Key Details
Symbol (NSE): GBGLOBAL
Corporate Action: Scheme of Amalgamation (Merger by Absorption)
Record Date: Not Specified
Effective Date: The Appointed Date for the Scheme is 01 April 2024. The Order was pronounced on 12 August 2026 and received by the company on 14 August 2026.
Nature of Scheme: Merger by Absorption of a listed public company into an unlisted private company, resulting in a deemed delisting.
Entities Involved:
- Transferor Company (Demerged Entity): GB Global Limited (CIN: L17120MH1984PLC033553)
- Transferee Company (Resulting Entity): Dev Land & Housing Private Limited (CIN: U70100MH2006PTC161220)
Share Entitlement Ratio:
Since the Transferor Company is a subsidiary of the Transferee Company, no equity shares of the Transferee Company will be allotted for the shares held by the Transferee Company (99.93% holding). These shares will stand cancelled.
For the Eligible Members (public shareholders) of GB Global Limited:
- The Transferee Company shall pay ₹120 (Indian Rupees One Hundred and Twenty) per equity share (face value ₹10).
- The Transferee Company shall issue 1 (One) Redeemable Preference Share (RPS) of face value ₹10 each, as fully paid-up, for every 1 (One) Equity Share of face value ₹10 each held.
The RPS will carry a dividend of 0.01% per annum and have a tenure of ten years from the date of allotment, redeemable at face value.
Implied Capital Structure Impact:
The Scheme involves the cancellation of 5,00,00,000 equity shares of GB Global held by Dev Land & Housing. The paid-up capital of the Transferee Company will change based on the absorption of assets and liabilities, but a specific change in issued capital is not quantified in the document.
Post-Allotment Listing Plan:
The Transferee Company, Dev Land & Housing Private Limited, is an unlisted private company and will remain unlisted post-merger. The equity shares of GB Global Limited will be deemed delisted from BSE and NSE upon the scheme becoming effective.
Regulatory and Approval Status:
- NCLT Approval Status: Approved. The Order was passed by the NCLT Mumbai Bench on 12 August 2026.
- Shareholder Approval Status: The scheme was approved by the shareholders. 16 public shareholders holding 7,440 out of 33,143 public shares voted in favor; none voted against.
- SEBI/Stock Exchange Observations: SEBI, BSE, and NSE filed strong objections. BSE and NSE had previously refused to grant a No Objection Certificate (NOC) under SEBI LODR Regulations, citing non-compliance with Minimum Public Shareholding (MPS) norms and that the scheme constitutes a backdoor delisting bypassing SEBI (Delisting of Equity Shares) Regulations, 2021.
- Other Regulatory Reports: The Regional Director, Official Liquidator, and Income Tax Department filed reports with observations, to which the companies provided undertakings for compliance.
Financial Rationale:
The stated rationale for the merger includes:
- To reduce administrative and compliance costs and improve corporate governance.
- To achieve operational and management efficiency through centralized control.
- To streamline the organizational structure and eliminate operational inefficiencies.
- To improve cash management and provide access to increased cash flow for funding business opportunities.
- To create a single larger unified entity for increased operational efficiencies and synergies.
- To ensure effective revival of GB Global, which faced procedural difficulties post its Corporate Insolvency Resolution Process (CIRP).
- To provide an exit to eligible public shareholders at a fair value.
Impact on Shareholders:
The primary impact is the provision of an exit opportunity for public shareholders of GB Global. They will receive a cash consideration of ₹120 per share plus one RPS per share. The company clarifies that ₹120 is a floor price, and the delisting process under SEBI Regulations, including Reverse Book Building, will be followed to determine the final exit price, which will be the higher of the price discovered through that process or ₹120.