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 August 10, 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.: Effective date 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 Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. Dear Sir/ Madam, Pursuant to the Regulation 30 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended from time to time), we hereby inform the Exchange(s) that further to the announcement made by the Company on July 9, 2026 regarding receipt of the online copy of the order of the Hon’ble National Company Law Tribunal, Mumbai Bench (“Hon’ble NCLT”), dated July 8, 2026, sanctioning 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, the certified copy of the said order received on August 07, 2026, was taken on record. The Copy of the said order is available on website of the Company at https://www.godrejproperties.com/. Further, the Scheme is made effective on August 10, 2026 by filing the same with Registrar of Companies, Mumbai. The Appointed Date is November 01, 2025. 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, MUMBA! ffi couRT-lv cP(cAA)-2slMB/2026 c/w CA(CAA)-268/M8/2025 ln the matter of Seclions 230 to 232 ot the Companies Act, 2013 ln the matter of Scheme of Amalgamation of Embellish Houses Private Limited ... Applicant Company-1/ [ClN: U68 1 00MH2025PTC460029] Transferor Company wrth Godrej Properties Limited .. Applicant Company-2/ [ClN : 1741 20MH1 985P1C035308] Transferee Company Pronounced: 08.07.2026 CORAM: SHRI ANIL RA' 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. ORDER The sanction of this Tribunal is sought under Sections 230 to 232 ot 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 Represen the Regional Director (WR), Ministry of Corporate Affairs, Mumba any objector come before this Tribunal to oppose the Scheme nor S d;dtu ! vnf(6 A BEN IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH: C-IV cP(cAAy2stMBt2026 'ffi# 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 Applic€nt 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/M812025' 5 The meetings of the respective Equity shareholders and creditors of both the Applicant Companies were dispensed with vlde order dated O5.02'2026 in C.A. (CAA/268/MBl 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 lndia Limited (NSE). Nature of Business The Applicant Companies submitted that the Applicant Companies are engaged in the business of real estate development and other related activities. Rationale The Applicant Companies further submitted that the rational of the Scheme of Amalgamation is as under: "The Transferee Company is a well-established compan d in the bus,ness of real estate development. t $ A I w' .O 5 Page 2 of 14 nEdi(6 IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH: C-IV cP(cAAlt25tMBl2026 c/w CA(CAA)/268/MB/2025 ffi# The amalgamation of the Transferor Company with the Transferee Company would have the following benefits: Consolidation of real estate bus,ness. There are several commonalities and synergistic linkages, and the consolidation of real estate busrness will result in ope ration al effi ciency; 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; a Pooling of the technical resources, personnel, capabilities, skills and expeftise leading to optimum use of infrastructure, cost reduction and efficiencies, reduction of administrative and operational costs; a Administrative and operational convenience, elimination of duplication of communication and coordination effotis: Rationalizing cosrs by eliminating multiple record keeping and administrative functions; and a 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 th,s 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 fufther 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 Companies/Rejoinder==- Director Page 3 of 14 -frc IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH: C-IV cP(cAAll25lMBl2O26 ffi c/w CA(CAA/268/MB/2025 2(a) That the observations of the Centra No inquiry, tollow-uP inquiry, Government on the scheme are inspection, follow-uq insPection, investigation, follow-uP submitted as under: That on examination of the repoft of the investigation, Prosecution, or Registrar of Companies, Mumbai dated complaint is Pending against the 22.04.2026 for Petitioner Companies Petitione r Companie s. Fu [Showing first 8,000 characters — download PDF for full document]