P. B. Films Ltd Directors Report

To,

The Members,

P. B. Films Ltd

The Board of Directors of the Company take pleasure in presenting the 18^th Annual Report along with the Audited Accounts for the Financial Year ended 31^st March, 2025.

1. FINANCIAL RESULTS:

The Financial performance of the Company for the Financial Year ended 31^st March, 2024, is summarized below:

Particulars	Period/ year ended	Period/ year ended
	31.03.2025	31.03.2024
Total Revenue	3744.20	1878.83
Total expenses	(3609.01)	(1652.97)
Profit/ (loss) before tax	135.19	225.86
Profit/ (loss) after tax	82.63	118.39

2. OPERATION:

The year saw a challenging business environment with lower GDP growth and slowdown in consumption. This resulted into a weakening consumer sentiment. Though the Total Revenue of the Company is higher than the previous year, the Net Profit After Tax is lower than the previous financial year due to increase in spending by the Company which resulted into increase in expenditure for the revival of the Company.

3. DIVIDEND AND TRANSFER TO RESERVES:

No dividend was declared during the financial year under review and no amount was transferred to reserves during the year under review.

4. PUBLIC DEPOSITS:

During the year under review, the Company has neither invited nor accepted any deposit pursuant to Section 73 and Section 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. There are no unpaid and unclaimed deposits at the end of Financial Year 2024-25.

5. REPORT ON THE PERFORMANCE OF THE SUBSIDIARIES. ASSOCIATES & JOINT VENTURE COMPANIES:

The Company does not have any Subsidiary, Joint Venture & Associate Company.

6. PARTICULARS OF EMPLOYEES:

During the Financial Year, the Company does not have any employee who was in receipt of remuneration exceeding Rupees One crore and two lakh for the year or exceeding Rupees Eight Lakhs and Fifty Thousand per month or for any part of the year.

The Company is not required to give the ratio of the remuneration of each Director to the median remuneration of the employees of the Company and other details in terms of Sub-Section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as none of the Directors of the Company was paid any Remuneration from the Company for the Financial Year 2024-25.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Somnath Naskar (DIN: 10465573) and Mr. Bidhan Sardar (DIN: 10464460) are appointed as Additional Directors (Non-Independent and Non-Executive) and Ms. Nita Agarwal (DIN: 07092762) appointed as Additional Woman Director (Independent) on 09.11.2024. Their appointment was regularised in the 17^th Annual General Meeting held on 16.12.2024 Ms. Sangita Srivastav (DIN: 08126649) resigned from the post of Independent Woman Director on 12.11.2024.

Mr. Pankaj Agrawal (DIN: 00595868) resigned as Managing Director and Executive Director on 15.11.2024 effective from 16.11.2024. Ms. Sathi Kundu (DIN: 10837461) appointed on 15.11.2024 as Additional Woman Director (Independent) and Ms. Sneha Ray (DIN: 05294801) appointed on 15.11.2024 as Additional Executive Director and Managing Director. The appointment of Ms. Sathi Kundu (DIN: 10837461) as Independent Director and Ms. Sneha Ray (DIN: 05294801) as Managing Directors regularised in the 17^th Annual General Meeting held on 16.12.2024 Mr. Dinesh Agarwal (DIN- 01255468) resigned on 15.11.2024 from the post of Independent Director.

Mr. Deepak Agarwal resigned from the post of Chief Financial Officer with effect from 09.04.2025. Ms. Somdatta Chaudhuri is appointed as Chief Financial Officer and Key Managerial Personnel with effect from 26.07.2025. Mr. Ashish Kumar Goenka (DIN: 06985775) was appointed as Non-Executive Additional Director under Non-Promoter Category with effect from 09.04.2025.

Company has appointed Ms. Smriti Suhasaria (Membership No.: A36813) as Compliance Officer and Company Secretary with effect from 01.07.2024

The period under review witnessed multiple changes in the Board and Key Managerial Personnel. Accordingly, Company has also recomposed the Members of the Board and consequently also reconstituted all the Committees of the Board in compliance with the applicable provisions of the Companies Act, 2013 and applicable regulatory requirements.

8. COMMITTEES OF THE BOARD:

The Board has constituted Committees pursuant to provisions of Companies Act, 2013, and rules framed thereunder and as per the SEBI (LODR) Regulations, 2015.

The committees of the Board are Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee.

