3B Films Ltd Directors Report

To,

The Members,

3B FILMS LIMITED

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 Companys financial performance for the year under review along with previous years figures is given hereunder

(Amount in INR Lakhs) Particulars	For the Financial Year ended 31st March, 2025	For the Financial Year ended 31st 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 Years 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

35.52.0 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

3.42.0 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 Companys 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 doesnt 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 Boards 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 Auditors 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 Companys 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 companys operations in future.

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys 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.

3B Films Limited

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 06th June, 2025. The Company got listing approval from BSE Limited (SME Platform] on 05th 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 Companys 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.

24. Number of meetings of the Board.

During the financial period 2024-25, the Board of Directors met 14 (Fourteen] times, the details of which are as under:

Sr. No.	Dates on which Board Meetings were held	Total Strength of the Board	No. of Directors Present
01	22-04-2024	8	8
02	07-06-2024	8	8
03	27-06-2024	8	8
04	28-06-2024	8	8
05	05-08-2024	8	8
06	02-09-2024	8	8
07	07-09-2024	8	8
08	15-09-2024	8	8
09	07-10-2024	8	8
10	15-10-2024	8	8
11	12-11-2024	8	8
12	10-02-2025	8	8
13	05-03-2025	8	8
14	10-03-2025	8	8

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.

3B Films Limited

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 peoples 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.

3B Films Limited

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 Companys transfer/ transmission of securities and redressal of shareholders / investors / security holders 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 Companys 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. Companys 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 Companys activities during the period under review

3B Films Limited

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.

For and on Behalf of the Board 3B FILMS LIMITED
Mr. Ashokbhai Dhanjibhai Babariya	Mr. Mukesh Dhanjibhai Babariya
Chairman & Managing Director	Director
DIN :03363509	DIN: 06904399
904, Milestone,	25/26, Santhivan Society,
B/H. New Bright Day School,	Varachharoad, Surat-395006, Gujarat, India
Vasna Bhayli Road,
Vadodara - 391410,
Gujarat India
Date: 04/09/2024
Place: Vadodara