The Board considered and approved the following matters:

1. Increase in Authorised Share Capital

  • Approved increase of Authorised Share Capital from ₹6,25,00,000 (Rupees Six Crore Twenty Five Lakhs Only) to ₹16,75,00,000 (Rupees Sixteen Crore Seventy Five Lakhs only)
  • Subject to approval of Members of the Company
  • Requires consequent alteration of Memorandum of Association

2. Fundraising through Preferential Warrant Issue

  • In-principle decision to raise funds through issue and allotment of up to 1,16,14,250 (One crore Sixteen Lakhs Fourteen Thousand Two Hundred Fifty) warrants
  • Minimum price of ₹32.20 per warrant (including Premium)
  • Subject to Pricing Guideline of Chapter V of SEBI (ICDR) Regulations, 2018
  • Warrants carry right to subscribe to 1 Equity Share of face value ₹10 each per warrant
  • Conversion period: 18 months from date of allotment
  • 140 allottees identified for the preferential issue

3. Borrowing Limits Approval

  • Approved borrowing of monies in excess of prescribed limits under Section 180(1)(c) of Companies Act, 2013
  • Subject to approval by Shareholders of the Company

4. Investments, Loans, Guarantees and Security

  • Approved making Investments, Giving Loans, Guarantees and Security in excess of limits specified under Section 186 of Companies Act, 2013
  • Subject to approval by Shareholders of the Company

5. Registered Office Shift

  • Approved shifting of Registered Office within the same city from Plot No 102, Magazine Floor, PKT B, Sec 4, Bawana Dsidc, New Delhi-110039 to 325, IIIrd Floor, Aggarwal Plaza, Sector-14, Rohini, Delhi-110085

6. Shareholders' Agreement

  • Approved execution of Shareholders' Agreement between Pro CLB Global Limited and K Globs Digital Media Private Limited

7. Postal Ballot Notice

  • Approved notice of postal ballot incorporating proposed resolutions relating to:
  • Increase of Authorized Share capital
  • Issuance of Convertible warrants on preferential basis
  • Authorization to Board to Borrow Money
  • Authorization to Board to Make Investments, Give Loans, Guarantees and Security
  • Includes explanatory statements

8. Scrutinizer Appointment

  • Appointment of CS Rohit Bhatia, Practicing Company Secretary, as Scrutinizer for E-voting of Postal Ballot

Preferential Issue Details (Annexure - 1)

A. Type of Securities

Convertible warrants with right to subscribe to 1 Equity Share per Warrant for cash

B. Type of Issuance

Preferential Allotment

C. Total Securities

Up to 1,16,14,250 warrants at minimum price of ₹32.20 per warrant (including premium)

D. Allottee Details

140 allottees with detailed allocation as per the provided table. Major allottees include:

  • Mideast Healthcare Pvt Ltd: 700,000 warrants (4.19%)
  • Rajnikant Chandulal Shukla HUF: 650,000 warrants (3.89%)
  • Neeta Mandevia: 527,950 warrants (3.16%)
  • Shah Keval C: 402,661 warrants (2.41%)
  • Avni Kevalkumar Shah: 402,661 warrants (2.41%)
  • Hetalben Monil Vora: 500,000 warrants (2.99%)
  • Truptiben Nileshbhai Vora: 500,000 warrants (2.99%)

Warrant Conversion Terms

  • Warrant holders entitled to exercise warrants in one or more tranches within 18 months from allotment date
  • Minimum 25% of Warrant Issue Price payable at time of subscription and allotment
  • Balance 75% payable on exercise of Warrant(s)
  • Unexercised warrants after 18 months shall lapse with amount paid forfeited by Company
  • Price and number of Equity Shares subject to adjustments as permitted under applicable regulations

The meeting was digitally signed by Hemant Shantilal Mehta, Director (DIN: 05303980).