Platinum Industries Ltd

A key highlight of the year was the substantial strengthening of the balance sheet, facilitated by the proceeds from the

The Company made significant capital expenditures, including the expansion into the new Palghar facility and the construction of a new 30,000-ton capacity plant in Egypt, both aimed at meeting growing global demand. These strategic investments are expected to drive future growth, particularly in the Middle East and North Africa regions, leveraging the strategic location near the Suez Canal to optimise logistics and distribution costs.

The Financial performance of the Company during the year is as under:

Notes:

There are no material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

OPERATIONAL HIGHLIGHTS

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its Subsidiaries for the financial year ended March 31,

2024, prepared in accordance with the Companies Act, 2013 and Ind AS-110 on Consolidated Financial Statements form part of this Annual Report and same shall also be laid in the ensuing Annual General Meeting in accordance with the provisions of Section 129(3) of the Companies Act, 2013.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the Standalone and Consolidated

Financial Statements of the Company along with the documents required to be attached thereto andseparatefinancial statements in respect of its subsidiary companies are available on its website i.e. www.platinumindustriesltd.com and are also available for inspection at its Registered Office.

DIVIDEND

The Board of Directors aim to grow the business lines of the Company and enhance the rate of return on investments of the shareholders. With a view to financing the long-term growth plans of the Company that requires substantial resources, the Board of Directors did not recommend any dividend for the year under review.

RESERVES

The amount of Net Profit during the year of 433.29 million is transferred to the Reserve and Surplus Account under review. Also, the amount of Security Premium of 2349.43 million is transferred to Reserve and Surplus during the year.

WEBLINK OF ANNUAL RETURN

Pursuant to the provisions of Sections 92(3) and 134(3)(a) of the Act and the Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 which will be filed with the Registrar of Companies/MCA, can be accessed on the website of the Company i.e. www.platinumindustriesltd.com

DETAILS OF THE ASSOCIATES/ JOINT VENTURE / SUBSIDIARIES COMAPANIES

The Company is having 3 (Three) Subsidiary Companies falling under the purview of Section 2(87) of the Companies Act, 2013. In accordance with Rule 8(1) of the Companies (Accounts) Rules, 2014, a report on their performance and financial position is presented herein below: i. M/s. Platinum Global Additives Private Limited, incorporated in India on 01st June, 2020, wherein the Company holds 99.95% stake by way of 19,990 Equity Shares. ii. M/s. Platinum Oleo Chemicals Private Limited, incorporated in India on 29th August, 2023, wherein your Company holds 99.99% stake by way of 1,49,990 Equity Shares. iii. M/s. Platinum Stabilizers Egypt LLC, is a limited liability company incorporated on 27th July, 2022 in Suez, Egypt, wherein your Company holds 99.99% stake by way of 9,99 Equity Shares.

Further, your Company has an Associate Entity where the Company is a Partner in M/s. Platinum Polymers and Additives through its Authorized Representative Mrs. Parul Krishna Rana, Director with a Contribution of 4,50,000 representing 50% of the Total Contribution.

INITIAL PUBLIC OFFERING (IPO)

During the financial year ended March 31, 2024, the Company had made an Initial Public Offering (IPO) of 13,761,225 equity shares of 10.00 each at a price of 171 per equity share (including a Share premium of 161 per equity share). The total proceeds received by the Company pursuant to the IPO aggregate to 2,353.17 million by way of fresh issue of equity shares to the public. The Offer was subscribed to the extent of 99.03 times. The Board remains grateful to all investors for their overwhelming response to the IPO.

CHANGE IN SHARE CAPITAL STRUCTURE Authorized Share Capital

The Authorized Share Capital of the Company is 60,00,00,000/- (Rupees Sixty Crores Only) divided into 6,00,00,000 (Six Crores) Equity Shares of 10/- (Rupees Ten) each.

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

Paid-up Share Capital

The subscribed and paid-up share capital of your Company stands at 54,92,48,730/- (Rupees Fifty-Four Crore Ninety-Two Lakhs Forty Eight Thousand Seven Hundred and Thirty only) consisting of 5,49,24,873 equity shares of 10/- (Rupees Ten) each.

