NCLT Approves Merger: GB Global to be Absorbed by Dev Land & Housing Private Limited
The National Company Law Tribunal (NCLT) has approved the Scheme of Merger by Absorption between GB Global Limited (the Transferor Company) and Dev Land and Housing Private Limited (Transferee Company). The merger, which was sanctioned by the NCLT, signals a significant consolidation in the real estate and infrastructure sectors.The approval confirmed that GB Global Limited will be merged into Dev Land and Housing Private Limited. This absorption results in GB Global’s equity shares being deemed delisted from stock exchanges, as per applicable regulations.
Key Details of the Merger
Under the approved scheme, which was pronounced by the NCLT on August 12, 2026, comprehensive details regarding shareholder consideration and corporate governance were established:| Metric | Detail |
|---|---|
| Transferor Company | GB Global Limited |
| Transferee Company | Dev Land & Housing Private Limited |
| Merger Type | Absorption by Merger |
| Valuation per Equity Share (GB) | INR 78.94/- |
| Payment to Eligible Members | INR 120/- per equity share (against face value of INR 10/-) |
| New Issue for Shareholders | One Redeemable Preference Share (RPS) at INR 10/- face value for every one Equity Share held by eligible members. |
The consideration framework ensures a fair exit opportunity for Eligible Members of the Transferor Company, other than the Transferee Company. The RPS issued to these members carries a dividend rate of 0.01% per annum and is ten years in tenure, repayable at face value.
Operational and Financial Outcomes
The merger aims to achieve several strategic benefits, including streamlining organizational structure, improving cash management through centralized control, and fostering operational synergies between the combined entities. The absorbed entity will also ensure an effective revival of GB Global Limited by optimizing its business operations.Upon the Scheme’s implementation:
- Business Consolidation: The merger leads to a consolidation of businesses, aimed at generating greater value for all stakeholders in the consolidated entity.
- Employment Continuity: All employees of the Transferor Company who were employed on the Effective Date will become employees of the Transferee Company, without any interruption in service and on terms no less favorable than those previously provided.
- Liabilities Assumption: All liabilities relating to and comprised in GB Global Limited, including secured and unsecured debts, will be transferred to Dev Land and Housing Private Limited upon the Scheme's coming into effect.
The NCLT has ordered that the Transferor Company will stand dissolved without being wound up upon the completion of the Scheme. The Petitioner Companies have also committed to cooperating fully with stock exchanges and regulatory authorities for the effective implementation of the merger.
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