Meeting till the conclusion of 16th Annual General Meeting.

The Statutory Auditor’s comments on the Annual Financial Statements of the Company for the year ended 31st March, 2024, are self-explanatory and do not require any explanation as per provisions of Section 134(3)(f) of the Companies Act, 2013. There were no qualifications, reservations or adverse remarks or disclaimer made by the Statutory Auditor in their reports on the Annual Financial Statement of the Company for the year under review.

Pursuant to provisions of section 139(2) of the Companies Act, 2013, read with applicable rules framed thereunder, M/s. Vatsaraj & Co, Chartered Accountants, Statutory Auditors were due for retirement at the conclusion of the ensuing 16th AGM of the Company. Accordingly, the appointment of M/s Bilimoria Mehta and Co., Chartered Accountants, (ICAI Firm Registration Number 101490W), as the Statutory Auditors of the Company for a period of 5 (five) years from the conclusion of ensuing AGM till the conclusion of 21st AGM is proposed to the Members of the Company.

As per the requirement of the Act, M/s Bilimoria Mehta and Co., Chartered Accountants have confirmed that the appointment if made would be within the limits specified under Section 141(3) (g) of the Act and it is not disqualified to be appointed as statutory auditor in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.

22. Details of Fraud reported by the Auditor:

As per Auditor’s report, no fraud u/s 143(12) has been reported by the Auditor.

23. Board’s Comment on Auditor’s Report:

The observations of the Statutory Auditors, when read together with the relevant notes to accounts and other accounting policies are self-explanatory and do not call for any further comment.

24. Secretarial Audit:

The Board had appointed M/s. DSM & Associates, Company Secretaries, to carry out Secretarial Audit of the Company under the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the Financial Year 2023-24. The Report of the Secretarial Auditor for Financial Year 2023-24 is annexed to this report.

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

There are no adverse observations in the Secretarial Audit Report which call for explanation.

25. Appointment of Internal Auditor:

Pursuant to per Section 138 of the Companies Act, 2013 of the Companies Act, 2013, M/s. SSNM & Associates, Chartered Accountants, was appointed as the Internal Auditor of the Company.

26. Subsidiary Company:

The Company does not have any subsidiary Company and hence comments and information as required under section 129 of the Companies Act, 2013 is not applicable and not required.

The Company is subsidiary of Platinum Power Wealth Advisors Private Limited.

27. Compliance of Applicable Secretarial Standards:

The Company has ensured compliance with the mandated Secretarial Standard I & II issued by the Institute of Company Secretaries of India with respect to Board meetings and general meetings respectively and approved by the Central Government under section 118(10) of the Companies Act, 2013.

28. Management Discussion and Analysis Report:

In terms of Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 read with Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, Management Disclosure and Analysis Report is attached.

29. Declaration by Independent Directors:

The Company had received a declaration from all the Independent Director of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Listing regulations and are independent of the management.

30. Independent Directors’ Meeting:

With reference to Clause VII of Schedule IV to the Companies Act, 2013 it is provided that a separate meeting of Independent Directors should be held at least once in a year. Accordingly, there was a separate meeting of the Independent Directors held on 18th May, 2024. The meeting was chaired by Mr. Peshwa Acharya.

The valuable inputs, as provided by the Independent Directors were noted and implemented in the forthcoming meetings.

31. Evaluation of Board, its Committees and Individual Directors:

The Independent Directors have carried out performance evaluation of Non-Independent Directors, the Chairperson of the Company and the Board as a whole for Financial Year 2023-2024. They also assessed the quality, content and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

32. Meeting of Directors:

Board Meeting & Shareholders Meeting:

The Board meets at regular intervals to discuss and decide on Company’s business policy and strategy apart from other Board business. The notice of Board Meeting is given well in advance to all the Directors. The Agenda of the Board/ Committee meetings was circulated to all the Directors as per the Provisions of Companies Act, 2013 and rules made thereunder. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

During the Financial Year under review the Board of Directors duly met 4 times with gap not exceeding the period prescribed under Companies Act, 2013 and Rules made thereunder. The dates of the Board Meeting are mentioned below:

Sr. No.

