Date: July 07, 2026

Board Meeting Outcomes

This communication is a follow-up to previous letters dated July 11, 2025, and February 07, 2026, which informed about the Board's decision to approve a Scheme of Arrangement. The company has now received formal regulatory observations.

Regulatory & Compliance Update

The company received two key documents from the National Stock Exchange (NSE) on July 6, 2026:

  • An Observation Letter with "No adverse observations" (Ref: NSE/LIST/53630)
  • A letter conveying "No objection" in terms of Regulation 37 of the SEBI (LODR) Regulations, 2015

This "No Objection" allows the company to proceed with filing the draft Scheme of Arrangement with the National Company Law Tribunal (NCLT). The company has committed to abiding by all conditions stipulated in the Observation Letter.

Details of SEBI Observations (Included in NSE Letter)

The NSE's letter, referencing SEBI's communication dated July 02, 2026, lists numerous mandatory conditions for the company. Key requirements include:

  • Disclosing all ongoing adjudication, recovery proceedings, prosecutions, and enforcement actions against the company, its promoters, and directors to the NCLT and shareholders.
  • Ensuring all liabilities of the demerged undertaking are transferred to the resulting company (Morabia Creation Limited).
  • Ensuring financials used in the scheme and valuation report are not more than six months old.
  • Providing a comprehensive explanatory statement to shareholders including:
  • The need, rationale, synergies, and a cost-benefit analysis of the demerger.
  • The Valuation Report (dated February 02, 2026) and its Addendum (dated March 11, 2026).
  • The value of assets and liabilities being transferred and a pro-forma balance sheet for Morabia Creation Limited (MCL).
  • The scheme's impact on Globe Enterprises' (GEIL) revenue-generating capacity and future prospects.
  • Detailed financials for GEIL and MCL for FY 2023-24, 2024-25, and 2025-26 in a specified table format, covering Revenue, PAT, EBITDA, growth rates, EPS, and industry growth.
  • A clarification letter from the Statutory Auditor (dated June 24, 2026) on the accounting method for the demerger.
  • Details of lock-in shares and a related undertaking (dated June 29, 2026).
  • A No Objection Certificate (NOC) from all lending scheduled commercial banks/financial institutions/debenture trustees.
  • Mandating that new equity shares issued under the scheme be in demat form only.
  • Incorporating all SEBI/Stock Exchange observations into the petition filed with the NCLT.
  • Disclosing the NSE's No-Objection letter on the company's website within 24 hours of receipt.

Conditions for Listing of Morabia Creation Limited (MCL)

The listing of MCL's shares is contingent upon SEBI approval and the company satisfying several conditions, including:

  • Submitting an Information Memorandum with comprehensive disclosures akin to a public issue, containing a specific disclaimer clause.
  • Publishing a detailed advertisement in newspapers as per SEBI Circular dated June 20, 2023, referencing the online Information Memorandum.
  • Disclosing all material information about MCL to NSE on a continuous basis.
  • Incorporating specific clauses into the scheme itself:
  • Shares allotted will remain frozen in the depositories system until listing/trading permission is granted.
  • There shall be no change in MCL's shareholding pattern or control between the record date and listing.
  • Ensuring steps for listing are completed and trading commences within 60 days of receiving the NCLT order.

Validity and General Provisions

The NSE's Observation Letter is valid for six months from July 06, 2026 (i.e., until January 6, 2027). The company must file the scheme with the NCLT within this period. The NSE reserves the right to raise objections later if submitted information is found incomplete, incorrect, or misleading. The company must also file a compliance status report for each point of the Observation Letter via the NEAPS portal.