Shareholders meeting

Godrej Properties Ltd. Godrej One, 5th Floor, Pirojshanagar, Eastern Express Highway, Vikhroli (E), Mumbai- 400 079. India Tel.: +91-22-6169-8500 Fax: +91-22-6169-8888 Website: www.godrejproperties.com CIN: L74120MH1985PLC035308 July 08, 2026 BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001 The National Stock Exchange of India Limited Exchange Plaza, Plot No. C/1, G Block, Bandra Kurla Complex, Bandra (East) Mumbai – 400 051 Ref: Godrej Properties Limited BSE - Script Code: 533150, Scrip ID - GODREJPROP BSE- Security Code – 974951, 975090, 975091, 975856, 975857, 976000 – Debt Segment NSE - GODREJPROP Sub: Notice of the 41st Annual General Meeting of the Company Dear Sir/ Madam, In accordance with Regulation 30, 34(1) read with Schedule III Part A Para A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith a copy of the Notice along with Explanatory Statement convening the 41st Annual General Meeting of the Company scheduled to be held on Tuesday, August 04, 2026, at 02.30 p.m. (IST), through Video Conferencing (VC)/ Other Audio-Visual Means (OAVM). The said Notice forms part of the Integrated Annual Report of the Company for the financial year 2025-26. The Integrated Annual Report for the financial year 2025-26 is available on the website of the Company, viz., https://www.godrejproperties.com/investor/annual-reports and can also be accessed by scanning the QR Code given below: This is for your information and records. Thank you, Yours truly, For Godrej Properties Limited Ashish Karyekar Company Secretary Encl: as above Notice “RESOLVED THAT pursuant to the provisions of Sections computed in accordance with Section 198 of the Act for 197 and 198 read with Schedule V and other applicable the financial year 2025-26; provisions, if any, of the Companies Act, 2013 (“the Act”), RESOLVED FURTHER THAT the maximum annual and the rules made thereunder, and Regulation 17(6) and remuneration as mentioned above to be paid to the all other applicable provisions, if any, of the Securities Notice is hereby given that the 41st Annual General Meeting RESOLVED FURTHER THAT the Board of Directors of Non-Executive Directors (including Independent Directors) and Exchange Board of India (Listing Obligations and (“AGM”) of the members (“Members”) of Godrej Properties the Company (including its committee thereof) be and is shall be exclusive of sitting fees drawn for attending the Disclosure Requirements) Regulations, 2015, including Limited (“the Company”) will be held through Video hereby authorised to do all acts, deeds, matters and things meetings of Board and its committees of which they are any statutory amendment(s) or modification(s) thereto Conferencing (“VC”) or Other Audio Visual Means (“OAVM”) and take all such steps as may be deemed necessary, proper members thereof, as determined by the Board in accordance or substitution(s) or re-enactment(s) thereof, for the time on Tuesday, August 04, 2026, at 2:30 p.m. (IST), to transact the or expedient to give effect to this resolution." with applicable laws, and the reimbursement of expenses being in force, in accordance with the provisions of the following businesses: (at actuals) incurred in accordance with applicable policies 5. T o approve the waiver for recovery of excess managerial Articles of Association of the Company and subject to of the Company for attending Board/Committee meetings; remuneration paid to Mr. Pirojsha Godrej (DIN: 00432983), such approvals as may be required and pursuant to the Ordinary Business: Whole Time Director designated as Executive Chairperson recommendations of the Nomination and Remuneration RESOLVED FURTHER THAT the Board of Directors 1. T o consider and adopt the audited standalone financial of the Company for the financial year 2025-26. Committee and the Board of Directors of the Company at (including any Committee constituted by the Board of statements and the audited consolidated financial their respective meetings held on May 04, 2026, consent Directors) be and is hereby authorised to do all such acts, statements of the Company for the financial year ended To consider and, if thought fit, to pass the following of the Members of the Company be and is hereby accorded deeds, matters, things and take all steps, as it may in its March 31, 2026, together with the reports of the Board of resolution as a Special Resolution: to pay remuneration by way of Commission of an amount absolute discretion deem necessary, proper or desirable, Directors and the Auditors thereon and other reports. “RESOLVED THAT pursuant to the provisions of Sections of `50,00,000 (Rupees Fifty Lakh Only) per annum to each without being required to seek any further consent or 2. T o declare a dividend of `10 (200%) per equity share 197, 198 read with Schedule V and other applicable Non-Executive Director of the Company for the financial approval of the Members, to give effect to this resolution of face value of `5 each for the financial year ended provisions, if any, of the Companies Act, 2013 (“the Act”) year 2025-26, and within the individual sub-limit of 1% of and to settle any question, difficulty or doubt that may arise March 31, 2026. and the rules made thereunder, and the Securities and net profits of the Company (applicable to Non-Executive in this regard.” Exchange Board of India (Listing Obligations and Disclosure Directors) prescribed under Section 197 of the Act, Special Business: Requirements) Regulations, 2015, including any statutory 3. To approve to not to fill in the vacancy caused by the amendment(s) or modification(s) thereto or substitution(s) retirement of Mr. Nadir Godrej (DIN: 00066195). or re-enactment(s) thereof, for the time being in force, in accordance with the provisions of the Articles of Association To consider and, if thought fit, to pass the following of the Company and pursuant to the recommendations resolution as an Ordinary Resolution: By Order of the Board of Directors of the Nomination and Remuneration Committee and the “RESOLVED THAT pursuant to the provisions of Section Board of Directors of the Company at their respective For Godrej Properties Limited 152(7) and all other applicable provisions of the Companies meetings held on May 04, 2026, consent of the Members Ashish Karyekar Act, 2013, and in accordance with the Articles of Association be and is hereby accorded to ratify, confirm and waive the Company Secretary of the Company, the vacancy arising at the ensuing Annual recovery of excess managerial remuneration of `21.76 ICSI Membership No. A11331 General Meeting pursuant to the retirement by rotation of crore paid/ payable by the Company to Mr. Pirojsha Godrej Place: Mumbai Mr. Nadir Godrej (DIN: 00066195), who has expressed his (DIN: 00432983) during financial year 2025–26, being the Date: May 04, 2026 desire not to seek re-appointment as he will be attaining the amount of remuneration paid to him in excess of the limits age of 75 years in August 2026, be and is hereby not filled.” prescribed under the provisions of Sections 197 and 198 Registered Office: 5th Floor, Godrej One, Pirojshanagar, read with Schedule V of the Act, in view of the inadequate 4. T o ratify the remuneration payable to Cost Auditors for the Eastern Express Highway, profits of the Company for the financial year 2025-26, financial year 2026-27. Vikhroli (East), Mumbai 400 079 as detailed in the explanatory statement annexed to the CIN: L74120MH1985PLC035308 To consider and, if thought fit, to pass the following notice issued to the Members of the Company; Tel: 91 22 6169 8500 resolution as an Ordinary Resolution: RESOLVED FURTHER THAT the Board of Directors Website: www.godrejproperties.com "RESOLVED THAT pursuant to the provisions of Section (including any Committee constituted by the Board of Email: secretarial@godrejproperties.com 148 and all other applicable provisions of the Com [Showing first 8,000 characters — download PDF for full document]