Directors Report of 3B Films Ltd.

Mar 31, 2025

Your Directors present the 11^th Annual Report of the Company, together with the Audited Financial Statements for the year ended on 31^st March 2025.

FINANCIAL RESULTS OF THE COMPANY:

The Company''s financial performance for the year under review along with previous year''s figures is given hereunder

(Amount in INR Lakhs)
Particulars	For the Financial	For the Financial
	Year ended 31st	Year ended 31st
	March, 2025	March, 2024
Revenue from Operations	8530.75	7574.89
Other Income	57.78	64.90
Total Income	8588.53	7639.79
Less: Total Expenses	8006.07	7061.70
Profit / (Loss) before Tax	582.46	578.09
Less : Current Tax	-	-
(Less] / Add: Previous Year''s Tax	(77.33]	(63.75]
Profit / (Loss) for the year	505.13	514.34
EPS (Basic INR]	2.38	2.42
EPS (Diluted INR]	2.38	2.42

1. State of company affairs and review of operations:

During the Financial Year ended 31st March, 2025, the Company has recorded total revenue of INR 8,588.53/- Lakhs as against INR 7,639.79/- Lakhs in the previous year, During the reporting period the Company has earned Net Profit of INR 505.13/- Lakhs as against INR 514.34/- Lakhs in the previous year.

Your Company continues to strengthen its position in Specialty focus segments and drive product mix to maximize margins. The management continues to focus on turnaround of specialize business.

LISTING OF EQUITY SHARES

Equity shares of your Company were listed on the Bombay Stock Exchange (BSE Limited] on SME Platform on 06^th June, 2025. The Company got listing approval from BSE Limited (SME Platform] on 05^th June, 2025. The trading symbol of the Company is ''3BFILMS''. Listing fees and the custodian charges to depositories, for the FY 2024-25 have been paid to BSE, NSDL and CDSL respectively.

PUBLIC ISSUE (INITIAL PUBLIC OFFER)

During the year under review, your Company successfully completed its Initial Public Offering (IPO) of 67,50,000 equity shares was made of face value Rs.10/- each, at a price of Rs. 50/- per equity share (including a premium of Rs. 40/- per equity share) (“issue price”) aggregating Rs. 3,375.00 lakhs (“the issue”) comprising a fresh offer of to

35.52.000 equity shares aggregating to Rs. 1,776.00 lakh and an offer for sale of 31,98,000 equity shares by selling shareholders aggregating to Rs. 1,599.00 lakh out of which

3.42.000 equity shares of face value of Rs. 10/- each, at an offer price of Rs. 50/- per equity share for cash, aggregating Rs. 171.00 lakhs will be reserved for subscription by the market maker. The net issue constitutes 27.25% and 25.87% respectively of the postoffer paid-up equity share capital of your company. Your Directors placed on record their appreciation of contributions made by the entire IPO team with all the dedication, diligence and commitment which led to successful listing of the Company''s equity shares on the BSE SME platform. Further, the success of the IPO reflects the trust and faith reposed in the Company by the Investors, customers and business partners and your directors thank them for their confidence in the Company.

DEMATERIALIZATION OF SHARES

All the Shares of your Company are in Dematerialization mode as on 31^st March, 2025. The ISIN of the Equity Shares of your Company is INE0TE101010.

2. Final Dividend:

The Board of Directors do not recommend any dividend for the financial year ended on 31^st March, 2025 in order to conserve resources for future development.

3. Consolidated Financial Statement

Company doesn''t have any subsidiaries so there is no need to prepare consolidated financial statement for the FY 2024-25.

4. Transfer to reserves

Your Company has decided to transfer an amount of INR 505.13 lakhs to Reserve & Surplus during the period under review.

5. Subsidiaries, joint Ventures and Associate Companies.

No Company has become/ ceased to be Subsidiary, Associate or Joint venture of the Company during the year under review.

6. Compliance with Secretarial Standards on Board Meetings and General Meetings.

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

7. Auditors and their Reports:

(a) Statutory Auditors

The Company has appointed M/s. A O Mittal & Associates, Chartered Accountant Vadodara (FRN: 014640C] as Statutory Auditors of the Company in 10^th Annual General Meeting held on 25^th September 2024 to hold the office till the conclusion of the Annual General Meeting of the Company to be held in the year 2029.