Audit Committee Meeting:

The Constitution of Audit Committee is as per the requirements of the Companies Act, 2013 and the SEBI (LODR), Regulations, 2015, wherever the provisions of SEBI LODR are applicable. The Committee met 7 times in a year viz 21.05.2024, 01.07.2024, 01.10.2024, 09.11.2024, 15.11.2024, 10.02.2025 and 31.03.2025

Stakeholders Relationship Committee:

The Constitution of Stakeholder and Relationship Committee is as per the requirements of the Companies Act, 2013 and the SEBI (LODR), Regulations, 2015. The Committee met 5 times in a year viz 21.05.2024, 01.07.2024, 01.10.2024, 09.11.2024 and 15.11.2024

Nomination and Remuneration Committee Meeting:

The Constitution of Nomination and Remuneration Committee is as per the requirements of the Companies Act, 2013 and the SEBI (LODR), Regulations, 2015, wherever the provisions of SEBI LODR are applicable. The Committee met 3 times in a year viz 21.05.2024, 09.11.2024 and 15.11.2024

9. NUMBER OF BOARD MEETINGS & ATTENDANCE OF DIRECTORS:

During the financial year under review, the Board of Directors had met 9 times viz 03.05.2024, 21.05.2024,

01.07.2024, 01.10.2024, 30.10.2024, 0911.2024, 15.11.2024, 01.02.2025 and 31.03.2025

In addition to the above and as required under Schedule IV to the Companies Act, 2013, 1(One) Separate

Meeting of Independent Directors was held on 10.02.2025.

10. EVALUATION OF BOARD:

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration committee by filling a structured questionnaire.

11. DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 134 (3) (c) of the Companies Act, 2013, your Directors confirm that:

i. In the preparation of the Annual Accounts for the year ended on 31^st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. 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 on 31^st March, 2024 and of the Loss of the Company for that period.

iii. The Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the Annual accounts on a going concern basis.

v. The Director have laid down proper internal financial controls to be followed by the company and that such financial controls are adequate and are operating effectively.

vi. The Director have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors that they meet the criteria of Independence pursuant to section 149(6) of the Companies Act, 2013 and Regulation 16(1) of the SEBI (LODR) Regulations, 2015.

13. SHARE CAPITAL:

There was no change in the authorized/issued or paid-up share capital of the company during the year.

14. SUBSIDIARY AND ASSOCIATE COMPANIES

During the year under review, the Company does not have any Subsidiary or Associate Company.

15. ANNUAL RETURN AND EXTRACT OF ANNUAL RETURN

As per provisions of Section 92 of the Companies Act, 2013 read with Rules made thereunder, a draft Annual Return of the Company is available on the website of the Company at www.pbfilms.in.

16. POLICY ON NOMINATION AND REMUNERATION

In compliance with the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has laid down a Nomination and Remuneration policy which has been uploaded on the Companys website at www.pbfilms.in.

The salient features of the NRC Policy are as under:

a. ) Setting out the objectives of the Policy

b. ) Definitions for the purposes of the Policy

c. ) Policy for appointment and removal of Director, KMP and Senior Management

d. ) Policy relating to the Remuneration for the Managerial Personnel, KMP, Senior Management Personnel & other employees.

17. INSURANCE:

All the properties of the Company including plant and machinery, stocks etc. have been adequately insured. The Company has also taken adequate insurance cover for loss of profit and Standing Charges.

18. AUDITORS:

M/s Beriwal and Associates., Chartered Accountants, Surat (Firm Registration No. 327762E) has tendered his resignation as Statutory Auditors of the Company on 26.07.2025. M/s M G S A & Company (Firm Registration Number: 022481C), Firm of Practicing Chartered Accountants appointed as Statutory Auditors of the Company to fill the casual vacancy caused by such resignation.

The approval of Members is sought to the appointment of M/s M G S A & Company (Firm Registration Number: 022481C), Firm of Practicing Chartered Accountants as Statutory Auditors in Casual Vacancy in this 18^th Annual General Meeting,

Further, on the recommendation of the Audit Committee, the Board of Directors of the Company have proposed the appointment of M/s M G S A & Company (Firm Registration Number: 022481C), Firm of Practicing Chartered Accountants as Statutory Auditors for the 1st term of 5 consecutive years, subject to the approval by the Members at this 18^th Annual General Meeting of the Company.

19. AUDITORS REPORT:

The observations / qualifications / disclaimers, if any, made by the Statutory Auditors in their report for the financial year ended 31^st March 2025 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. The Company has also received Consent and Eligibility Certificate from the said Auditors.