During the year under review, the Company has issued and allotted shares on Pre-IPO Placement of 910,700 Equity

Shares of 10/- each fully paid-up by way of a private placement at an issue price of 157 per Equity Share (including a premium of 147 per Equity Share) at the Meeting of the Board of Directors held on January 17, 2024.

ANNUAL PERFORMANCE EVALUATION BY THE BOARD

Provisions of Section 134(3), 149(8) and Schedule IV of the Companies Act, 2013 read with Regulation 4(2)(f )(9) of the SEBI Listing Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The

Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and Individual Directors. The annual evaluation process of the Board of Directors, its Committees and the Individual Directors including the Chairman of the Company was carried out in the manner prescribed by the Companies Act, 2013 the guidance note on Board Evaluation issued by SEBI and as per the Corporate Governance requirements prescribed by SEBI Listing Regulations. A structured questionnaire was circulated for reviewing the functioning and effectiveness of the Board, its Committees, the Individual Directors including the Chairman of the Company. All the directors participated in the evaluation survey. The evaluation criterion for the Directors was based on their participation, contribution and offering guidance to and understanding of the areas which are relevant to them in their capacity as members of the Board. Responses were analyzed and the results were subsequently discussed by the Board. Recommendations arising from the evaluation process was considered by the Board to optimize its effectiveness.

Performance evaluation of every Director was done by the Independent Directors at their meeting held on 21st March,

2024.

The Independent Directors reviewed the performance of the Board as a whole and it was concluded that every member statements of the Board is taking active participation in the decision making process at the Board Meeting/s and is equally involved in the affairs of the Company. The Board is appropriate with the right mix of knowledge and skills required to drive organizational performance in the light of future strategy and to conduct its affairs effectively. The Board of Directors is effective in establishing a corporate environment that promotes timely and effective disclosure, fiscal accountability, high ethical standards and compliance with applicable laws and regulations. The Board of Directors is effective in developing a corporate governance structure that allows and encourages the Board to fulfill its responsibilities.

Directors

As on March 31, 2024, Board of your Company comprises of 7 (seven) Directors, including 4 (Four) Independent Directors, and 3 (Three) Executive Director.

The Chairman is the Executive Director

Changes during the period under review:

During the year under review, the following changes occurred in the Board of Directors:

The Board of Directors express their deep condolences at the sad demise of Mr. Dushyant Bhaskar Rana, Director of the Company passed on April 01st, 2023 and the same has been filed with ROC in e-Form DIR-12.

Mr. Anup Singh (DIN: 08889150), was appointed as an Additional Director of the Company in the Board Meeting held on April 14th, 2023, subsequently regularized as an Executive Director at the Extra Ordinary General Meeting held on June 12th, 2023.

Mr. Robin Banerjee (DIN: 00008893), was appointed as an Additional Director (Independent Director, Non-Executive) of the Company in the Board Meeting held on 06th September, 2023, subsequently regularized as a Director (Independent Director, Non-Executive) at the Annual General Meeting held on 28th September, 2023.

Changes after the closure of financial year under review:

Mr. Narendrakumar Raval had resigned from the position of Chief Financial officer and Key Managerial Personnel of the company due to some personal reason with effect from closure of Business hour on 12th August, 2024.

Mr. Gyandeep Mittal has been appointed as Chief Financial officer and Key Managerial Personnel of the company with effect from 12th August, 2024.

Disclosure of Remuneration paid to Directors:

The details of remuneration paid to the Directors is given in the Report on Corporate Governance.

Statement with regard to Integrity, Expertise and Experience of the Independent Directors

Your directors are of the opinion that Independent Directors of the Company are of high integrity, suitable expertise and experience (including proficiency). The Independent Directors have given declaration under sub section (6) of Section 149 of the Act. The tenure of Independent Directors is in compliance with the provisions of Section 149(10).

