Platinumone Business Services Ltd Directors Report

To,

The Members,

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

1. Financial Results:

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

The Company was listed on the SME platform of Bombay Stock Exchange on 16^th 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 31^st 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 8^th 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 9^th 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 31^st 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 31^st 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 31^st March, 2024 is available on the Companys 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 16^th 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. 1^st 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 1^st 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 1^st 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 31^st 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 31^st 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/Pending 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 11^th Annual General Meeting till the conclusion of 16^th Annual General Meeting.

The Statutory Auditors comments on the Annual Financial Statements of the Company for the year ended 31^st 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 16^th 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 21^st 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 Auditors report, no fraud u/s 143(12) has been reported by the Auditor.

23. Boards Comment on Auditors 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 18^th 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 Companys 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:

		Directors Attendance
Sr. No.	Date of Board Meeting	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 15^th Annual general Meeting held on 30^th September, 2023 for the Financial Year 2023-24. The Company had an Extra Ordinary General Meeting held on 9^th 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 1^st October, 2023 and Mr. Vivek Singh, Independent Director had resigned with effect from 1^st November, 2023. Accordingly, the Audit Committee was reconstituted on 8^th 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 31^st March 2023, 4(Four) meetings of the Audit Committee were held on dates as mentioned below:

		Directors Attendance
Sr. No.	Date of Audit Committee 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 20^th 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 1^st October, 2023 and Mr. Vivek Singh, Independent Director had resigned with effect from 1^st November, 2023. Accordingly, the Audit Committee was reconstituted on 8^th 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 31^st March 2023, 4(Four) meetings of the Audit Committee were held on dates as mentioned below:

		Directors Attendance
Sr. No	Date of Audit Committee 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 20^th 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 1^st October, 2023 and Mr. Vivek Singh, Independent Director had resigned with effect from 1^st November, 2023. Accordingly, the Audit Committee was reconstituted on 8^th 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 is no requirement with regard to technology absorption.
Benefits derived like product improvement, cost reduction, product development or import substitution
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: