Financial Results Approval

The Board of Directors, on the recommendation of the Audit Committee, approved the Audited Financial Results of the Company for the quarter and financial year ended March 31, 2026. The statutory auditors, M/s. A O Mittal & Associates, issued an unmodified audit report on these results.

Key Financial Figures (Standalone, in INR Lakhs):

  • Revenue from Operations (FY26): ₹6,001.30 lakhs (compared to ₹8,530.75 lakhs in FY25)
  • Other Income (FY26): ₹197.24 lakhs (compared to ₹57.78 lakhs in FY25)
  • Total Income (FY26): ₹6,198.54 lakhs (compared to ₹8,588.53 lakhs in FY25)
  • Profit Before Tax (FY26): ₹211.57 lakhs (compared to ₹582.46 lakhs in FY25)
  • Profit After Tax (FY26): ₹184.35 lakhs (compared to ₹505.13 lakhs in FY25)
  • Earnings Per Share (Basic & Diluted, FY26): ₹2.38 (face value of ₹10 each)

Balance Sheet Highlights (as of March 31, 2026):

  • Share Capital: ₹2,477.00 lakhs
  • Reserves and Surplus: ₹2,840.85 lakhs
  • Total Equity: ₹5,317.85 lakhs
  • Long-Term Borrowings: ₹6,994.42 lakhs
  • Total Assets: ₹18,038.72 lakhs

Director Resignation

Ms. Mital Dipen Devani (DIN: 11311899) resigned from the post of Non-Executive and Independent Director with effect from close of business hours on May 30, 2026. She confirmed no material reasons other than personal commitments and pre-occupation. She also stepped down from membership of the Audit Committee, Nomination and Remuneration Committee, and Stakeholder Relationship Committee. She held no directorships in any other listed entities.

Increase in Authorized Share Capital

The Board approved increasing the Authorized Share Capital from ₹25,00,00,000 (Rupees Twenty Five Crores Only) divided into 2,50,00,000 equity shares of ₹10 each to ₹52,00,00,000 (Rupees Fifty Two Crores Only) consisting of 5,20,00,000 equity shares of face value ₹10 each. This is subject to shareholder approval at the ensuing Extraordinary General Meeting (EGM).

Acquisition of 3B Flexipacks Private Limited

The Board approved the acquisition of 3,58,000 equity shares (99.99% shareholding) of 3B Flexipacks Private Limited for a total purchase consideration of ₹26,02,66,000 (Rupees Twenty Six Crore Two Lakhs Sixty Six Thousand Only) at a price of ₹727 per equity share (including security premium of ₹717 per share).

Consideration Structure:

  • The consideration will be discharged through issuance and allotment of up to 1,27,64,394 fully paid-up equity shares of the Company having face value of ₹10 each at a price of ₹20.39 per equity share (including a security premium of ₹10.39 per share) to the shareholders of 3B Flexipacks Private Limited.
  • The price is determined in accordance with SEBI ICDR Regulations for consideration other than cash (share swap).
  • Post-acquisition, 3B Flexipacks will become a wholly-owned subsidiary of 3B Films Limited.

Details of 3B Flexipacks Private Limited:

  • Business: Manufacturing of flexible containers with/without lids from different polymers/plastics for food and non-food packaging
  • Authorized Share Capital: ₹40,00,000 divided into 4,00,000 shares of ₹10 each
  • Paid-up Share Capital: ₹35,80,000 divided into 3,58,000 shares of ₹10 each
  • Turnover (FY25): ₹5,17,84,225
  • Date of Incorporation: July 6, 2015
  • Country of Presence: India
  • Historical Turnover: ₹3,30,62,400 (FY23), ₹3,96,24,171 (FY24), ₹5,17,84,225 (FY25)

Transaction Rationale: The acquisition aims to consolidate the strategic group's manufacturing operations under the listed entity and achieve vertical integration in the manufacturing chain. The transaction is expected to result in operational synergies, improved efficiencies, and enhanced growth opportunities.

Conversion of Unsecured Loans into Equity

The Board approved the execution of a Supplementary Loan Agreement providing for conversion of unsecured loans into equity from persons belonging to promoter and non-promoter categories. This is subject to shareholder approval at the EGM and relevant stock exchanges.

Preferential Allotment Details:

  • Number of Shares: Up to 1,34,18,341 equity shares of face value ₹10 each
  • Issue Price: ₹20.39 per share (including security premium of ₹10.39 per share)
  • Allottees: Ashokbhai D Babariya, Gulabben Nitin Babariya, Mukesh Dhanjibhai Babariya, RFBL Flexipack Limited, Jasumatiben Jiteshbhai Kachhadiya
  • Pre-issue Shareholding: 2,47,72,000 shares
  • Post-issue Shareholding: 5,09,54,735 shares

Alteration of Memorandum of Association

The Board approved alteration of the object clause of the Memorandum of Association, subject to shareholder approval. The new clause adds: "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, oil seeds, grains, vegetables, herbs, pickles and other items derived from agricultural, farming or relevant activities."

Incorporation of UAE Wholly Owned Subsidiary

The Board approved the incorporation of a wholly owned subsidiary in the United Arab Emirates.

Extraordinary General Meeting (EGM) Details

The Board fixed Saturday, June 27, 2026 at 2:00 PM as the date and time for the EGM to be held at the corporate office: Block No 1241-1244, Padra Jambusar Highway, Masar, Padra, Vadodara 391421, Gujarat, India.

E-voting Details:

  • Scrutinizer: M/s. K H Rao & Co, Practicing Company Secretary
  • E-voting Period: June 24, 2026 (9:00 AM) to June 26, 2026 (5:00 PM)
  • Cut-off Date: June 20, 2026
  • Members attending the EGM who haven't voted remotely can vote during the meeting

Meeting Duration

The board meeting started at 6:00 PM and concluded at 7:00 PM on May 30, 2026.