DIRECTORS RESPONSIBILITY STATEMENT

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

In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed.

The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.

The directors have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

The directors have prepared the annual accounts on a going concern basis.

The directors have laid down internal financial controls, which are adequate and are operating effectively.

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

RE-APPOINTMENT OF DIRECTOR

In accordance with the provisions of the Section 149 and 152 and other applicable provisions of the Companies Act, 2013 and the Articles of Association of the Company, Consequently, Mr. Anup Singh (DIN: 08889150), Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, has offered himself for re-appointment in accordance with the provision of the Companies Act, 2013 The details of the Director seeking re-appointment at the ensuing AGM along with other details in pursuance of Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to the Notice of the Annual General Meeting. The Board has confirmed that Mr. Anup Singh satisfies the fit and proper criteria as prescribed under them applicable regulations and that he is not disqualified from being appointed as a director in terms of Section 164(2) of the Companies Act, 2013. The Board recommends the re-appointment.

MEETINGS OF THE BOARD

The Board of Directors met 15 (Fifteen) times during the financial year 2023-24. The details of Board and Committee meetings held during the year are set out in the Corporate Governance Report annexed herewith and forms part of this report. The gap between the two consecutive Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS (IDs)

In terms of Regulation 25(7) of the Listing Regulations and the Companies Act, 2013, the Company is required to conduct the Familiarization Programme for Independent Directors (IDs) to familiarize them about their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various initiatives. Directors are made aware of the significant news developments and highlights from various regulatory authorities viz. Securities and Exchange Board of India (SEBI), Ministry of Corporate Affairs (MCA), etc. The Directors are regularly apprised about their roles, rights and responsibilities in the Company from time to time as per the requirements of the Listing Regulations with the Stock Exchanges and Companies Act, 2013 read together with the

Rules and Schedules thereunder. The policy of the familiarization programme is available at www.platinumindustriesltd. com.

COMMITTEES OF THE BOARD:

The Board of Directors of the Company constituted the following Committees: a) Audit Committee b) Nomination and Remuneration Committee c) Stakeholders Relationship Committee d) Corporate Social Responsibility Committee

Report on Corporate Governance forming part of this Annual Report.

RELATED PARTY TRANSACTIONS

All transactions with related parties under the section 188 of companies act 2013, were reviewed and approved by the

Committee is obtained for the related party transactions.

There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which might have potential conflict with the interest of the Company at large. Accordingly, the disclosure of related parties transactions as required under section 134(3)(h) of the Companies

Transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. Transactions entered into pursuant to omnibus approval are placed before the Audit Committee and the Board for review on a quarterly basis. None of the Directors has any pecuniary relationship or transactions vis-?-vis the Company except remuneration drawn by self or their relative in capacity of the Director or otherwise and sitting fees.

The Policy on Related Party Transactions, as required under the Listing Regulations, is available on the website of the

Company at www.platinumindustriesltd.com.

INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY

DEVIATION(S) OR VARIATION(S) IN THE USE OF PROCEEDS OF INITIAL PUBLIC ISSUE (IPO), IF ANY:

There were no instances of deviation(s) or variation(s) in the Utilization of proceeds of IPO as mentioned in the objects of Offer in the Prospectus dated March 01, 2024, in respect of the IPO of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

As per Section 135 of the Companies Act, 2013 and rules made thereunder, the Corporate Social Responsibility

PARTICULARS OF LOANS, GUARANTEES OR INVESTENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act,

2013, if any, have been disclosed in the financial statements.

In accordance with the provisions of Section 139 of the Act and Rules made thereunder, M/s. AMS & Co., Chartered Accountants (Firm Reg. No.: 130878W) were appointed as the Statutory Auditors of the Company in the 02nd Annual General Meeting (AGM) of the Company held on 30th September, 2022 to hold office for a period of five years from the conclusion of the 02nd AGM held in the year 2022 till the conclusion of the 07th AGM of the Company to be held in the year 2027. Further the Company has received resignation Letter from M/s AMS & Co. on 12th August,

2024.