20. MATERIAL CHANGES AND COMMITMENTS. IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

In terms of the information required under Clause (l) of Sub-section (3) of Section 134, it is to be noted that Global pandemic Novel Coronavirus has significantly impacted the financial position and operating environment for the Company. Currently, Company is facing the heavy brink of the pandemic and trying to come out with the equation under which operations of the Company will be restored.

21. CONSERVATION OF ENERGY & TECHNOLOGY ABSORBTION:

Since the Company is not a manufacturing unit, provisions of Section 134 (3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption, are not applicable to the Company.

22. FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the period under review, there were no Foreign Exchange Earnings and Outgo.

23. SECRETARIAL AUDIT REPORT:

Pursuant to provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Hemant Sharma & Associates, Practicing Company Secretaries as Secretarial Auditors of the Company for the Financial Year ended 31^st March, 2025. The Company has obtained Secretarial Audit Report which is annexed as "Annexure 2" to this Report.

Explanation on Remark Made by Secretarial Auditor in his Report:

The suspension of the Company was revoked by the BSE as Company has submitted all the Compliance Documents and it is also assured by the Management that the Company shall in future adhere to all the applicable laws and abide by the listing agreement entered into by it with BSE.

24. ANNUAL SECRETARIAL COMPLIANCE REPORT:

As per BSE Circular LIST/COMP/12/2019-20 issued on 14^th May, 2019, it was clarified that the Regulation 24A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is not applicable to those Companies who have claimed exemption under Regulation 15(2) of SEBI (LODR) Regulations, 2015 and are not required to get the Annual Secretarial Compliance Report.

25. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

As per the recommendation of the Nomination & Remuneration Committee, the Board has framed a policy for selection and appointment of Directors and Senior Management Personnel including criteria for determining qualifications, positive attributes, independence etc., of a Director. As required by Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the prescribed details w.r.t. Policy of Directors Appointment is annexed as "Annexure - 3" to this report. However, presently, the Company is not paying remuneration or sitting fees (if applicable) to any of the Directors, Key managerial

Personnel and Senior Managerial Personnel of the Company. The Policy w.r.t. the same is available on Companys website.

26. INTERNAL AUDITORS:

According to the recommendation of the Audit Committee, the Board had appointed Advocate Priyanshu Kothari of the Company for the financial year 2024-25. The Internal Auditors were required to report to the Audit Committee of the Board after conducting comprehensive audit of operations of the Company.

27. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS PURSUANT TO SECTION 143(12) OF THE COMPANIES ACT, 2013:

During the year under review, there were no incidences of fraud reported by Auditors.

28. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations in future.

29. PARTICULARS OF LOAN, GUARANTEES OR INVESTMENT:

During the year, the Company has not given any loans, or guarantee or provided security in excess of the limits prescribed as per Section 186 of the Companies Act, 2013. The details of the Loans, Guarantees, or Investments made by the Company, as covered under the provisions of Section 186 of the Companies Act, 2013 are duly mention in the Notes to Accounts forming the part of Annual Financial Statements for the year ended 31^st March, 2025.

30. CORPORATE GOVERNANCE REPORT:

Pursuant to Regulation 15(2) of the SEBI (LODR) Regulations, 2015, the provisions of Regulation 17 to 27 and clauses (b) to (i) of Regulation 46(2) and Para C, D and E of Schedule V, are not applicable to the Company, as the Company is BSE SME listed. Further, the Company is not required to obtain Certificate for Non-disqualification of Directors.

31. CORPORATESOCIAL RESPONSIBILITY:

The Company has not developed and implemented any Corporate Social Responsibility Policy pursuant to the provisions of Section 135 of the Companies Act 2013 and relevant Rules framed thereunder as the said provisions were not applicable to the Company as the Company had incurred losses during the relevant period.

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year 2024-25, there were no contracts or Arrangements entered into by the Company with related parties. The policy on Related Party Transactions is available on the Companys website.

33. INTERNAL FINANCIAL CONTROLS:

The Board hereby reports that the Internal Financial Controls were reviewed by the Audit Committee and there were adequate Internal Financial Controls existed in the Company with respect to the Financial Statements for year ended on 31^st March, 2025 and the Internal Financial Controls are operating effectively.

34. RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed and also discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

35. CAUTIONARY STATEMENT:

Statement in the Boards report describing the Companys objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

36. VIGIL MECHANISM/WHISTLE BLOWER:

The Board of Directors have set up the Whistle Blower Policy i.e. Vigil Mechanism for Directors and Employees of the Company to report concerns about unethical behaviour, actual or suspected fraud, or violations of Companys Code of Conduct or Ethics Policy. It also provides for adequate safeguards against victimization of persons who use this mechanism and direct access to the Chairperson of the Audit Committee in exceptional cases. The detailed Vigil Mechanism Policy is available at Companys website.