The observations, if any, made by the Statutory Auditors in their Auditors Report together with the notes to accounts, as append thereto are self-explanatory and hence does not call for any further explanation. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer.

During the Financial Year 2024-25, the Auditors have not reported any matter under section 143(12] of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3](ca] of the Companies Act, 2013.

8. Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors have not reported to the Audit Committee, under Section 143(12] of the Act, any instances of fraud committed against the Company by its officers or employees, hence, there is nothing to be mentioned in the Board''s report in this regard.

9. Explanation or Comments on Qualifications. Reservations or Adverse Remarks or disclaimers made by the Auditors in the Reports.

There are no comments/ observations, reservations or adverse remarks made by the Auditors in their report and hence no clarifications need to be given on Auditor''s report. There are no qualifications or adverse remarks in the Secretarial Audit Report which require any clarification/ explanation.

10. Internal financial controls with reference to the financial statements:

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

11. Directors'' Responsibility Statement Pursuant to Section 134(5) of the Companies Act 2013.

Your directors wish to inform that the Audited Accounts containing financial statements for the financial year 2024-25 are in full conformity with the requirements of the Companies Act, 2013. They believe that the financial statement reflects fairly, the form and substance of transactions carried out during the year and reasonably present the Company''s financial condition and results of operations.

In accordance with the provisions of Section 134(5] of the Companies Act, 2013 the Board hereby submits its responsibility statement:

a] in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b] they 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 of the Company for that period;

c] they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d] they have prepared the annual accounts on a going concern basis;

e] Company being unlisted company clause (e) of Section 134(5] relating to Internal Financial Control is not applicable.

f] they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. Management discussion and analysis report

Pursuant to Regulation 34 (2] (e] read with Schedule V of SEBI (Listing Obligations and Disclosure Requirement] Regulations, 2015, Management Discussion & Analysis Report for the year under review forms the part of this report and is marked as Annexure - ''A'' to this report.

13. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

14. Particulars of Loans, Guarantees or Investments.

The Company has neither granted any loan, given any guarantees nor made any investments during the financial period under consideration.

15. Share Capital

During the Financial Year 2024-25, there has been no change in the Share capital of the Company.

16. Deposits

Your Company has not accepted any deposits during the year in terms of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits] Rules, 2014.

17. Conservation of Energy, Technology absorption, Foreign exchange earnings and outgo:

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts] Rules, 2014 are provided hereunder:

PARTICULARS	REMARKS
A) CONSERVATION OF ENERGY:
> the steps taken or impact on conservation of energy;	The Corporation is taking due care for using electricity in the office and its branches. The Corporation usually takes care for optimum utilization of energy. No capital investment on energy Conservation equipment made during the financial year.
> the steps taken by the company for utilizing alternate sources of energy;
> the capital investment on energy conservation equipments;
B) TECHNOLOGY ABSORPTION:
> the efforts made towards technology absorption;	Company is working on process development to improve production efficiency and yield for the existing products.
> the benefits derived like product improvement, cost reduction, product development or import substitution;	Would help in reduction of manufacturing cost.
> in case of imported technology (imported during the last three years reckoned from the beginning of the financial year]-	NA
(a] the details of technology imported;	-
(b) the year of import;	-
(c) whether the technology been fully absorbed;	-
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; Not applicable since 5 years period is over
> the expenditure incurred on Research and Development	None
(c) FOREIGN EXCHANGE EARNINGS AND OUTGO:
> The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows	Foreign Exchange earned: Rs. 1,744.03/- Lakh Foreign Exchange outgo: Rs. 6,644.87/- Lakh

18. Material changes and commitment if any effecting the Financial Position of the Company occurred between the end of the Financial Year to which this Financial Statements relate and Date of the Report:

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 relate and the date of this report except:

a] Equity shares of your Company were listed on the Bombay Stock Exchange (BSE Limited] on SME Platform on 06^th June, 2025. The Company got listing approval from BSE Limited (SME Platform] on 05^th June, 2025.

b] Ms. Drashti Laxmikant Solanki, Non-Executive Independent Director of the company has resigned from the Directorship with effect from 31/07/2025.

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

As required under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal] Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at the workplace with a mechanism of lodging complaints. Internal Complaints Committee has been constituted to redress complaints received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal] Act, 2013. During the financial year under review, no cases have been reported in this regard.

