Amalgamation/Merger

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 9, 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 - Scrip Code: 533150, Scrip ID - GODREJPROP BSE - Security Code – 974951, 975090, 975091, 975856, 975857, 976000 - Debt Segment NSE - Symbol - GODREJPROP Sub.: Receipt of final order issued by Hon’ble National Company Law Tribunal in respect of Scheme of Amalgamation of Embellish Houses Private Limited (‘EHPL’ or ‘the Transferor Company’) with Godrej Properties Limited (‘GPL’ or ‘the Transferee Company’) and their respective shareholders (‘Scheme’) under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. Ref.: Regulation 30 read with Para B of Part A of Schedule III of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”). Dear Sir/ Madam, This is with reference to our intimation dated November 06, 2025, informing the Stock Exchange(s) about the decision of the Board of Directors of the Company approving the Scheme of Amalgamation of Embellish Houses Private Limited (‘EHPL’ or ‘the Transferor Company’) with Godrej Properties Limited (‘GPL’ or ‘the Transferee Company’) and their respective shareholders (‘Scheme’) under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, subject to receipt of applicable regulatory and other approvals. Please note that the Hon’ble National Company Law Tribunal (“NCLT”), Mumbai on July 8, 2026, has pronounced the order sanctioning the Scheme. A copy of the order approving the Scheme has been made available on the NCLT website on July 8, 2026 at nclt.gov.in and is enclosed herewith. The Scheme shall become effective once the certified order of the Hon’ble NCLT is received and filed by both the companies with the Registrar of Companies, Mumbai. We shall intimate the Stock Exchange(s) about the effective date of the Scheme. We request you to take the aforesaid on records. Thanking you, Yours Faithfully, For Godrej Properties Limited Ashish Karyekar Company Secretary Encl.: As above. IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI COURT-IV CP(CAA)-25/MB/2026 c/w CA(CAA)-268/MB/2025 In the matter of Sections 230 to 232 of the Companies Act, 2013 In the matter of Scheme of Amalgamation of Embellish Houses Private Limited … Applicant Company-1/ [CIN: U68100MH2025PTC460029] Transferor Company with Godrej Properties Limited … Applicant Company-2/ [CIN: L74120MH1985PLC035308] Transferee Company Pronounced: 08.07.2026 CORAM: SHRI ANIL RAJ CHELLAN SHRI K.R. SAJI KUMAR HON’BLE MEMBER (TECHNICAL) HON’BLE MEMBER (JUDICIAL) Appearance : Hybrid For the Applicants : Adv. Hemant Sethi a/w Adv. Tanaya Sethi For Regional Director : Mr. Bhagwati Prasad, Assistant Director, O/o RD(WR), MCA. O R D E R 1. The sanction of this Tribunal is sought under Sections 230 to 232 of the Companies Act, 2013, to the Scheme of Amalgamation of Embellish Houses Private Limited (Transferor Company/First Applicant Company) with Godrej Properties Limited (Transferee Company/Second Applicant Company) and their respective shareholders. 2. Heard the Ld. Counsel for the Applicant Companies and the Representative of the Regional Director (WR), Ministry of Corporate Affairs, Mumbai. Neither has any objector come before this Tribunal to oppose the Scheme nor has any party IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH: C-IV CP(CAA)/25/MB/2026 c/w CA(CAA)/268/MB/2025 controverted any averments made in the Application. 3. The Applicant Companies stated that the Board of Directors of the Applicant Companies in their respective meetings held on 06.11.2025, have approved the Scheme. The relevant board resolutions are part of the Application. 4. The Ld. Counsel submitted that the present Company Application has been filed in consonance with the order dated 05.02.2026, passed by this Tribunal in the connected Company Scheme Application bearing No. C.A.(CAA)/268/MB/2025. 5. The meetings of the respective Equity Shareholders and Creditors of both the Applicant Companies were dispensed with vide order dated 05.02.2026 in C.A.(CAA)/268/MB/2025 of this Tribunal. 6. The Ld. Counsel submitted that the Applicant Companies have complied with all requirements as per the directions of this Tribunal, and they have filed necessary Affidavits of compliance with this Tribunal. Moreover, the Applicant Companies undertake to comply with all statutory requirements, if any, as may be required under the Companies Act, 2013, and the Rules made thereunder. 7. The Ld. Counsel submitted that the equity shares of the Transferee Company are listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). 8. Nature of Business The Applicant Companies submitted that the Applicant Companies are engaged in the business of real estate development and other related activities. 9. Rationale The Applicant Companies further submitted that the rational of the Scheme of Amalgamation is as under: “The Transferee Company is a well-established company engaged in the business of real estate development. Page 2 of 14 IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH: C-IV CP(CAA)/25/MB/2026 c/w CA(CAA)/268/MB/2025 The amalgamation of the Transferor Company with the Transferee Company would have the following benefits: • Consolidation of real estate business. There are several commonalities and synergistic linkages, and the consolidation of real estate business will result in operational efficiency; • Ensuring a streamlined group structure by reducing the number of legal entities in the group and reducing the multiplicity of legal and regulatory compliances required; • Pooling of the technical resources, personnel, capabilities, skills and expertise leading to optimum use of infrastructure, cost reduction and efficiencies, reduction of administrative and operational costs; • Administrative and operational convenience, elimination of duplication of communication and co-ordination efforts; • Rationalizing costs by eliminating multiple record keeping and administrative functions; and • Reducing time and efforts for consolidation of financials at the group level.” 10. Swap Ratio The Ld. Counsel for the Applicant Companies submitted that: “As the Transferor Company is a wholly owned subsidiary of the Transferee Company, no shares of the Transferee Company shall be allotted towards discharge of consideration or in lieu or exchange of the equity shareholding in the Transferor Company. Upon the coming into effect of this Scheme, the share certificates, if any, and/or the shares in electronic form representing the shares in the Transferor Company shall be deemed to be cancelled without any further act or deed for cancellation thereof and shall cease to be in existence accordingly.” 11. The Regional Director (WR), Ministry of Corporate Affairs, Mumbai, has filed the Report dated 29.04.2026 with certain observations. The observations of the Regional Director and the response submitted by the Applicant Companies are summarised in the table below: Para Observation by the Regional Undertaking of the Petitioner Director Companies/Rejoinder Page 3 of 14 IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH: C-IV CP(CAA)/25/MB/2026 c/w CA(CAA)/268/MB/2025 2(a) That the observations of the Central No inquiry, follow-up inquiry, Government on the scheme are inspection, follow-up inspection, submitted as under: investigati [Showing first 8,000 characters — download PDF for full document]