Pro CLB Global Responds to BSE Query on MOU Disclosure Delay with Sevenglow Lights

Pro CLB Global Limited has executed a strategic Memorandum of Understanding (MOU) with Sevenglow Lights Limited for equity participation and investment. The disclosure was made under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, on April 6, 2026.

BSE Query Response on Disclosure Delay

Following the MOU announcement, Pro CLB Global submitted a formal response to BSE Limited on April 7, 2026, addressing queries regarding delayed disclosure under Regulation 30. The company acknowledged an inadvertent delay in making the disclosure within the prescribed 24-hour timeline.

Response Parameter: Details Query Date: April 7, 2026 Response Authority: Hemant Shantilal Mehta, Director DIN: 05303980 Delay Reason: Internal administrative processes Corrective Action: Strengthened compliance mechanisms

The company clarified that the delay occurred due to internal administrative processes, including time taken for receipt of the duly executed MOU and subsequent internal evaluation to ascertain materiality and completeness of information required for disclosure.

Investment Structure and Shareholding

The MOU outlines a phased investment approach with specific shareholding targets and expansion provisions.

Investment Parameter: Details Initial Equity Stake: 36% (Thirty-Six Percent) Maximum Shareholding: Up to 100% (Hundred Percent) Investment Mode: Single or multiple tranches Structure: Phased manner subject to performance milestones

The investment will be undertaken through preferential allotment, rights issue, subscription to equity shares, or convertible instruments. Pro CLB may raise funds through equity issuance, debt financing, or hybrid instruments, all subject to compliance with applicable regulations.

Board Representation and Control Rights

The agreement establishes clear governance structures based on shareholding levels.

Shareholding Level: Board Rights Up to 36%: Right to appoint not less than one-third of total Board Directors Beyond 36% to 100%: Right to appoint majority of directors (more than 50%) Management Control: May assume control subject to applicable laws

Certain reserved matters will require Pro CLB's prior consent, including issue of further securities, borrowings beyond limits, related party transactions, change in business model, disposal of substantial assets, and appointment or removal of key managerial personnel.

Compliance Commitment and Future Measures

Pro CLB Global emphasized that there was no intent to withhold material information from the Exchange or investors. The company stated that disclosure was made promptly upon completion of internal processes and receipt of all requisite details to ensure accurate and complete dissemination of information. The company has strengthened its internal processes and compliance mechanisms to prevent future delays in regulatory disclosures.

Pro CLB Global Limited has issued a comprehensive postal ballot notice dated March 11, 2026, seeking shareholder approval for significant board restructuring and auditor appointment. The company has engaged Central Depository Services (India) Limited (CDSL) to facilitate electronic voting for all eligible shareholders.

E-Voting Schedule and Process

The electronic voting period is scheduled from March 14, 2026, at 9:00 AM (IST) to April 12, 2026, at 5:00 PM (IST). The company has appointed Mr. Rohit Bhatia, Practicing Company Secretary (Membership No. 67220 and COP No. 25126), as the scrutinizer for conducting the postal ballot process.

Parameter: Details E-voting Start: March 14, 2026, 9:00 AM (IST) E-voting End: April 12, 2026, 5:00 PM (IST) Cut-off Date: March 6, 2026 Results Declaration: By April 14, 2026 Scrutinizer: Mr. Rohit Bhatia (Membership No. 67220)

Board Appointments Under Consideration

The postal ballot encompasses five key resolutions, with four focusing on director appointments and one addressing statutory auditor selection.

Director Appointments

Item 1: Non-Executive Director Appointment Shareholders will vote on regularising Het Kalpeshkumar Shah (DIN: 11460553) as Non-Executive Director. Shah, aged 29 years, holds qualifications in inter CA, inter CS, Bachelor of Commerce, and Master of Commerce. He was initially appointed as Additional Director on January 15, 2026, for a five-year term ending January 14, 2031.

Independent Director Appointments Three resolutions seek approval for Independent Director positions:

Director: DIN Age Qualifications Appointment Date Ms. Khushi Rajendra Bhatt 06942484 35 years Company Secretary, B.Com, MBA (Finance) January 15, 2026 Mr. Hemant Shantilal Mehta 05303980 55 years Chartered Accountant January 15, 2026 Mr. Kalpesh Hasmukhbhai Vadodariya 11526443 40 years MBA (Sales), B.Com, ITI Certification February 18, 2026

All Independent Directors are proposed for five-year terms, with Ms. Bhatt and Mr. Mehta serving until January 14, 2031, and Mr. Vadodariya until February 17, 2031.

Statutory Auditor Appointment

The fifth resolution addresses the appointment of M/s. Shweta Jain & Co LLP (FRN: 127673W/W101149) as statutory auditors. This appointment follows the resignation of M/s. Bharat J Rughani and Co (FRN: 101220W) effective January 13, 2026, creating a casual vacancy under Section 139(8) of the Companies Act, 2013.

The new auditors will serve until the conclusion of the 32nd Annual General Meeting and will conduct statutory audit for the period ending March 31, 2026.

Compliance and Voting Instructions

In compliance with Ministry of Corporate Affairs and SEBI circulars, the company is conducting the postal ballot entirely through electronic mode. Only shareholders whose email addresses are registered with the company or depositories as of the March 6, 2026 cut-off date are eligible to participate.

The notice provides detailed instructions for various categories of shareholders, including individual demat holders, physical shareholders, and institutional investors. Members can access the voting platform through CDSL's website or their respective depository participant portals.

Results will be declared within two working days of the voting period's conclusion and will be available on the company's website at www.proclbglobal.com and BSE Limited's platform.

We’re building Scanx - to help you express your trading & investing idea, to help you analyse the markets better.

Stock Markets are the true indicator of the growth of any country's economy. We are bullish on India, we are bullish on India's prospects to be one of largest economies of the world. We believe that Stock Markets provide an unique opportunity for all Indians to participate in the growth story of India. We are enabling the same for Indians.

As financial services are becoming more accessible, there is now a large set of Indians today who are financially aware and literate. They value time and seek high quality products & services. Most screening, trading, investing platforms available today are more or less similar to each other, and they have not evolved with time. While both traders & investors have gotten smart about how they make money and build wealth, as users they have continued to use the same products, features, and platforms that were available for years with little or no innovation. We plan to change that - a technology-led platform built for super traders and long term investors.