Pro Clb Global Ltd

Beneficial owner update

• Corrigendum to the July 29, 2026 Postal Ballot Notice updates the identity of ultimate beneficial owners.
• Amends Explanatory Statement for Resolution No. 2; revisions relate to ownership identities of proposed allottees.
• The update lists post-shareholding details for each allottee, with Non-Promoter Category predominating.
• Notable large allotments include Mideast Healthcare Pvt Ltd: 700,000 shares, 4.19%.
• Rajnikant Chandulal Shukla HUF allotted 650,000 shares (3.89%).
• Neeta Mandevia: 527,950 shares, 3.16%.
• Sharat Kumar: 310,560 shares, 1.86%.
• Table includes numerous non-promoter natural persons and entities with precise post-shareholding.
• Original notice content remains unchanged except for these amendments.
• Read with the corrigendum and the original notice for full context.

Quarterly results snapshot

• Revenue from operations ₹29.58 lakh; total income ₹29.58 lakh for Q1 FY2026 (standalone).
• Expenses total ₹6.32 lakh; employee ₹2.10 lakh; other expenses ₹4.18 lakh; finance costs ₹0.04 lakh.
• Profit before tax ₹23.26 lakh; profit after tax ₹23.26 lakh; deferred tax credit ₹0.38 lakh.
• Earnings per share: basic ₹0.46; diluted ₹0.46; paid-up capital ₹510.30 lakh.
• Segment: Trading is the single reportable segment; auditor: unmodified opinion.

Standalone Q1 FY2026 results

• Standalone unaudited financial results for the quarter ended 30 June 2026 approved, with Limited Review Report.

Preferential issue overview

• Purpose: raise funds via convertible warrants preferential issue.
• Securities: warrants convertible to one equity share per warrant.
• Total warrants: up to 11,614,250 at Rs 32.20 per warrant.
• Aggregate raise: approx Rs 37.4 crore potential.
• Issue price: Rs 32.20 per warrant including premium.
• Tenure: 18-month exercise window; 1:1 warrant-to-share ratio.
• Payment terms: 25% upfront; 75% on exercise.
• Allottees: 140 proposed; 13 named with post-issue holdings disclosed.
• Notable post-issue: Keval Shah 2.41%, Avni Shah 2.41%, Adil Mirzan 0.75%.
• Typo correction: allottee name corrected; other terms unchanged.

Governance & approvals

• Authorised share capital increased to Rs 16.75 crore, subject to member approval.
• MOA/AOA: consequential alteration due to capital increase.
• Approvals: shareholder postal ballot for capital increase and warrants issuance.
• Compliance: pricing guidelines adherence under ICDR Chapter V.
• Monitoring: no monitoring agency appointed.
• Status: correction only; no material variation or cancellation of proposal.

Parties and objective

• PCGL and KGDMPL executed Strategic Investment, Share Subscription, and Shareholders' Agreement on 29 July 2026.
• KGDMPL becomes subsidiary; PCGL as Strategic Investor and Strategic Holding Company.
• Purpose: develop Kubera Now Media Network and related media businesses.

Key terms and funding

• PCGL may subscribe up to INR 30 crore in one or more tranches.
• Aggregate holding up to 90% of KGDMPL paid-up equity via fresh allotments.
• No fixed investment commitment; investment discretionary based on project and approvals.
• Use of funds: media expansion, broadcasting, Kubera Now, technology, content, marketing, working capital.
• Allotments require KGDMPL Board approval and compliance with applicable laws.
• Post-majority control, PCGL appoints majority directors, MD, CFO, Company Secretary; budgets approval.
• Reserved matters require PCGL consent (capital, share issues, borrowings, asset disposals, mergers, business objects).
• PCGL has pre-emptive and right of first refusal on future issuances.
• 3-year lock-in on existing promoters’ control without PCGL approval.
• Future funding: PCGL has first right to subscribe; KGDMPL cannot induct new investors without PCGL approval.

Governance and rights

• Related party status: not disclosed as related party; no explicit RPT designation.
• Governance: PCGL nominee directors required for quorum on Reserved Matters; control granted post-investment.

Disclosures and termination

• Regulatory approvals: subject to applicable laws (Companies Act, FEMA, etc.).
• Confidentiality: information exchanged to be kept confidential.
• Non-compete: KGDMPL promoters barred from competing Gujarati news platform during term and 2 years after.
• Termination: material breach allows termination after 30 days to cure; accrued rights unaffected.
• Dispute resolution: arbitration in Ahmedabad; governing law India.
• Entire agreement: supersedes MOUs dated 01 June 2026.
• Information rights: monthly MIS, quarterly financials, annual accounts, cash flow, budgets, project progress.

Board actions

• Authorised share capital increased from Rs 6.25 crore to Rs 16.75 crore, subject to member approval.
• Board proposes raising funds via up to 1,16,14,250 convertible warrants at Rs 32.20 per warrant.
• Each warrant entitles holder to subscribe to one equity share on exercise.
• Warrants exercisable within 18 months from allotment; pricing follows SEBI ICDR guidelines.
• Proposed allottees include 140 investors; list provided in annexure.
• Post allotment, select allottees hold up to 3.89% of equity.
• Shareholders' approval required; postal ballot notice issued detailing resolutions.
• Shareholders' Agreement with K Globs Digital Media Private Limited approved.
• Registered office moved within Delhi to Rohini, Sector-14 address.
• Scrutinizer appointed: Rohit Bhatia, CS, for e-voting postal ballot.

Board meeting reschedule

• Board meeting rescheduled to 29 July 2026.
• Original scheduled date: 27 July 2026.
• Reason: unavoidable circumstances cited for the rescheduling.
• Agenda items to be considered are not explicitly stated.
• No trading window update mentioned.
• This reschedule follows a meeting already held on 27 July 2026.

Rescheduling details

• New date: 27 July 2026.
• Original date: 23 July 2026.
• Rescheduled in continuance of the meeting held on 23 July 2026.
• Reason: unavoidable reasons.