Date of Board Meeting

Directors Attendance

No. of Directors eligible to attend

No. of Directors attended

1

20th May, 2023

6

5

2

25th August, 2023

6

5

3

8th November, 2023

6

6

4

8th February, 2024

6

6

The Company had its 15th Annual general Meeting held on 30th September, 2023 for the Financial Year 2023-24. The Company had an Extra Ordinary General Meeting held on 9th December, 2023 in the Financial Year 2023-24. Board Committees

In compliance with the requirement of applicable laws and as part of best governance practices, the Company has following Committees of the Board.

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders’ Relationship Committee

A. Audit Committee Meetings:

The composition of the Audit Committee is in conformity with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015. The scope and terms of reference of the Audit Committee is in accordance with the Act and the SEBI (LOBR) Regulations, 2015.

The Audit Committee comprised of:

Name of the Director

Designation in Committee

Nature of Directorship

Ms. Anupama Vaidya

Independent Director

Chairman

Mr. Peshwa Acharya

Independent Director

Member

Mr. Vivek Singh

Independent Director

Member

Mr. Amey Saxena

Managing Director

Member

During the Financial year 2023-2024, Mr. Arun Ramamurthy was appointed as a Non-Executive Independent Director with effect from 1st October, 2023 and Mr. Vivek Singh, Independent Director had resigned with effect from 1st November, 2023. Accordingly, the Audit Committee was reconstituted on 8th November, 2023.

The reconstituted Committee stands as follows:

Name of the Director

Designation in Committee

Nature of Directorship

Ms. Anupama Vaidya

Chairperson

Independent Director

Mr. Peshwa Acharya

Member

Independent Director

Mr. Arun Ramamurthy

Member

Independent Director

Mr. Amey Saxena

Member

Managing Director

During the Financial year ended on 31st March 2023, 4(Four) meetings of the Audit Committee were held on dates as mentioned below:

Sr.

Date of Audit Committee

Directors Attendance

No.

Meeting

No. of Directors eligible to attend

No. of Directors attended

1

20th May, 2023

4

3*

2

25th August, 2023

4

3*

3

8th November, 2023

4

4

4

8th February, 2024

4

4

(*) Mr. Vivek Singh was given leave of absence for the meeting held on 20th May, 2023 and on 25th August, 2023.

B. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of Directors is constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Nomination and Remuneration Committee (hereinafter the “NRC Committee”) comprised of:

Name of Director

Designation in Committee

Nature of Directorship

Mr. Peshwa Acharya

Chairman

Independent Director

Mr. Vivek Singh

Member

Independent Director

Ms. Anupama Vaidya

Member

Independent Director

Mr. Ratul Lahiri

Member

Executive Director

During the Financial year 2023-2024, Mr. Arun Ramamurthy was appointed as a Non-Executive Independent Director with effect from 1st October, 2023 and Mr. Vivek Singh, Independent Director had resigned with effect from 1st November, 2023. Accordingly, the Audit Committee was reconstituted on 8th November, 2023.

The reconstituted Committee stands as follows:

Name of the Director

Designation in Committee

Nature of Directorship

Mr. Peshwa Acharya

Chairperson

Independent Director

Ms. Anupama Vaidya

Member

Independent Director

Mr. Arun Ramamurthy

Member

Independent Director

Mr. Ratul Lahiri

Member

Executive Director

During the Financial year ended on 31st March 2023, 4(Four) meetings of the Audit Committee were held on dates as mentioned below:

Sr.

Date of Audit Committee

Directors Attendance

No

Meeting

No. of Directors eligible to attend

No. of Directors attended

1

20th May, 2023

4

3*

2

25th August, 2023

4

3*

3

8th November, 2023

4

4

4

8th February, 2024

4

4

(*) Mr. Vivek Singh was given leave of absence for the meeting held on 20th May, 2023 and on 25th August,

2023.

C. Stakeholders Relationship Committee

The Stakeholders Relationship Committee is constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Stakeholders Relationship Committee comprises of:

Name of the Director

Designation in Committee

Nature of Directorship

Mr. Peshwa Acharya

Chairman

Independent Director

Mr. Vivek Singh

Member

Independent Director

Ms. Anupama Vaidya

Member

Independent Director

Mr. Amey Saxena

Member

Managing Director

Mr. Ratul Lahiri

Member

Executive Director

During the Financial year 2023-2024, Mr. Arun Ramamurthy was appointed as a Non-Executive Independent Director with effect from 1st October, 2023 and Mr. Vivek Singh, Independent Director had resigned with effect from 1st November, 2023. Accordingly, the Audit Committee was reconstituted on 8th November, 2023.

