Amalgamation/Merger

Godrej Properties Limited Regd. Office: 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 August 04, 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: - Disclosure pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 Dear Sir/ Madam, Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), this is to inform you that the Board of Directors of the Company at its meeting held today, i.e. August 04, 2026, has approved the Scheme of Amalgamation of Godrej Housing Projects Private Limited (formerly known as “Godrej Housing Projects LLP”) (“GHPPL” or “Transferor Company”) with Godrej Properties Limited (“GPL” or “Company” or “Transferee Company”) and their respective shareholders (“Scheme”) pursuant to the provisions of Sections 230 to 232 and other applicable provisions, if any, of the Companies Act, 2013 and the rules framed thereunder, subject to the requisite approvals and sanction of the jurisdictional bench of National Company Law Tribunal (“NCLT”) and subject to the approval of shareholders/ creditors/ Central Government/ such other competent authority, as may be directed by the NCLT. As on date, GPL holds 95% of the paid-up equity share capital of GHPPL and the balance 5% of paid-up equity share capital of GHPPL is held by Godrej Projects Development Limited (“GPDL”), a wholly owned subsidiary of GPL. Accordingly, GHPPL is an indirect wholly owned subsidiary of the Company. The details as required under Listing Regulations read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated 30 January 2026 are enclosed as Annexure A. The Board Meeting commenced at 10:30 a.m. and concluded at 11:25 a.m. Request you to take the same on record. Thank you. Yours truly, For Godrej Properties Limited Ashish Karyekar Company Secretary Encl: a/a Annexure A Details of Amalgamation: Sr. Particulars Details 1. Name of the entities Transferee Company: forming part of the Godrej Properties Limited (“GPL” or “Transferee amalgamation/ Company”) bearing CIN - L74120MH1985PLC035308 is a merger, details in brief listed company incorporated on February 08, 1985 under the such as, provisions of the Companies Act, 1956 having its registered size, turnover etc.; office at Godrej One, 5th Floor, Pirojshanagar, Eastern Express Highway, Vikhroli (E), Mumbai, 400079. Transferor Company: Godrej Housing Projects Private Limited (“GHPPL” or “Transferor Company”) bearing CIN - U68100MH2026PTC474275 is an unlisted Company incorporated on August 03, 2026 on conversion of Godrej Housing Projects LLP, a Limited Liability Partnership incorporated on December 22, 2014, into a Company limited by shares under the provisions of the Companies Act, 2013, having registered office at Godrej One, 5th Floor, Pirojshanagar, Eastern Express Highway, Vikhroli (E), Mumbai, 400079. As on date, GPL holds 95% of the paid-up equity share capital of GHPPL and the balance 5% of paid-up equity share capital of GHPPL is held by Godrej Projects Development Limited (“GPDL”), a wholly owned subsidiary of GPL. Accordingly, GHPPL is an indirect wholly owned subsidiary of the Company. The details of paid up capital, net worth, and turnover of GPL and Godrej Housing Projects LLP (now converted into Godrej Housing Projects Private Limited i.e., GHPPL) as on June 30, 2026 are as under: (Rs. in crore) Particulars Transferee Transferor Company Company (as (as per Indian GAAP) per IND AS) Paid up 150.61 0.01 Capital Net-worth 17853.07 0.00 Turnover 121.09 0.02 2. Whether the G HPPL is a wholly owned subsidiary of GPL and as such transaction would fall related party to each other. within related party However, the said transaction shall not fall within the transactions? If yes, purview of related party transaction in terms of Section 188 whether the same is of the Companies Act, 2013 pursuant to the clarifications done at “arm’s length” given by the Ministry of Corporate Affairs, vide its General Circular No. 30/2014 dated July 17, 2014. Sr. Particulars Details Further, pursuant to the Listing Regulations, the related party transaction provisions are not applicable to the proposed Scheme, and the Scheme is also exempt from the application of SEBI Master Circular No. SEBI/HO/CFD/POD- 2/P/CIR/2023/93 dated June 20, 2023. 3. Area of business of the Both GHPPL and GPL are engaged primarily in the business entities of real estate development. 4. Rationale for The Rationale of amalgamation of GHPPL with GPL is as amalgamation/ merger mentioned below:  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;  Rationalization of costs by eliminating multiple record keeping and administrative functions; and  Reducing time and efforts for consolidation of financials at the group level. 5. In case of cash Not applicable consideration – amount or otherwise The Transferor Company is a wholly owned subsidiary of the share exchange ratio Transferee Company, and the entire share capital of the Transferor Company is indirectly held by the Transferee Company. Therefore, upon the scheme becoming effective, the Transferee Company would not be required to issue and allot any shares to the shareholders of the Transferor Company. 6. Brief details of change There will be no change in the shareholding pattern of GPL in shareholding pattern pursuant to the proposed Scheme as no shares are being (if any) of listed entity issued by GPL in consideration of the proposed Scheme.