3B Films Ltd Directors Report

To,

The Members of 3B FILMS LIMITED

(Formerly known as 3B Films Private Limited)

Sf 220 Pancham Icon, Besides D-Mart, Vasna Road Vadodara - 390007 Gujarat

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 (Amount in 000)

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 (3) (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
2	29/04/2023	4	4
3	16/06/2023	4	4
4	01/07/2023	3	3
5	21/08/2023	3	3
6	30/09/2023	3	3
7	30/10/2023	3	3
8	03/11/2023	3	3
9	01/12/2023	4	4
10	16/01/2024	4	4
11	27/01/2024	4	4
12	22/02/2024	8	8
13	28/02/2024	8	8

PRESENCE/ATTENDANCE OF DIRECTORS IN THE MEETINGS

SN	Name of Director	Board Meeting			Committee Meeting			AGM
		No of Meeting held	No of Meeting attended	%	No of Meeting held	No of Meeting attended	%
1	GULABBEN NITIN BABARIYA	13	11	84. 62	0	0	0	Yes
2	MUKESH DHANJIBHAI BABARIYA	13	13	100 .00	0	0	0	Yes
3	ASHOKBHAI DHANJIBHAI BABARIYA	13	13	100 .00	0	0	0	Yes
4	KUNAL MULJIBHAI DESAI	13	3	23. 08	0	0	0	NA
5	SHUBHAM GIRISHBHAI BAROT	13	3	23. 08	0	0	0	NA
6	CHINTAN HEMANTKUMARJOSHI	13	2	15. 38	0	0	0	NA
7	DISHANK NITIN BABARIYA	13	2	15. 38	0	0	0	NA
8	DRASHTI LAXMIKANT SOLANKI	13	2	15. 38	0	0	0	NA
9	ABHISHEK ILESHKUMAR SHAH	13	2	15. 38	0	0	0	NA
10	JANKI RAJ	13	2	15. 38	0	0	0	NA
11	PANCHAL DHAVAL MAHESHBHAI	13	2	15. 38	0	0	0	NA

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 multi- business, 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.

Date	07/09/2024
Place	Vadodara