The reconstituted Committee stands as follows:

Name of the Director

Designation in Committee

Nature of Directorship

Mr. Arun Ramamurthy

Chairperson

Independent Director

Ms. Anupama Vaidya

Member

Independent Director

Mr. Peshwa Acharya

Member

Independent Director

Mr. Vivek Kumar

Member

Director and CFO

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

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, as stipulated under Section 134(3)(m) of the Companies Act, 2013, read with Rule, 8 of The Companies (Accounts) Rules, 2014, are as mentioned below:

a)

Conservation of Energy:

Steps taken or impact on conservation of energy

The Company has not spent any amount on Conservation of Energy to be disclosed here.

Steps taken by the company for utilizing alternate sources of energy

Capital investment on energy conservation equipment

b)

Technology Absorption:

Efforts made towards technology absorption

Considering the nature of activities of the Company, there

Benefits derived like product improvement, cost reduction, product development or import substitution

is no requirement with regard to technology absorption.

In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

Details of technology imported

Nil

Year of import

Not Applicable

Whether the technology has been fully absorbed

Not Applicable

If not fully absorbed, areas where absorption has not taken place, and the reasons thereof

Not Applicable

Expenditure incurred on Research and Development

NIL

C)

Foreign Exchange Earnings and Outgo:

Particulars

1st April, 2023 to 31st March, 2024

1st April, 2022 to 31st March, 2023

Amount in Rs.

Amount in Rs.

Actual Foreign Exchange Earnings

Nil

Nil

Actual Foreign Exchange Outgo

Nil

Nil

34. Related Party Transactions:

During the Financial year under review the Company has entered into related party transactions and the details as per provisions of section 134(3)(h) of the Companies Act, 2013 read with provisions of rule 8 of the Companies (Accounts) Rules, 2014, are as follows:

35. The Information pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to median employee’s remuneration for the Financial year under review is as below:

1. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary of the Company and ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial year 2022-23:

Name

% Increase / (Decrease) in the remuneration

Ratio of the remuneration of each Director / to median remuneration of the employees

Executive Directors

Amey Saxena - Managing Director

*

0:1

Ratul Lahiri - Executive Director

*

0:1

Key Managerial Personnel

Vivek Kumar - Director and CFO

*

0:1

Sony Devhare

NIL

1.69:1

Company Secretary and Compliance

Officer

*During the Financial Year 2023-2024 there was no withdrawal of remuneration from the Managing Director, Executive Director and Chief Financial Officer of the Company. Also, the Board had taken note of the waiver of Director’s remuneration in their meeting held on 8th February, 2024.

2. The percentage increase in the median remuneration of employees in the Financial year: 3.14%

3. The number of permanent employees on the rolls of the Company as on 31st March, 2023: 529 employees.

4. Average percentile increase already made in the salaries of employees other than the managerial Personnel in the last Financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Being a BPO, there is higher turnover in Frontline employees. This leads to a lower increase in median salary of non-managerial employees.

5. It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and other Employees is as per the Remuneration Policy of the Company.

36. Whistleblower Policy:

The Company has adopted a Whistleblower policy and has established the necessary vigil mechanism for employees and Directors to report a concern about unethical behaviour. No person has been denied access to the Chairman of the Audit Committee. The updated Whistle Blower Policy is updated on the website of the Company at www.platinumone.in during the year under review, there were no instances of Whistleblowers.

37. Corporate Social Responsibility:

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013, and hence it is not required to formulate policy on Corporate Social Responsibility.

38. Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future:

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

39. Company’s policy on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under subsection (3) of section 178:

During the Financial Year ended on 31st March, 2024, the Board on the recommendation of the Nomination and Remuneration Committee has successfully reviewed the performance of the Directors, Key Managerial Personnel, Senior Management and accordingly have considered modification in their remuneration.

During the Financial Year, Mr. Arun Ramamurthy (DIN: 02928402) was appointed as the Non-Executive Independent Director of the Company with effective from 1st October, 2024. His appointment was recommended by the Nomination and Remuneration Committee and subsequently approved by the Board of Directors on their meeting held on 25th August, 2023. The appointment of Mr. Arun Ramamurthy was approved by the Shareholders in the Annual General Meeting held on 30th September, 2023.

