GB Global Limited remains listed after legal dissolution

GB Global Limited remains listed but untradeable despite being dissolved without winding up under a 12 August 2026 National Company Law Tribunal order, because its exchange delisting has not been completed. Dev Land & Housing Limited, or DLH, which held approximately 99.93% of GB Global’s paid-up equity capital, is handling the pending process.

Why is GB Global still listed after dissolution?

GB Global remains listed because Clause 3.3 of the merger scheme requires its equity shares to be delisted under the Securities and Exchange Board of India (SEBI) Delisting of Equity Shares Regulations, 2021, and that process is incomplete. The 13 November 2026 merger note says its shares remain listed on BSE and the National Stock Exchange of India Limited, or NSE, but are not allowed to trade pending procedural compliance and delisting.

The 12 August 2026 merger created a difference between GB Global’s legal status and its exchange status. GB Global ceased to exist as a legal entity when the scheme became effective, while its listed-share status continues until the exchanges complete the separate delisting procedure required under the scheme.

The board meeting on 13 November 2026 illustrates the interim arrangement. DLH’s board, acting on GB Global’s behalf, considered and approved unaudited standalone and consolidated financial results and related-party transactions for the quarter and half year ended 30 September 2026.

When did GB Global legally cease to exist?

GB Global legally ceased to exist under the Mumbai Bench of the National Company Law Tribunal, or NCLT, order dated 12 August 2026, which sanctioned its amalgamation with DLH. Paragraph 43 of that order states that the transferor company was dissolved without winding up, according to the merger note submitted on 13 November 2026.

The parties received the certified NCLT order on 1 September 2026 and filed it with the Registrar of Companies, Mumbai, in e-Form INC-28 on 11 September 2026. The filing was made under Section 232(5) of the Companies Act, 2013, and Clause 7.2 of the scheme transferred GB Global’s undertaking, assets, liabilities, rights and obligations to DLH on the effective date.

The Ministry of Corporate Affairs master data records GB Global as “Amalgamated”, the note says. That status follows the court-approved merger under Section 232(3)(d) of the Companies Act rather than a winding-up process, while DLH had been GB Global’s holding company with approximately 99.93% of its paid-up equity capital before the scheme.

Who is making GB Global’s exchange filings now?

DLH is making the pending filings as GB Global’s successor-in-interest because a dissolved company cannot make disclosures under the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015, or LODR Regulations. The 13 November 2026 announcement was issued by DLH’s board on behalf of GB Global under the NCLT-approved amalgamation scheme.

DLH cites the NCLT order and Section 232 of the Companies Act as the basis for the transfer of GB Global’s undertaking, liabilities and obligations. It also relies on Clauses 14.2 and 17 of the scheme, which authorise DLH to execute documents and make filings in the name of, or in respect of, GB Global where needed to implement the merger.

A GB Global board resolution dated 3 September 2026 authorised DLH to sign and submit the merger note and accompanying filings. The filing also says the board authorised DLH to make applications, submit forms and documents, and undertake other acts needed to give effect to the scheme.

DLH says its filings concern GB Global’s operations only, rather than DLH’s entire business. It characterises them as a method of meeting obligations accrued up to delisting and maintaining complete exchange records, not as an acknowledgement of continuing LODR obligations after GB Global’s delisting.

What remains unresolved for GB Global shareholders?

The unresolved issue is the procedure and documentation that BSE and NSE require to complete GB Global’s delisting. DLH said on 13 November 2026 that it had communicated through emails and telephonic discussions seeking clarification, but had received no specific guidance or definitive resolution from the exchanges.

That absence of exchange guidance has left GB Global listed after the 12 August 2026 NCLT order and the 11 September 2026 filing with the Registrar of Companies. Because GB Global no longer exists, it cannot itself take actions required of an issuer under the Delisting Regulations, so DLH says it will provide the documents and undertakings requested by the exchanges.

DLH has undertaken to furnish further information and documents, address grievances of erstwhile GB Global shareholders, including complaints received through SEBI’s SCORES platform, and take steps necessary to finish delisting. The filing discloses no exchange approval, completion date or final timetable for the process.

The independent auditor’s review report dated 13 November 2026 identifies the same pending condition. It states that GB Global was amalgamated with its parent DLH under the 12 August 2026 order, while its equity shares remain listed pending delisting and DLH submits the relevant listing compliances on its behalf.

Conclusion

GB Global’s filing records an unusual overlap of legal dissolution and continuing exchange listing. The 12 August 2026 merger order ended GB Global’s separate legal existence and transferred its undertaking and obligations to DLH, but the separate delisting requirement means the shares remain listed, though not tradeable.

The next development to watch is whether BSE and NSE provide the procedure and documentation requirements that DLH sought before 13 November 2026. DLH has committed to provide additional material, handle shareholder grievances and take steps to complete delisting, but the filing sets no target date for that outcome.