To,
The Members,
3B FILMS LIMITED
Your Director's present the 12th Annual Report of the Company, together with
the Audited Financial Statements for the year ended on 31st March 2026.
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 Year ended 31st March, 2026 |
For the Financial Year ended 31st March, 2025 |
| Revenue from Operations |
6001.30 |
8530.75 |
| Other Income |
197.24 |
57.78 |
| Total Income |
6198.54 |
8588.53 |
| Less: Total Expenses |
5986.98 |
8006.07 |
| Profit / (Loss) before Tax |
211.57 |
582.46 |
| Less : Current Tax |
- |
- |
| (Less) / Add: Previous Year's Tax |
27.22 |
(77.33) |
| Profit / (Loss) for the year |
184.34 |
505.13 |
| EPS (Basic INR) |
0.74 |
2.38 |
| EPS (Diluted INR) |
0.74 |
2.38 |
1. State of company affairs and review of operations:
During the Financial Year ended 31st March, 2026, the Company has recorded
total revenue of INR 6198.54/- Lakhs as against INR 8,588.53/- Lakhs in the previous year,
During the reporting period the Company has earned Net Profit of INR 184.34/- Lakhs as
against INR 505.13/- 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 06th June, 2025. The Company got listing approval from BSE
Limited (SME Platform) on 05th June, 2025. The trading symbol of the Company is
‘3BFILMS'. Listing fees and the custodian charges to depositories, for the FY 2025-26
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 post- offer 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 31st
March, 2026. 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 31st
March, 2026 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 2025-26.
4. Transfer to reserves
Your Company has decided to transfer an amount of INR 184.34 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 10th Annual
General Meeting held on 25th 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 2025-26, 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.
(b) Statutory Auditors
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules made
thereunder; the company had appointed M/s. K H Rao & Co., Practicing Company Secretary
to undertake the Secretarial Audit of the Company for the financial Year ended March 31,
2026. The secretarial Report has been annexed as ‘Annexure A' to the Directors
‘Report.
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 2025-26 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 ‘B' 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 year under review, the paid-up share capital of the Company increased
pursuant to the Initial Public Offer (IPO).
The paid-up equity share capital of the Company stood at 21,22,00,000, comprising
2,12,20,000 equity shares of 10 each, as on 31st March, 2025. Following the successful
completion of the IPO, the paid-up equity share capital increased to 24,77,20,000,
comprising 2,47,72,000 equity shares of 10 each, as on 31st March, 2026.
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. 2113.33/- Lakh |
|
Foreign Exchange outgo: |
|
Rs. 1584.00/- 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) Resignation of Independent Director
Ms. Mital Devani, Non-Executive Independent Director of the Company, resigned from the
Board of Directors with effect from 30th May, 2026. b) Alteration of the Object
Clause of the Memorandum of Association The members of the Company approved, by way of a
Special Resolution passed at the Extraordinary General Meeting ("EGM") held on
27th June, 2026, the alteration of the Object Clause of the Memorandum of Association of
the Company by inserting the following new clause under the Main Objects:
2. To prepare, manufacture, process, market, trade, import, export, improve, sell and
deal in all kinds of agro/agri/food products including, but not limited to, spices,
oilseeds, grains, vegetables, herbs, pickles and other products derived from agricultural,
farming or allied activities.
c) Increase in Authorised Share Capital
The members of the Company also approved, by way of an Ordinary Resolution passed at
the Extraordinary General Meeting ("EGM") held on 27th June, 2026,
the increase in the authorised share capital of the Company. Consequently, Clause V of the
Memorandum of Association was substituted with the following clause:
"V. The Authorised Share Capital of the Company is 52,00,00,000 (Rupees Fifty-Two
Crore Only), divided into 5,20,00,000 (Five Crore Twenty Lakh) Equity Shares of 10
(Rupees Ten) each."
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, 2026, the Board of your Company comprises of 6 Directors including 1
Non-Executive Director and 2 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 2025-26, the Board of Directors met 15 (Fifteen) 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 |
14/04/2025 |
6 |
6 |
| 02 |
26/04/2025 |
6 |
6 |
| 03 |
28/04/2025 |
6 |
6 |
| 04 |
23/05/2025 |
6 |
6 |
| 05 |
24/05/2025 |
6 |
6 |
| 06 |
04/06/2025 |
6 |
6 |
| 07 |
17/06/2025 |
6 |
6 |
| 08 |
26/06/2025 |
6 |
6 |
| 09 |
27/06/2025 |
6 |
6 |
| 10 |
27/08/2025 |
5 |
5 |
| 11 |
04/09/2025 |
6 |
6 |
| 12 |
14/10/2025 |
7 |
7 |
| 13 |
15/10/2025 |
7 |
7 |
| 14 |
10/11/2025 |
7 |
7 |
| 15 |
18/02/2026 |
6 |
6 |
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 C.
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
‘D' 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 31.03.2026 comprises of:
3B Films Limited
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 (Upto
18/02/2026) Ms. Mital Devani - Independent Director, Member of the Committee (from
18/02/2026) Mr. Ashokbhai Dhanjibhai Babariya Managing Director, Member of the Committee
Two (2) meetings of the Committee were held during the period ended 31st March, 2026 on
04-09-2025, 14-10-2025 detailed as under:
| Names of Members |
No. of meetings attended |
| Mr. Abhishek Ileshkumar Shah |
2 |
| Mr. Chintan Hemantkumar Joshi (Upto 18/02/2026) |
2 |
| Mr. Ashokbhai Dhanjibhai Babariya |
2 |
| Ms. Mital Devani (from 18/02/2026) |
0 |
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 (Upto
18/02/2026), Mr. Mukesh Dhanjibhai Babariya Non Executive Director, Member of the
Committee, Mrs. Mital Devani- Independent Director, Member of the Committee (from
18/02/2026)
The Committee met on 04/09/2025 and 14/10/2025, 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 all 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 (Upto
18/02/2026), Mr. Ashokbhai Dhanjibhai Babariya Managing Director, Member of the Committee,
Mrs. Mital Devani- Independent Director, Member of the Committee (from 18/02/2026)
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 14/10/2025, 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 ‘E' 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. 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.
36. 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
non-mandatory 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.
37. Details of application under the insolvency and bankruptcy code, 2016
There is nothing to report under this for the year under review.
38. Details on one time settlement
There is nothing to report under this for the year under review.
39. 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.
| 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, |
Varachha road, Surat-395006, Gujarat, India |
| Vasna Bhayli Road, |
|
| Vadodara 391410, |
|
| Gujarat India |
|
| Date: 02/07/2025 |
|
| Place: Vadodara |
|