37. PREVENTION OF SEXUAL HARASSMENT:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed there under. No complaints were received during the year under the said policy.

Further, necessary steps are being taken by the Board for complying with provisions of the said Act including constitution of Internal Complaints Committee as referred in the said Act.

The following table summarizes the complaint status of the Company under the POSH Act:

Particulars of Information	Number of Complaints
1. Number of Complaints of sexual harassment received during the year	NIL
2. Number of Complaints of sexual harassment disposed-off during the year	NIL
3. Number of Complaints of sexual harassment pending for more than ninety days	NIL

38. MAINTENANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not required by the Company and accordingly such accounts and records are not required to be made and maintained.

39. SECRETARIAL STANDARD:

The Company has complied with the provisions of applicable Secretarial Standards issued by The Institute of Company Secretaries of India.

40. STATUS UNDER INSOLVENCY AND BANKRUPCY CODE:

Reporting under Insolvency and Bankruptcy Code, 2016, as amended from time to time, is not appliable to the Company as there are no application or appeal filed under the said Act during anytime including during the period under review.

41. COMPLIANCE STATUS UNDER MATERNITY BENEFITS ACT, 1961

The Company has well defined Maternity Policy for its employees and is committed to provide all the benefits to its female employees so that the female employees of the Company shall return to the work after maternity leave. The Company is also committed to provide the environment suitable to the mother post utilization of maternity leaves and other benefits including child care facility for small kids within the organization so that the female employees can remain connected to their child even during the office time.

42. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT:

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements based on certain assumptions and expectations of future events. The Company, therefore, cannot guarantee that these assumptions and expectations are accurate or will be realized. The Companys actual results, performance or achievements can thus differ materially from those projected in any such forward-looking statements. The Company assumes no responsibility to publicly amend, modify or revise any forward looking statements, on the basis of any subsequent developments, information or events.

INDUSTRY

Textile Industry in general is passing through a challenging phase due to multiplicity of reasons beyond its control and trying to cope up with challenges under the grave market condition. However, this phase is likely to get over in couple of years and Company will again gain its momentum in the time to come. Further, Company is taking the futuristic view of the business and is under constant endeavor to improve the current condition in order to perform better.

MARKETING

The Company is planning marketing strategy in line with changing situation posed by novel coronavirus to increase the bottom line as well as turnover.

SWOT

Our strength is our determination, weakness is the low equity base, opportunities are multiples and threats are posed by the current and unprecedented economic conditions. Current situation posed by novel corona virus has changed the equations of business conduct and operations. It has become very difficult to operate in the current market which is facing drastic set back. However, we are dedicated towards the Company and presently working on the model suitable to the existing situation.

INTERNAL CONTROL

The Company has an internal control system, commensurate with the size of its operation. Adequate records and documents were maintained as required by laws. The Companys audit Committee reviewed the internal control system. All efforts are being made to make the internal control systems more effective.

SEGMENT WISE REPORTING

During the year under review, the Company has achieved all sales through one segment only and hence segment wise break up is not available.

RISKS AND CONCERNS

In any business, risks and prospects are inseparable. As a responsible management, the Companys principal endeavor is to maximize returns. The Company continues to take all steps necessary to minimize losses through detailed studies and interaction with experts.

HUMAN RESOURCES & INDUSTRIAL RELATIONS:

The industrial relations continued to be harmonious and cordial providing an atmosphere conducive to sustenance of growth and enhancement of value for shareholders. However, there are no employees in the Company.

CAUTIONARY STATEMENT

Statement in this Managements Discussion and Analysis detailing the Companys objectives, projections, estimates, expectations or predictions are "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include global and Indian demand-supply conditions, finished goods prices, stock availability and prices, cyclical demand and pricing in the Companys principal markets, changes in Government regulations, tax regimes, economic developments within India and the countries within which the Company conducts business and other factors such as litigations and labour negotiations.

43. ACKNOWLEDGEMENT:

The Board expresses its sincere thanks to all the employees, customers, suppliers, investors, lenders, regulatory and government authorities for their co-operation and support and look forward to their continued support in future.

By order of Board of Directors
Sneha Ray	Ashish Kumar Goenka
Managing Director	Additional Director
DIN:05294801	DIN:06985775
Date: 11.08.2025
Place: Kolkata