3B Films Ltd

CIN update

• CIN updated on MCA portal following BSE listing; from L25200GJ2014PLC080685 to L22203GJ2014PLC080685.

AGM Details

• Date and time: 8 August 2026, 3:30 PM to 4:30 PM.
• Mode: physical meeting at Padra, Vadodara.
• Record date: 01 August 2026.

Key resolutions and outcomes

• Resolution 1 (Ordinary): Adopt audited financial statements for year ended Mar 31, 2026; ordinary.
• Resolution 2 (Ordinary): Re-appointment by rotation of Mukesh Dhanjibhai Babariya (DIN 06904399); passed; related-party votes invalid.
• Resolution 3 (Ordinary): Increase in authorised share capital and MOA alteration; passed.

Dividend

• Dividend: no dividend proposed or declared.

Director changes

• Director changes: Mukesh Dhanjibhai Babariya re-appointed by rotation.

Transaction details

• Target Company: 3B Films Limited.
• Disclosing Party: Dishank Nitin Babariya, promoter group.
• Transaction Type: Sale of 102,000 equity shares (0.41%).
• Pre-Transaction Holding: 8,84,370 shares (3.57%).
• Transaction Details: Sold 102,000 shares (0.41%) in open market on 06-08-2026.
• Post-Transaction Holding: 7,82,370 shares (3.16%).
• Date of Transaction: 06-08-2026.
• Share Capital Context: Before/After equity capital 2,47,72,000; diluted capital 2,47,72,000.

Disposal details

• Target: 3B Films Limited.
• Disclosing party: Harshaben Mukeshbhai Babariya, promoter group.
• Pre-holdings: 8,00,000 shares (3.23%).
• Disposed: 1,41,000 equity shares (0.57%) via open market on 06-08-2026.
• Post-holdings: 6,59,000 shares (2.66%).
• Capital pre/post: 2,47,72,000; diluted: 2,47,72,000.

AGM Details

• AGM held on 08 August 2026 from 3:30 pm to 4:30 pm at Vadodara.
• Mode: physical; e-voting window Aug 5–7, 2026.
• Attendees: 17 members.
• Chairman: Ashok Babariya (Chairman & MD).

Resolutions

• Adopt audited financial statements for year ended Mar 31, 2026 with reports.
• Re-appoint Mukesh Dhanjibhai Babariya by rotation.
• Increase authorised share capital and alter MOA capital clause.

Voting Status

• Voting results to be declared within two working days and uploaded on website.

Director Changes

• Mr. Mukesh Dhanjibhai Babariya to be re-appointed as director.

Disclosure details

• Target Company is 3B Films Limited.
• Disclosing Party: Dishank Nitin Babariya, promoter of 3B Films Limited.
• Transaction Type: Sale of 24,000 equity shares.
• Pre-Transaction Holding: 9,86,370 voting rights (3.98%).
• Transaction Details: 24,000 shares sold in open market on 04-08-2026 (0.096%).
• Post-Transaction Holding: 24,000 voting rights; encumbrances 9,62,370; diluted cap 3.884%.
• Date of Transaction: 04-08-2026.
• Share Capital Context: Pre-sale capital 7,72,000; Post-sale capital 7,72,000; diluted capital 9,62,370.

Target and disclosing party

• Target Company: 3B Films Limited.
• Disclosing Party: Dishank Nitin Babariya, promoter of 3B Films Limited.

Transaction details

• Transaction: Sale of 78,000 equity shares (0.31%), open market.
• Pre-Transaction Holding: 9,62,370 shares (3.884%) before the sale.
• Post-Transaction Holding: 8,84,370 shares (3.57%) after the sale.
• Date of transaction: 05-08-2026.
• Mode: Open Market; Instrument: Equity shares.

Capital context

• Equity share capital before/after: 2,47,72,000.
• Total diluted share/voting capital: 2,47,72,000.

