GB Global Ltd

Overview

• Scheme of Amalgamation by absorption between Transferor (listed) and Transferee (unlisted) sanctioned.
• Appointed Date for the scheme is 01 April 2024.
• NCLT order sanction received on 12 August 2026; copy received 14 August 2026.
• Transferor is a listed company; Transferee is an unlisted company; shares to be delisted.

Rationale

• Aim to reduce costs and improve governance via centralized control.
• Consolidate operations for efficiency and unlock long-term growth potential.
• Provide exit opportunities to eligible Transferor shareholders and streamline cash management.

Key terms

• Nature of transaction: Merger by absorption; Transferor merged into Transferee.
• Appointed Date: 01 April 2024.
• Related party: Transferor is a subsidiary of Transferee; not arm's length.
• Approvals: NCLT sanction; delisting process to be followed post-approval.
• Consideration structure: Rs 120 per Transferor share to public shareholders plus one Redeemable Preference Share per share.
• Valuation floor: Rs 78.94 per Transferor share; price may be higher.
• RPS: Rs 10 face value; 0.01% dividend; ten-year tenure.
• Liabilities of Transferor to be transferred to Transferee on effectiveness.
• Open offer forms part of the consideration.
• Delisting of Transferor shares to occur on completion.

Stakeholder impact

• Public shareholders receive Rs 120 per share plus RPS exit.
• Employees of Transferor automatically join Transferee with continuity.
• Liabilities transferred; creditor rights protected by the scheme.
• Public listing of Transferor will be delisted; not tradable.

Status & Next steps

• NCLT sanction order issued; scheme deemed absolute.
• Transferor dissolved; delisting and liability transfer to Transferee.
• INC-28 filing with ROC within 30 days.
• Next steps: implement delisting and exit process for public shareholders.

Financial results approved

• Unaudited standalone quarterly results for 30 June 2026 approved with limited review.
• Unaudited consolidated quarterly results for 30 June 2026 approved with limited review.

Merger regulatory update

• NCLT hearing held; final order reserved for merger with Dev Land & Housing Private Limited.

Director changes

• Appointment of Mr. Tushar Momaiyah as Non-Executive Independent Director; effective 17 July 2026.
• Brief profile: Tushar Momaiyah, B.Com, LLB; experienced in corporate laws and governance.
• Disclosure of relationships with other directors: Not Applicable.
• Resignation of Mr. Paresh Jain as Non-Executive Independent Director; effective 17 July 2026, due to personal/unavoidable reasons.
• Confirmation by Paresh Jain: no other material reasons beyond personal reasons.

Directors: appointments and resignations

• Mr. Tushar Momaiyah appointed Non-Executive Independent Director, effective 17 July 2026.
• Paresh Jain resigned as Non-Executive Independent Director, effective closing hours 17 July 2026.
• Brief profile: B.Com.; LLB; governance and regulatory compliance experience.

Dematerialisation processing

• Dematerialisation requests processed; confirmations issued to depositories.
• Securities dematerialised have been listed on the applicable stock exchanges.
• Physical certificates for dematerialisation were mutilated and cancelled after verification; ownership updated to the depository within timelines.

GB Global Ltd — Trading Window Closure from 01 July 2026 until 48 hours after the unaudited results for quarter ended 30 June 2026

Board meeting

• Board approved audited standalone and consolidated financial statements for year ended 31 March 2026.
• Board meeting held on 29 May 2026 and concluded at 9:30 p.m.
• Statutory auditors issued audit reports with modified opinion on the financial statements.

Secretarial auditor

• Appointment of M/s. Himesh Pandya & Associates as Secretarial Auditor.
• Effective date: 29 May 2026; term: FY 2025-26 to FY 2029-30.
• Reason: compliance with Companies Act, 2013 and SEBI listing requirements.
• Firm is a practicing company secretary firm, run by Mr. Himesh Pandya since 2016.

Other appointments

• Board also approved appointment of Cost Auditor for FY 2026-27.
• Board also approved appointment of Internal Auditor for FY 2026-27.

Board meeting

• Board approved audited standalone and consolidated financial statements for year ended 31 March 2026.
• Meeting also approved appointments of cost, secretarial, and internal auditors.
• Statutory auditors issued audit reports with modified opinion.
• Meeting held on 29 May 2026, from 3:30 p.m. to 9:30 p.m.

Internal auditor

• M/s. JVJ & Co. LLP appointed as internal auditor for FY 2026-27.
• Appointment effective 29 May 2026.
• Firm is a partnership of chartered accountants with over five years' audit experience.
• No relationship disclosure with directors or management was stated.

Cost auditor

• M/s. Pradip Mohanlal Damania appointed as cost auditor for FY 2026-27.
• Effective date: 29 May 2026; term: financial year 2026-27.
• Reason: statutory cost audit under Section 148 of the Companies Act, 2013.
• Firm registration number 101607; membership number 8625.
• Profile: independent cost accountant with experience in cost audits, statutory audits, costing, budgeting, and MIS reporting.
• Relationship disclosure: appointment is at arm’s length basis.

Board meeting

• Board approved audited standalone and consolidated financial statements for year ended 31 March 2026.
• Statutory auditors issued audit reports with modified opinion.
• Board also approved appointments of cost, secretarial, and internal auditors.