Notice of 19th Annual General Meeting

P. B. FILMS LIMITED CIN : L92100WB2007PLC119040 RO Add: 1st Floor, MMS Chamber, 4A, Council House Street, BBD Bagh, Kolkata-700001, West Bengal, India, Tele : 033-4503 2991, e-mail : pbfilms2007@gmail.com Web : www.pbfilms.in Date: 31.08.2026 Dept. of Corporate Services BSE Limited, Dalal Street, Mumbai. Dear Sir, Ref: Stock Code – 539352 – P. B. FILMSP LIMITED Sub: Submission of Notice of 19th AGM of the Company under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. ================================================= As required under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith Notice of 19th Annual General Meeting of the Company to be held on Friday, 25th September, 2026 for your reference and records. Kindly take the same on your record. Thanking you, Yours’ faithfully, For P. B. FILMS LIMITED SNEHA RAY MANAGING DIRECTOR DIN: 05294801 ADDRESS: 1st Floor, MMS Chamber, 4A, Council House Street, BBD Bagh, Kolkata-700001 Encl: As above P. B. FILMS LIMITED P. B. FILMS LIMITED CIN: L92100WB2007PLC119040 Registered Office: 1st Floor, MMS Chamber, 4A, Council House Street, BBD Bagh, Kolkata-700001, West Bengal, India. Tele : 033-4503 2991, e-mail: pbfilms2007@gmail.com Website: www.pbfilms.in NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the 19th Annual General Meeting (the “Meeting”) of P. B. Films Limited will be held on Friday, September 25, 2026 at 11:00 a.m. (IST) through Video Conferencing (“VC”)/ Other Audio Visual Means (“OAVM”), to transact the following business: **************************************************************************************** ORDINARY BUSINESS: 1. Adoption of Financial Statements To consider and adopt the Audited Financial Statement of the Company for the year ended 31st March, 2026 including Audited Balance Sheet, the Statement of Profit & Loss and Cash Flow Statement for the year ended on that date and the Reports of the Directors and the Auditors thereon. 2. Re-appointment of Ms. Sneha Ray (DIN: 05294801) as a director liable to retire by rotation To appoint a director in place of Ms. Sneha Ray (DIN: 05294801), who retires by rotation and being eligible, offers herself for re-appointment. SPECIAL BUSINESS: 3. To approve material related party transactions between the Company and M/s Nirmalkunj Merchandise Limited (NML), and, in this regard, to consider and if thought fit, to pass with or without modification(s) the following as an Ordinary Resolution: "RESOLVED THAT pursuant to the provisions of Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, (“SEBI Listing Regulations”), Section 188 of the companies act 2013 and other applicable provisions of the Companies Act, 2013 (“Act”) read with Rules made thereunder, other applicable laws/statutory provisions, if any, (including any statutory modification(s) or amendment(s) or re- enactment(s) thereof, for the time being in force), the Company’s Policy on Related Party Transactions, and subject to such approval(s), consent(s), permission(s) as may be necessary from time to time on basis of approval, recommendation of the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into Material Related Party Transaction(s) / Contract(s) / Arrangement(s) / Agreement(s) entered into / proposed to be entered into ( (whether by way of an individual transaction or transactions taken together or a series of transactions or otherwise), as mentioned in detail in the Explanatory Statement annexed herewith, between the Company and M/s Nirmalkunj Merchandise Limited (NML), a ‘Related Party’ of the Company, on such terms and conditions as may be mutually agreed between the Company and NML, for an aggregate value not exceeding Rs. 5 crores for a period commencing from the 19th Annual General Meeting upto the date of 20th Annual General Meeting of the Company to be held in the calendar year 2027, provided that such transaction(s) / contract(s) / arrangement(s) / agreement(s) is / are carried out at an arm’s length pricing basis and in the ordinary course of business. P. B. FILMS LIMITED RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to delegate all or any of the powers conferred on it to any Committee of Board of Directors and/or Managing/Whole-time Director(s) of the Company and to do all such acts and take all such steps as may be considered necessary or expedient to give effect to the aforesaid resolution. RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter referred to or contemplated in this resolution, be and are hereby approved, ratified and confirmed in all respects.” 4. To approve material related party transactions between the Company and M/s Premkunj Distributor Limited (PDL), and, in this regard, to consider and if thought fit, to pass with or without modification(s) the following as an Ordinary Resolution "RESOLVED THAT pursuant to the provisions of Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, (“SEBI Listing Regulations”), Section 188 of the companies act 2013 and other applicable provisions of the Companies Act, 2013 (“Act”) read with Rules made thereunder, other applicable laws/statutory provisions, if any, (including any statutory modification(s) or amendment(s) or re- enactment(s) thereof, for the time being in force), the Company’s Policy on Related Party Transactions, and subject to such approval(s), consent(s), permission(s) as may be necessary from time to time on basis of approval, recommendation of the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into Material Related Party Transaction(s) / Contract(s) / Arrangement(s) / Agreement(s) entered into / proposed to be entered into ( (whether by way of an individual transaction or transactions taken together or a series of transactions or otherwise), as mentioned in detail in the Explanatory Statement annexed herewith, between the Company and M/s Premkunj Distributor Limited (PDL), a ‘Related Party’ of the Company, on such terms and conditions as may be mutually agreed between the Company and PDL, for an aggregate value not exceeding Rs. 5 crores for a period commencing from the 19th Annual General Meeting upto the date of 20th Annual General Meeting of the Company to be held in the calendar year 2027, provided that such transaction(s) / contract(s) / arrangement(s) / agreement(s) is / are carried out at an arm’s length pricing basis and in the ordinary course of business. RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to delegate all or any of the powers conferred on it to any Committee of Board of Directors and/or Managing/Whole-time Director(s) of the Company and to do all such acts and take all such steps as may be considered necessary or expedient to give effect to the aforesaid resolution. RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter referred to or contemplated in this resolution, be and are hereby approved, ratified and confirmed in all respects.” For and on behalf of the Board P B Films Limited Sd/- Sneha Ray Managing Director DIN-05294801 Date: 18.08.2026 Place: Kolkata P. B. FILMS LIMITED NOTES 1. The Ministry of Corporate Affairs (‘MCA’), inter alia, vide its General Circular No(s). 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, and subsequent circulars issued in this regard, the latest being General Circular No. 03/2025 dated September 22, 2025 (collectively referred to as ‘MCA Circulars’), has p [Showing first 8,000 characters — download PDF for full document]