Further the Company has appointed M/s PKF Sridhar and Santhanam LLP (Firm Reg. No. 003990S/ S200018), Statutory Auditor of the Company at the Board meeting held on 12th August, 2024, subject to the approval of Shareholders at the 04th Annual General Meeting of the Company to be held on the year 2024 for a period of 5 years upto 09th Annual General Meeting of the Company to be held in 2029.

During the year under review, there were no instances of fraud reported by the auditors, under Section 143(12) of the Companies Act, 2013 to the Audit Committee or the Board of Directors.

(B) SECRETARIAL AUDITORS:

In accordance with the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed M/s. Mayank Arora & Co., Company Secretaries as Secretarial Auditor of the Company for the financial year 2023-24.

The Secretarial Audit Report in the Form MR-3 for the financial year ended March 31, 2024 is set out in

However, the Secretarial Auditors have made following observation in their Audit Report;

Observation: Pursuant to Regulation 31(1)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, the Company submitted shareholding pattern on the same day of listing instead of one day prior to listing of its securities on the stock exchanges as NSE and BSE login credentials were intimated by the stock exchange on 5th March, 2024 (date of listing).

(C ) COST AUDITORS:

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with Rule 14(a) of the Companies (Audit and Auditors) Rules, 2014, the Board of Directors, has on the recommendation of the Audit Committee, appointed M/s. Ashish Bhavsar & Associates, Cost Accountants as Cost Auditors of the Company for the financial year 2023-24.

However, the Cost Auditors have made following observation in their Audit Report; Observation: a. Revenue from operations for the company of current F.Y.2023-24 is increased by 7.50 % ( 1754.59 lakhs) as compared to previous F.Y.2022-23. for the company of current F.Y.2023-24 is increased by 18.87 % ( b. Profit 926.86 lakhs) as compared to previous F.Y.2022-23.

(D) INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, the Board of Directors, has on the recommendation of the Audit Committee, appointed M/s Pipalia Singhal & Associates, as an Internal Auditor of the Company for the period 01st January, 2024 to 31st March, 2025 to conduct internal audit of the Company.

Earlier M/s PKF Sridhar & Santhanam LLP was appointed as Internal Auditors of the Company who has tendered their resignation with effect from 20th February, 2024.

DETAILS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The report and financial statements are being sent to the members of the Company excluding the statement of particulars of employees under Rule 5(2). However, these are available for inspection during business hours up to the date of the forthcoming AGM at the registered office of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

SECRETARIAL STANDARDS OF ICSI

PUBLIC DEPOSIT

RISK MANAGEMENT:

Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013, The Company has a risk management framework for the identification and management of risks. The Company has been following the processes and procedures for assessment and mitigation of various business risks associated with the nature of its operations and such adaptation has helped the Company to a very large extent.

The Risk Assessment Policy is duly updated on the website of the Company www.platinumindustriesltd.com

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 AND THE RULES FRAMED THEREUNDER

The Company is committed to provide a healthy environment to all its employees and has zero tolerance for sexual harassment at workplace. In order to prohibit, prevent and redress complaints of sexual harassment at workplace, it has constituted a Complaint Committee in line with the provisions of Section 4(1) of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has not received any complaint of Sexual Harassment during the financial year 2023-24.

HEALTH, SAFETY AND ENVIRONMENT

During the year, the Company continued to focus on resource conservation and reduction in generation of hazardous wastes and enhanced its efforts to positively impact the environment in which it operates. All the manufacturing facilities and processes are subject to regular inspections and a Safety Audit is carried out at Palghar plant and preventive measures are taken to ensure high standards of safety. Your Company has taken adequate insurance cover for all its plants and continues to work towards the improvement of our environment, a healthy and safe management system.

The Company has obtained necessary approvals from concerned Government Department / Pollution Control Board.

INSURANCE

All the insurable interests of your Company including inventories, buildings, plant, stock and machinery and liabilities under legislative enactments are adequately insured.