20. Policy on Directors'' Appointment and Remuneration and Other Details

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining, qualifications, positive attributes and independence of a director and also a policy for remuneration of directors, key managerial personnel and senior management. The policy is available at the website of company at https: //www.3bfilms.com/.

21. Annual Return

As per the Companies (Management and Administration] Amendment Rules, 2020 dated 28th August, 2020, the Annual Return is being placed on the website of the Company www.3bfilms.com.

22. Change in the nature of business

There has been no change in nature of Company''s business during the period under review.

23. Directors and Key Managerial Personnel.

As on 31st March, 2025, the Board of your Company comprises of 6 Directors including 1 Non-Executive Director and 3 Independent Directors of which 1 is a woman director.

Retirement by Rotation:

Pursuant to Section 152 of the Companies Act 2013 read with Article 94 of Articles of Association of the Company, Mr. Mukesh Dhanjibhai Babariya (DIN: 06904399], Director of the Company is liable to retire by rotation and being eligible has offered himself for reappointment at the ensuing Annual General Meeting. The Board recommends his reappointment.

Declarations given by Independent Directors under Section 149(6) of the Companies Act, 2013:

The Company has received declarations from the Independent Directors of the Company under Section 149(7] of the Companies Act, 2013 confirming that they meet the criteria of independence as provided in Section 149(6] of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as Independent Directors.

25. Particulars of Contract or arrangements made with related parties under Section 188 (1) of Companies Act 2013.

The particulars of all the related party transactions entered into by the company as referred to in section 188 of the Companies Act, 2013 with related parties as defined under section 2(76] of the Companies Act 2013, as prescribed in Form No. AOC-2 is appended as Annexure B.

26. Statement concerning development and implementation of Risk Management Policy of the Company.

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximise the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, event, financial, human, environment and statutory compliance.

27. Annual Evaluation

The provision of section 134(1)(p) relating to Board Evaluation is not applicable to the company as the Company does not fall under any of the criteria provided under section 134(1)(p) and Rule 8 (4) of Companies (Accounts) Rules, 2014 hence the company is not required to prepare a statement of Board Evaluation.

28. Corporate Social Responsibility (CSR)

Your Company believes in giving back to the society in a meaningful way. The Company recognizes the importance of Corporate Social Responsibility and strives to make a positive impact on the environment. It believes in empowering communities and making a difference in people''s lives. The Company has formulated a Corporate Social Responsibility Policy which is available on the website of the Company https://www.3bfilms.com/. The Board of Directors formulate, implement, monitor and review the impact of the CSR initiatives of the Company.

A detailed report on the Corporate Social Responsibility is enclosed as an Annexure ''C'' to this report.

29. Transfer of unclaimed dividend to Investor Education and Protection Fund.

Since there was no unpaid/unclaimed Dividend in last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

30. Shares

a. Buy Back of Securities.

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

b. Sweat Equity

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

c. Bonus Shares

No Bonus Shares were issued during the year under review.

d. Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to the employees

31. Committees of Board Audit Committee

The Audit Committee as on 31.03.2025 comprises of:

Your Directors have constituted the Audit committee in accordance with Section 177 of the Companies Act, 2013 read with rule 6 of Companies (Meetings of Board and its Powers] Rules, 2014. The members of the Committee are as follows:

Mr. Abhishek Ileshkumar Shah- Independent Director, Chairman of the Committee Mr. Chintan Hemantkumar Joshi - Independent Director, Member of the Committee Mr. Ashokbhai Dhanjibhai Babariya - Managing Director, Member of the Committee

Seven (7] meetings of the Committee were held during the period ended 31st March, 2025 on 28/06/2024, 01/07/2024, 12/09/2024, 07/10/2024, 01/01/2025,

05/03/2025 and 10/03/2025 detailed as under:

Names of Members	No. of meetings attended
Mr. Abhishek Ileshkumar Shah	7
Mr. Chintan Hemantkumar Joshi	7
Mr. Ashokbhai Dhanjibhai Babariya	7

Further, there were no such instances where the recommendation of the Audit Committee were not accepted by the Board during the financial year under review

Nomination and Remuneration Committee

Your directors have constituted a Nomination and Remuneration Committee as required under the provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee consists of following members:

Mr. Abhishek Ileshkumar Shah- Independent Director, Chairman of the Committee Mr. Chintan Hemantkumar Joshi - Independent Director, Member of the Committee Mr. Mukesh Dhanjibhai Babariya - Non Executive Director, Member of the Committee

The Committee met once on 15/10/2024, during the year under review and Mr. Abhishek Ileshkumar Shah, Independent Director, Chairman of the Committee, Mr. Chintan Hemantkumar Joshi, Independent Director, Member and Mr. Mukesh Dhanjibhai Babariya - Non Executive Director, Member of the Committee, attended the meeting.