AGM and Annual Report communications

• AGM for 2025-26 to be held at Padra Jambusar Highway, Vadodara, 3:30 PM IST.
• Web-link and exact path to the Annual Report will be sent to shareholders without registered emails.
• Cut-off date for unregistered email holders to receive links: 1 August 2026.
• Annual Report accessible at www.3bfilms.com/annual-report.php via Investor Relations sections.
• Company name shown as 3B Films Limited (formerly 3B Films Private Limited).
• Date of letter issuance: 20 July 2026; AGM notice issued 17 July 2026.

AGM details

• AGM date/time: Aug 8, 2026 at 3:30 PM, in-person at Vadodara venue.
• Record date for voting: Aug 1, 2026 (cut-off).

Ordinary business resolutions

• Adopt audited financial statements and reports of the board and auditors.

Director reappointment

• Reappointment of Mukesh Dhanjibhai Babariya as Non-Executive Director.

Special business

• Increase authorised share capital from Rs 52 crores to Rs 125 crores.
• Alter MOA Clause V to reflect new capital.

Financial performance

• Revenue from operations: ₹6,001.30 lakhs for FY2025-26.
• Total income: ₹6,198.54 lakhs; expenses: ₹5,986.98 lakhs.
• Profit before tax: ₹211.57 lakhs; net profit: ₹184.34 lakhs.
• EPS (basic and diluted): ₹0.74.
• Post-IPO paid-up capital rose to ₹24.77 crore (2,47,72,000 shares).
• FY2025-26 revenue declined versus prior year due to macro factors.
• IPO raised ₹33.75 crore; listed on BSE SME on 6 June 2025.
• Consolidated financial statements not prepared due to absence of subsidiaries.

Capital structure & shareholding

• Authorized share capital increased to ₹125 crore; Clause V amended to 12,50,00,000 shares.
• Post-IPO paid-up capital: ₹24.77 crore (2,47,72,000 shares).
• Top holders include Gulabben Babariya 18.31%, Mukeshbhariya 19.04%, Ashokbhariya 17.32%.
• All shares dematerialized as of 31 March 2026.
• Long-term borrowings ₹6,994.42 lakhs; short-term borrowings ₹3,051.75 lakhs.

IPO & listing

• IPO: 67,50,000 shares at ₹50; gross ₹33.75 crore; sale by selling shareholders.
• Listing on BSE SME on 6 June 2025; listing approval 5 June 2025.
• Market maker reserved 3,42,000 shares for market making.
• ISIN INE0TE101010; all shares dematerialized.

Operations & product

• Products: CPP and CPE films; thickness 15-250 microns.
• Year faced challenging environment with demand and input-cost volatility.
• R&D and sustainability initiatives ongoing to improve quality and efficiency.
• No change in core business.

Corporate governance

• Board met 15 times during the year.
• Drashti Solanki resigned as independent director on 31-Jul-2025.
• Mithil A. Babariya appointed Whole-time Director from 04-Sep-2025.
• Janki Raj resigned as Company Secretary on 15-Oct-2025; Urvi Poriya appointed 15-Oct-2025.
• Chintan Joshi resigned as independent director on 18-Feb-2026; Nabil Ansari appointed 18-Feb-2026.
• Urvi Poriya resigned as CS on 10-Mar-2026; Niki Tiwari appointed CS on 6-Apr-2026.

CSR & ESG

• CSR policy available on company website; CSR committee not applicable due to threshold.
• CSR expenditure for FY2025-26: NIL; CSR obligation ₹8.74 lakh.
• Reason for non-spend: due diligence and finding competent implementing agencies.
• Policy and projects disclosed on the website.

Audit & internal controls

• Statutory auditors: A O Mittal & Associates; Secretarial auditor: K H Rao & Co.
• Secretarial audit flagged CSR non-compliance and late filing of financial results.
• Internal financial controls are adequate and operating effectively.
• No pending litigations or long-term contracts causing losses.

Related parties & risk

• Related parties include 3B Flexipacks, Hans Export, Mars Engitech; various purchases and rentals.
• Related party disclosures filed; balances and terms explained in annexures.
• Risks identified: competition, market, workforce, policy, supply chain, compliance; mitigations described.