MATERIAL CHANGES AND COMMITMENTS

In pursuance to section 134(3)(L) of the Act, no material changes and commitments have occurred after the closure of the financial year to which the financial statements relate till the date of this report affecting the financial position of the

Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part this Annual Report is attached herewith on Page 36

CORPORATE GOVERNANCE REPORT

The Company has complied with all mandatory provisions of SEBI (LODR) Regulations 2015, relating to Corporate

Company as required under Para E of Schedule V to the Listing Regulations, 2015 is annexed hereto and forms an integral part of this Report.

OTHER DISCLOSURES:

During the year under review, your Company has filed (2) Two Applications for Adjudication which are: a. Under Section 76A of the Limited Liability Partnership Act, 2008: For non-filing of prescribed LLP Form-8 for the Financial Year ended March 31, 2020 in contravention of Section 34(2) and 34(3) of the Limited Liability Partnership Act, 2008 read with Rule 24 of the Limited Liability Partnership Rules, 2009 and Section 134 of the Companies Act,

2013. b. Under Section 454 of the Companies Act, 2013: With respect to inadvertent omission in attaching of Form AOC-1, AOC-2 and CSR Annexure in e-Form AOC-4.

During the year under review, your Company has filed (3) Three Applications for Compounding which are: a. Under Section 441 of the Companies Act, 2013: For compounding of Offense for default under Section 139(1) of the Companies Act, 2013 by inadvertent appointment of Auditor for a period of One year instead of Five years. Final Order has been passed by the Regional Director, Mumbai on 31st May, 2024. b. Under Section 441 of the Companies Act, 2013: For compounding of Offense for default under Section 185 of the

Companies Act, 2013. c. Under Section 441 of the Companies Act, 2013: For compounding of Offense for default under Section 54 of the

Companies Act, 2013

PREVENTION OF INSIDER TRADING

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

In accordance with the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Listing Regulations, 2015 the Company has adopted a Whistle

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

Under Section 441 of the Companies Act, 2013: For compounding of Offense for default under Section 139(1) of the Companies Act, 2013 by inadvertent appointment of Auditor for a period of One year instead of Five years. The order was passed dated 31st July, 2024 by Regional Director, Western Region, Ministry of Corporate Affairs, Mumbai for Compounding Application filed by the company under Section 441 of the Companies Act, 2013, resulting Compounding fees of total 1,50,000/- on the Company and Directors.

NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee under sub-section (3) of section 178, framed and adopted a policy for selection and appointment of Directors, Senior Management and their remuneration pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, 2015.

The salient features of the Policy, are: a. Appointment and remuneration of Director, Key Managerial Personnel and Senior Management Personnel. b. Determination of qualifications, positive attributes and independence for appointment of a Director (Executive/ Non-Executive/Independent) and recommendation to the Board matters relating to the remuneration for the Directors, Key Managerial Personnel and Senior Management Personnel. c. Formulating the criteria for performance evaluation of all Directors. d. Board Diversity.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

No such details.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016 DURING THE YEAR:

During the year under review, there was no proceeding pending under the Insolvency Bankruptcy Code, 2016

INVESTOR RELATIONS: Redressal of Investors Grievances:

BSE Listing Centre and NEAPS (NSE Electronic Application Processing System):

Your Company ensures in compliance of applicable regulations of SEBI LODR Regulations and all the compliances related filings or disclosures are made to the BSE Limited and NSE through web-based applications viz., BSE Listing center and NSE Application Processing System NEAPS within the stipulated timeline as prescribed under the SEBI LODR Regulations.

SCORES (SEBI complaints redress system):

Exclusive email ID for Investors:

Your Company has established an email id cs@platinumindustriesltd.com

Your Company keeps its investors updated by posting all the disclosures made with the stock exchanges in compliances with Regulation 46 of SEBI LODR Regulations from time to time.

APPRECIATION AND ACKNOWLEDGMENTS

The Directors wish to acknowledge and place on record their sincere appreciation for the assistance and co-operation received from all the members, regulatory authorities, customers, financial institutions, bankers, lenders, vendors and other business associates.