Policy on Nomination and Remuneration for the Board and Senior Officials is available on the website of the Company at https://www.3bfilms.com/.

Stakeholders Relationship Committee

Your Board has constituted Stakeholders Relationship Committee under the provisions of Section 178(5] of Companies Act, 2013. The Committee consists of following members:

Mr. Abhishek Ileshkumar Shah- Independent Director, Chairman of the Committee Mr. Chintan Hemantkumar Joshi - Independent Director, Member of the Committee Mr. Ashokbhai Dhanjibhai Babariya - Managing Director, Member of the Committee

This Committee is primarily responsible to review all matters connected with the Company''s transfer/ transmission of securities and redressal of shareholder''s / investor''s / security holder''s complaints.

The Committee met once on 30/12/2024, during the year under review and Mr. Abhishek Ileshkumar Shah, Independent Director, Chairman of the Committee, Mr. Chintan Hemantkumar Joshi, Independent Director, Member and Mr. Ashokbhai Dhanjibhai Babariya, Managing Director and Member, attended the meeting.

32. Particulars Of Employees and Managerial Remuneration

The details of Managerial Remuneration, Key Managerial Personnel and employees of the Company as required under Section 197(12] of the Companies Act, 2013 read with Rule 5 of the Companies 47 (Appointment and Remuneration of Managerial Personnel] Rules, 2014 has been set out as Annexure - ''D'' to this Report, attached hereto.

33. Whistle Blower Policy and Vigil Mechanism

The Company has in place a Whistle Blower Policy, which serves as a vigil mechanism, enabling Directors and employees to formally report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail such mechanism and also provide for direct access to the Chairman of the Audit Committee. The Policy is accessible on the website of the Company at https: //www.3bfilms.com/.

34. Cost Record

As per section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit] Rules, 2014, your Company is required to maintain cost records and accordingly, such accounts and records are maintained.

35. Secretarial Audit Report

During the FY 2024-25, the Company does not fall under the criteria mentioned under Section 204 of the Act, no details have been furnished in the regard.

36. Company''s Website

Your Company has a fully functional website viz. www.3bfilms.com which has been designed to exhibit all the relevant details about the Company. The site carries a comprehensive database of information of the Company including the Financial Results of your Company, Shareholding Pattern, details of Board Committees, Corporate Policies/ Codes, business activities and current affairs of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, Companies Rules, 2014 and as per Regulation 46 of SEBI (Listing Obligations & Disclosure Requirements] Regulations, 2015 and other relevant information has been duly presented on the website of the Company.

37. Corporate Governance

Since the Company is listed on BSE SME platform, the Company is exempt from applicability of certain regulations pertaining to ''Corporate Governance'' under Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements] Regulations, 2015.

The Company has been practicing sound Corporate Governance and takes necessary actions at appropriate times for enhancing and meeting stakeholders'' expectations while continuing to comply with the mandatory provisions and strive to comply nonmandatory requirements of Corporate Governance.

Report on Corporate Governance Practices and the Auditors Certificate regarding compliance of conditions of Corporate Governance and certification by CEO/Whole time Director & CFO is not applicable to your Company as per regulation 15(2)(b) of SEBI (Listing Obligation and Disclosure Requirements] Regulations, 2015.

38. Details of application under the insolvency and bankruptcy code, 2016

There is nothing to report under this for the year under review.

39. Details on one time settlement

There is nothing to report under this for the year under review.

40. Appreciation And Acknowledgement

The Directors place on record their sincere appreciation of the co-operation extended by the Bankers of the Company, stakeholders, business associates, consultants, and various Government Authorities for their continued support extended to your Company''s activities during the period under review

The Board further take opportunity to place on record its deep appreciation for the committed efforts by the employees of Company at all the levels.

