The Board of Directors of the Company take pleasure in presenting the 17^th Annual Report along with the
Audited Accounts for the Financial Year ended 31^st March, 2024.

1. FINANCIAL RESULTS:

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

(Rupees in'00)

2. OPERATION:

The year saw a challenging business environment with lower GDP growth and slowdown in consumption.
This resulted into a weakening consumer sentiment. During the period ended 31^st March, 2024, the profit
earned by the Company amounts to Rs. 118392 as compared to loss suffered in the previous year 31^st
March, 2023 which was Rs. 2443751.

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 2023-24.

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 is receiving Remuneration
from the Company.

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. 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. Mr. Dinesh Agarwal Kumar (DIN- 01255468)
resigned on 15.11.2024 from the post of Independent Director.

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. The Committee met 5 times in a year viz 21.05.2023, 10.08.2023,
30.08.2023, 02.11.2023 and 10.02.2024

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 1 time in a year viz 10.02.2024

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. The Committee met 1 time in a year viz 10.02.2024

9. NUMBER OF BOARD MEETINGS & ATTENDANCE OF DIRECTORS:

During the financial year under review, the Board of Directors had met 5 times viz 21.05.2023, 10.08.2023,
30.08.2023, 02.11.2023 and 10.02.2024

Board Meetings:

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 01.03.2024.

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. DIRECTOR'S 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. AUDITORS:-

There is no change in the Auditors of the Company during the year under review. M/s Beriwal and
Associates., Chartered Accountants, Surat (Firm Registration No. 327762E) acts as Statutory Auditors of
the Company

14. AUDITORS REPORT:

The observations / qualifications / disclaimers, if any, made by the Statutory Auditors in their report for
the financial year ended 31^st March 2024 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.

15. 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.

16. 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.

17. FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

18. 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, 2024. 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:

Company shall in future adhere to all the applicable laws and abide by the listing agreement entered by it with
BSE.

19. 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.

20. COMPANY'S 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 Company's website.

21. INTERNAL AUDITORS:

According to the recommendation of the Audit Committee, the Board had appointed Advocate Priyanshu
Kothari of the Company for the financial year 2023-24. The Internal Auditors were required to report to
the Audit Committee of the Board after conducting comprehensive audit of operations of the Company.

22. 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.

23. 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 Company's operations in future.

24. PARTICULARS OF LOAN, GUARANTEES OR INVESTMENT:

During the year, the Company has not given any loans, or guarantee or provided security as per Section
186 of the Companies Act, 2013. The details of 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, 2024.

25. 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.

26. 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.

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year 2023-24, there were no contracts or Arrangements entered into by the Company with
related parties. The policy on Related Party Transactions is available on the Company's website.

28. 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, 2024 and the Internal Financial Controls are operating
effectively.

29. 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 Company's 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.

30. CAUTIONARY STATEMENT:

Statement in the Board's report describing the Company's 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 Company's
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.

31. 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 Company's 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 Company's website.

32. 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.

33. 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.

34. SECRETARIAL STANDARD:

The Company has complied with provisions of Secretarial Standard - 1 and Secretarial Standard - 2
wherever applicable.

35. 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 Company's 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 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 Company's 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 Company's
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 Management's Discussion and Analysis detailing the Company's 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 Company's operations
include global and Indian demand-supply conditions, finished goods prices, stock availability and
prices, cyclical demand and pricing in the Company's 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.

36. 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
For P. B. FILMS LIMITED

PANKAJ AGRAWAL BIDHAN SARDAR SNEHA RAY

MANAGING DIRECTOR ADDITIONAL DIRECTOR ADDITIONAL DIRECTOR & MD (APPTD ON 15.11.2024)

DIN:00595868 DIN: 10464460 DIN:05294801

Date: 15.11.2024
Place: Kolkata