The Company would also like to highlight a huge contribution of the Executive Directors namely Mr. Amey Saxena, Managing Director, Mr. Vivek Kumar, Director and Chief Financial Officer and Mr. Ratul Lahiri, Executive Director of the Company who had decided to waive off their remuneration for the Financial Year 2023-2024.

40. Particulars of loans, guarantees or investments under section 186:

During the year under review, the Company has not advanced any loans/ given guarantees/ made investments.

41. Particulars of Employee:

There is no percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, in the Financial Year 2023-2024 with reference to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Mentioned below is the list of top ten employees in terms of remuneration drawn in the Financial Year 2023-2024. Further, the Company would like to declare that it has not employed any individual whose remuneration falls within

the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Sr. No.

Employee Name

Designation

1

Shilpa Amey Saxena

CSO

2

Amit Amritlal Bafna

COO

3

Viraj Vaman Shirke

AVP - Operations

4

Vinay Madhukar Nakhawa

Sr. Manager - Operations

5

Madhur Kumar Subhash Chandra Mishra

Manager - HR

6

Vinit Shekhar Date

Sr. Manager - Operations

7

Navin Suresh Hundlani

Senior Manager - IT

8

Noman Ashfaque Shaikh

Manager - Operations

9

Nehaall Jaissingh

Manager - Operations

10

Akash Sudhakar Kamble

Assistant Manager - Operations

42. Risk Management:

So far there are elements of Risk, the mitigation and reduction was being done through implementation of ISO Certification. While the risks are low, the Company plans to launch formal Risk Management Policy. This will help to manage the overall process of risk management in the organization covering operational, Financial, strategic and regulatory risk.

43. Internal Controls Systems and their adequacy:

The Company has an adequate system of internal controls in place, commensurate with the size and nature of its business. These controls have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls for ensuring reliability of Financial reporting, monitoring of operations, protecting assets from unauthorized use or losses, compliance with regulations.

44. Material Changes and Commitments:

No Material changes and commitments affecting the Financial position of the Company occurred between the end of the Financial year to which this Financial statement relates and the date of this report.

45. Cost Audit:

The provision of Cost Audit as per section 148 is not applicable to the Company.

46. Disclosure as required under Section 22 of Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention of sexual harassment policy in line with the requirements of the “Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013”, hereafter mentioned as “POSH Act” and the Rules thereunder. An Internal Compliance Committee has been set up to redress complaints arising under the POSH Act. Training and awareness sessions are conducted throughout the year to enhance sensitivity at the workplace.

The Management and Board of Directors together have a close watch on the functioning of the Committee and have thereby confirmed the total number of complaints received and resolved during the year is as follows:

a) No. of Complaints received : 17

b) No. of Complaints disposed : 17

To complement our efforts in encouraging employees to confidently report any POSH (Prevention of Sexual Harassment) concerns, we will also be organizing ongoing training sessions. These sessions are designed to enhance awareness and understanding of appropriate behaviours and practices within a modern organisation, ensuring that all employees are well-informed about their rights and responsibilities as well as their duties and obligations.

Cautionary Statement:

Statement in the Annual Report, particularly those which relate to Management Discussion and Analysis Report, describing the Company’s objectives, projections, estimates and expectations, may constitute “forward looking statements “within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

47. Acknowledgments:

The Board of Directors wishes to express its gratitude and record its sincere appreciation of the dedicated efforts by all the employees of the Company towards the Company. Directors take this opportunity to express their gratitude for the valuable assistance and cooperation extended by Banks, Vendors, Customers, Advisors and other business partners. Directors are thankful to the esteemed stakeholders for their support and confidence reposed in the Company.

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

Notifications
Settings
Clear Notifications
Notifications
Use the toggle to switch on notifications
  • Block for 8 hours
  • Block for 12 hours
  • Block for 24 hours
  • Don't block
Gender
Select your Gender
  • Male
  • Female
  • Others
Age
Select your Age Range
  • Under 18
  • 18 to 25
  • 26 to 35
  • 36 to 45
  • 45 to 55
  • 55+