---

Mar 31, 2024

Your Directors have pleasure in presenting the 9th Annual Report of your Company together with the Audited Statement of Accounts and the Auditors’ Report of your company for the financial year ended, 31st March, 2024.

FINANCIAL SUMMARY AND HIGHLIGHTS (Am™ mt in nnn)
Particulars		Current year	Previous Year
Revenue from Operations		757488.50	717989.74
Other Income		6490.09	12230.07
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense		763978.59	730219.81
Less: Depreciation/Amortization/ Impairment		31169.23	32671.03
Profit /loss before Finance Costs, Exceptional items and Tax Expense		732809.36	697548.78
Less: Finance Costs		67616.95	63178.06
Less: Other Operating & Non-Operating Expenses		607382.86	619296.56
Profit /loss before Exceptional items and Tax Expense		57809.55	15074.17
Add/(less): Exceptional items		-	-
Profit /loss before Tax Expense		57809.55	15074.17
Less: Tax Expense	Current Tax	-	-
	Deferred Tax	6375.00	9516.80
Profit /loss for the year (1)		51434.55	5557.37

TRANSFER TO RESERVES IN TERMS OF SECTION 134 f3) (J) OF THE COMPANIES ACT. 2013

The Company has transferred INR 51434.55 Thousand under the head of Reserve and Surplus Account. The Reserve and Surplus Account as on 31^st March, 2024, stood at INR 25475.68 Thousand as compared to INR (25958.87) Thousand as on 31^st March, 2023.

FINAL DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances, has decided that it would be prudent, not to recommend any Dividend for the year under review.

INTERIM DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances, has decided that it would be prudent, not to recommend any Interim Dividend for the year under review.

STATE OF COMPANY’S AFFAIRS
i	Segment-wise position of business and its operations	During the year under review, the total Income of the Company was I NR 757488.50 Thousand against INR 717989.74 Thousand in the previous year which shows the increase in revenue by INR 39,498.76 Thousand. During the period, The Company has earned a Profit after tax of INR 51434.55 Thousand compared to INR 5557.37 thousand in the previous year.
ii	Change in status of the company	Company has not changed its status during the financial year.
iii	Key business developments	None
iv	Change in the financial year	None
V	Capital expenditure programmes	None
vi	Details and status of acquisition, merger, expansion, modernization and diversification	None
vii	Developments, acquisition and assignment of material Intellectual Property Riqhts	None
viii	Any other material event having an impact on the affairs of the company	None

MATERIAL CHANGES AND COMMITMENTS

Following material changes and commitments have occurred between the end of the financial year to which the financial statements relate and the date of this Report;

(i) The Company has received ISIN connectivity for its equity shares from NSDL and CDSL and the ISIN of the company is: INE0TE101010.

(ii) Company has been converted from Private Limited to Public Limited with effect from 20.06.2024.

(iii) The Company has accorded the approval from the shareholders on 01.07.2024 for an initial public offer of equity shares up to 37,70,000 (Thirty Seven Lakhs Seventy Thousand Only) equity shares as fresh issues of equity shares and up to 32,00,000 (Thirty Two Lakhs) equity shares as an offer for sale of equity shares. However your company is yet to file the offer documents with regulators.

DETAILS OF REVISION OF FINANCIAL STATEMENT OR ANNUAL REPORT

No revision of the financial statement or Annual report has been accorded during Financial Year 2023-24 for any of the three Preceding financial years.

SHARE CAPITAL STRUCTURE OF THE COMPANY:

a) Authorized Capital:

Rs. 230000000/- (Rs. Twenty Three Crore Only (in words)) divided into 23000000 Equity Shares of Rs. 10 /- each.

b) Issued Capital:

Rs. 212200000/- (Rs. Twenty One Crore Twenty Two Lac Only (in words)) divided into 21220000 Equity Shares of Rs. 10 /- each.

c) Subscribed and Paid-up Capital:

Rs. 212200000/- (Rs. Twenty One Crore Twenty Two Lac Only (in words)) divided into 21220000 Equity Shares of Rs. 10 /- each.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

BOARD OF DIRECTORS

The board of directors of the company duly constituted. Following Changes have been made during the year.

