BSECompany Update5d ago · 14 Aug 2026, 06:58 pm

Intimation regarding the order passed by the Hon''ble National company Law Tribunal Mumbai bench

GB Global Ltd · 533204

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GB Global Ltd has received approval from the National Company Law Tribunal (NCLT) for its Scheme of Merger by Absorption with Dev Land and Housing Private Limited. The Scheme aims to amalgamate GB Global Ltd with Dev Land and Housing Private Limited, with the Appointed Date being 01.04.2024.

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Earnings Impact5/10
Growth Catalyst6/10
Governance Concern2/10
Regulatory Risk3/10
Balance Sheet Risk4/10
Liquidity Impact7/10
Market Sentiment5/10

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GB Global Ltd - 533204 - Announcement under Regulation 30 (LODR)-Scheme of Arrangement

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14th August, 2026 To, To, The Manager The Manager Listing Department Listing Department The Bombay Stock Exchange Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, Block-G, Dalal Street, Fort, Bandra Kurla Complex, Bandra (E) Mumbai - 400 001 Mumbai - 400 051 Scrip code: 533204 Symbol: GBGLOBAL Dear Sir / Madam, Sub: Intimation regarding the order passed by the Hon’ble National Company Law Tribunal, Mumbai Bench). This disclosure is being made pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of the Order passed by the Hon’ble National Company Law Tribunal, Mumbai Bench (“NCLT”) on 12t August, 2026 and in respect of the Scheme of Merger by Absorption between GB Global Limited (Transferor Company) with Dev Land and Housing Private Limited (Transferee Company). The Hon’ble NCLT, Mumbai Bench, has pronounced its Order approving the Scheme of Merger by Absorption between GB Global Limited (Transferor Company) and Dev Land and Housing Private Limited (Transferee Company). The Company has received a copy of the said Order from its Counsel and through email communication from the Hon’ble NCLT on 14t August, 2026. Kindly take the above on record and oblige. Thanking you. Yours faithfully, For GB GLOBAL LIMITED Digitally signed by VIJAY VIJAY THAKORDAS tHAKORDAS THAKKAR THAKKAR Date: 2026.08.14 18:08:13 +05'30' Vijay Thakkar Chairman & Managing Director DIN: 00189355 Encl: as above GB GLOBAL LIMITED IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-1 CP (CAA) NO. 6/MB/2026 CA (CAA) NO. 219/MB/2025 In the matter of the Companies Act, 2013; In the matter of Section 230-232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamation) Rules, 2016, In the matter of Scheme of Amalgamation between GB GLOBAL LIMITED, (“Petitioner Company No. 1/Transferor Company”’) WITH DEV LAND & HOUSING PRIVATE LIMITED, (“Petitioner Company No. 2/Transferee Company”); GB GLOBAL LIMITED (CIN: L17120MH1984PLC033553) ...Petitioner Company No. 1/Transferor Company WITH DEV LAND & HOUSING PRIVATE LIMITED (CIN: U70100MH2006PTC161220) ... Petitioner Company No. 2/Transferee Company IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-T CP (CAA) NO. 6/MB/2026 IN CA (CAA) NO. 219/MB/2025 (collectively referred to as “Petitioner Companies™) Order pronounced on 12.08.2026 Coram : Shri Prabhat Kumar Shri Sushil Mahadeorao Kochey Hon’ble Member (Technical) Hon’ble Member (Judicial) Appearances: For the Petitioner Companies : Adv. Rohan Kadam. For NSE : Adv. Nausher Kohli For BSE : Adv. Abay Chauhan For SEBI : Adv. Komal Shah For RD WR, MCA : Adv. Gaurav Jaiswal ORDER 1. The present Company Scheme Petition has been filed in the matter of the Scheme of Amalgamation between GB GLOBAL LIMITED (hereinafter referred to as “Petitioner Company No. 1/Transferor Company”) with DEV LAND & HOUSING PRIVATE LIMITED (hereinafter referred to as the “Petitioner Company No. 2/Transferee Company”) [Petitioner Company No. 1/Transferor Company and Petitioner Company No. 2/Transferee Company are collectively referred as “Petitioner Companies”] and their respective shareholders and creditors (hereinafter referred to as “Scheme”) under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. 2. Petitioner Company No. 1/Transferor Company bearing CIN: L17120MH1984PLC033553, was incorporated on 25.07.1984 under the provisions of Companies Act 1956 having its registered office address at 10® Floor, Dev Plaza, Opp Andheri Fire Station, S V 2|Page IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-T CP (CAA) NO. 6/MB/2026 IN CA (CAA) NO. 219/MB/2025 Road, Andheri (west), Mumbai, Maharashtra —400058. It is engaged in the business of real estate development and infrastructure, manufacture of textile and sale of garments. Petitioner Company No. 2/Transferee Company bearing CIN: U70100MH2006PTC161220, was incorporated on 19.04.2026 under the provisions of Companies Act, 1956 having its registered office address at 10" Floor, Dev Plaza, Opp Andheri Fire Station, S V Road, Andheri (west), Mumbai, Maharashtra - 400058. It is engaged in the business of real estate activities with own or leased property. The business includes buying, selling, renting and operating of self- owned or leased real estate such as apartment building and dwellings, non-residential buildings, developing and subdividing real estate into lots etc. The registered offices of the Petitioner Companies are situated in Maharashtra and are within the territorial jurisdiction of the Tribunal. The Applicant Companies submits that the Board of Directors of the First Applicant Company and Second Applicant Company have approved the Scheme of Amalgamation by passing board resolution dated 28.02.2025. The Board of Directors of the First Applicant Company and Second Applicant Company had amended the Scheme of Merger in their Board Meeting held on 21.03.2025. Further, the Board of Directors of the First Applicant Company and Second Applicant Company had again amended the Scheme of Merger with or without modifications in their Board Meeting held on 24.07.2025. Further, the Board of Directors of the First Applicant Company and Second Applicant Company had again amended the Scheme of Merger with minor amendments in their Board Meeting held on 14.08.2025. The Learned Counsel for the Applicant Companies submits that the Appointed Date for the Scheme is 01.04.2024. The Rationale for the proposed Scheme is as under: 3|Page IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-T CP (CAA) NO. 6/MB/2026 IN CA (CAA) NO. 219/MB/2025 3.1. It is proposed to absorb GB Global into DLH by virtue of the Scheme, as a result of which the following benefits shall, inter alia, accrue to the respective shareholders and stakeholders of the combined entity: i To reduce administrative and compliance cost and improve corporate governance; To achieve operational and management efficiency by virtue of centralized control; iii. To streamline of organizational structure for eliminating inefficiencies in operations; Improve cash management, and provide access to increased cash flow generated by the combined business which will enable the Transferee Company to fund business opportunities thereby growing into a larger and stronger entity,; The absorption will result in creation of a single larger unified entity in place of separate entities thus resulting in increased operational efficiencies and fostering effective synergies. vi. Consolidation of the business, leading to synergies of operations and resulting in the expansion and long-term sustainable growth, which will enhance value for various stakeholders of the Transferee Company; vii. Seamless implementation of policy changes, reduction in the multiplicity of legal and regulatory compliances and costs rationalization resulting in improvement in shareholder returns; and Vviii. Pooling of knowledge and expertise of both the Parties and align with the business plans to meet long-term objectives. 4|Page IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-T CP (CAA) NO. 6/MB/2026 IN CA (CAA) NO. 219/MB/2025 To ensure effective revival oft he Transferor Company which is marred by various procedural and technical difficulties in the implementation of the resolution plan faced by the company with the stock exchanges and this merger will enable optimization of business of the Transferor Company. To give exit to Eligible Member at a fair value. Xi. This merger will enable faster revival of the Transferor Company and enhanced cost efficiency. Xii. As a result of the absorption, the business's activities will be merged, which will lead to the growth of the combined business and the production of more value for all stakeholders, includ [Showing first 8,000 characters — download PDF for full document]