1. Mr. Shubham Girishbhai Barot has been resigned from the Company Secretary of the Company with effect from 01/02/2024.

2. Ms. Janki Raj has been appointed as the Company Secretary of the Company with effect from 01/02/2024.

3. Mr. Dhaval Maheshbhai Panchal as a Chief Financial Officer (CFO) of the Company with effect from 01/02/2024.

4. Mr. Dishank Nitin Babariya (DIN: 10499582) has been appointed as an Whole time director with effect from 22/02/2024.

5. Mr. Abhishek lleshkumar Shah (DIN: 10048431) has been appointed as an Independent Director with effect from 22/02/2024.

6. Ms. Drashti Laxmikant Solanki (DIN: 10136197) has been appointed as an Independent Director with effect from 22/02/2024.

7. Mr. Chintan Hemantkumar Joshi (DIN: 10513766) has been appointed as an Independent Director with effect from 22/02/2024.

8. Mrs. Gulabben Nitin Babariya (DIN: 06975120) has been resigned from the Director with effect from 22/02/2024.

9. Mr. Ashokbhai Dhanjibhai Babariya (DIN: 03363509) has been appointed as Chairman and Managing Director with effect from 22/02/2024.

APPOINTMENT OF INDEPENDENT DIRECTORS IN THE BOARD AND DECLARATION UNDER SECTION 149(6)

The Board of Directors of the Company hereby confirms that all the Independent directors duly appointed by the Company have given the declaration and they meets the criteria of independence as provided under section 149(6) of the Companies Act, 2013.

COMPOSITION OF AUDIT COMMITTEE

The provision of section 177 relating to Audit committee is not applicable on the company. CONSTITUTION OF NOMINATION AND REMUNERATION COMMITTEE

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company and hence the Company has not devised any policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

MEETINGS OF THE BOARD OF DIRECTORS The following Meetings of the Board of Directors were held during the Financial Year 2023-24:
SN	Date of Meeting	Board Strength	No. of Directors Present
1	06/04/2023	4	4

BOARD EVALUATION

The provision of section 134(3)(p) relating to board evaluation is not applicable on the company.

PARTICULARS OF EMPLOYEES

Provision related to the particulars of the employees employed by the company falling within Section

197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014 is not applicable to the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company

confirms that-

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistently and made

judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; ^^

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) Company being an listed/unlisted company, the said para is applicable and complied accordingly / not applicable.

(f) 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.

INTERNAL FINANCIAL CONTROLS

As per amended exemption notification for the private company under section 462 of the Companies Act 2013, there is no as such obligation on the Company to setup an Internal Financial Control system in the company.

REPORTING OF FRAUDS BY AUDITORS

For the Financial year 2023-24, the Statutory Auditor has not reported any instances of frauds committed in the Company by its Officers or Employees.

INFORMATION ABOUT SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANY

Company does not have any Subsidiary, Joint venture or Associate Company.

DEPOSITS

The company has not accepted deposits from public within the meaning of Section 73 of the Companies Act, 2013. Flowever, the company has accepted unsecured loan from its directors and relative of directors under sub rule 1 clause (C) sub clause (Viii) of rule 2 of Companies (Acceptance of Deposits) Rules 2014.

LOANS. GUARANTEES AND INVESTMENTS

The Company has not made / given / advanced any Loan, Guarantee and Investment during the financial year covered under section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company. Particulars of Transactions with Related party with noted on accounts forming part of the Financial Statements.

Further all the necessary details of transaction entered with the related parties as defined under Section 188 of the Companies Act, as defined under Section 2 (76) of the said Act are attached herewith in form no. AOC-2 as Annexure A for your kind perusal and information.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the Financial Year 2023-24, The Company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitution of Corporate Social Responsibility Committee.

However, the net profit of the Financial Year 2023-24 exceed the prescribed limit stipulated under Section 135 of Companies Act, 2013. Hence, the provision of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 shall be applicable in the financial year 2024-25.

ENERGY CONSERVATION. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are provided hereunder:

PARTICULARS	REMARKS
A) CONSERVATION OF ENERGY:
> the steps taken or impact on conservation of energy;	The Corporation is taking due care for using electricity in the office and its branches. The Corporation usually takes care for optimum utilization of energy. No capital investment on energy Conservation equipment made during the financial year.
> the steps taken by the company for utilizing alternate sources of energy;
> the capital investment on energy conservation equipments;
B) TECHNOLOGY ABSORPTION:
> the efforts made towards technology absorption;	Company is working on process development to improve production efficiency and yield for the existing products.
> the benefits derived like product improvement, cost reduction, product development or import substitution;	Would help in reduction of manufacturing cost.
> in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
(a) the details of technology imported:	The Company has imported FISE - 3 Heat Sealer M/c machinery.
(b) the year of import;	2021
(c) whether the technology been fully absorbed;	Yes
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; Not applicable since 5 years period is over	NA
> the expenditure incurred son Research and Development	None
(c) FOREIGN EXCHANGE EARNINGS AND OU	TGO:
> The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows	Foreign Exchange earned: Rs. 21,75,44,630/-Foreign Exchange outgo: NIL

RISK MANAGEMENT

Risks are events, situations or circumstances which may lead to negative consequences on the Company’s businesses. Risk management is a structured approach to manage uncertainty. A formal enterprise wide approach to Risk Management is being adopted by the Company and key risks will now be managed within a unitary framework. As a formal roll-out, all business divisions and corporate functions will embrace Risk Management Policy and Guidelines, and make use of these in their decision making. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. The risk management process in our multibusiness, multi-site operations, over the period of time will become embedded into the Company’s business systems and processes, such that our responses to risks remain current and dynamic.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism / Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The Policy has a systematic mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct or policy.

REGULATORY ACTION

There are no significant and material orders passed by the regulators or courts or Tribunals that could impact the going concern status and operations of the company in future.

STATUTORY AUDITORS AND THEIR REPORT

At the Annual General Meeting held on 30/09/2022, M/s. V U S A & ASSCOIATES LLP, Chartered Accountants (FRN No. 145378W) was appointed as statutory auditors of the company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2027.

However, M/s. V U S A & ASSCOIATES LLP, Chartered Accountants (FRN No. 145378W) has resigned as Statutory of the company with effect from 27.06.2024 and the board of directors has recommended to appoint M/s. A O Mittal & Associates, Chartered Accountants from Vadodara to fill the casual vacancy caused due to resignation of M/s. V U S A & Associates LLP, Chartered Accountants (FRN.: 0145378W) for the Financial Year 2024-25 forthcoming Annual General Meeting and being eligible offer themselves for re-appointment until the conclusion of (14^th of AGM) Annual General Meeting of the company to be held in the Year 2029.

Company has received certificate from the Auditors to the effect they are not disqualified to continue as statutory auditors under the provisions of applicable laws.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditor’s Report are self-explanatory.

SECRETARIAL AUDITORS

The Secretarial Audit is not applicable on the company as it is not covered under the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

COST RECORDS

The Company is required to maintain cost records as specified by Central Government under section 148(1) of the Companies Act, 2013 and accordingly such accounts and records are made and maintained by the Company.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016 (IBC)

No such process initiated during the period under review under the Insolvency and Bankruptcy Code, 2016 (IBC)

ANNUAL RETURN

As per MCA vide Notification dated 05.03.2021 The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 in Form MGT-9 is not required to be prepared from Financial Year 2020-21 onwards hence not applicable.

The Copy of Annual Return as required under section 134(3) of the Companies Act, 2013, is available on Company’s website i.e. www.3bfilms.com for the kind perusal and information.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressai) Act, 2013.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. The Company has a structured induction process at all locations and management development programs to upgrade skills of managers. Objective appraisal systems based on key result areas (KRAs) are in place for senior management staff.

The Company is committed to nurturing, enhancing and retaining its top talent through superior learning and organizational development. This is a part of our Corporate HR function and is a critical pillar to support the organization’s growth.

HEALTH. SAFETY AND ENVIRONMENT PROTECTION

Company’s Health and Safety Policy commits to comply with applicable legal and other requirements connected with occupational Health, Safety and Environment matters and provide a healthy and safe work environment to all employees of the Company.

SECRETARIAL STANDARDS

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

APPRECIATION AND ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Board places on record its appreciation for the support and cooperation, your company has been receiving from its Suppliers, Retailers, Dealers & Distributors and others associated with the Company. The Directors also take this opportunity to thank all Clients, Vendors, Banks, Government and Regulatory Authorities for their continued support.