BSECompany Update10 Aug 2026 · 10 Aug 2026, 06:41 pm
Please find enclosed herewith intimation with respect to effective date of scheme of amalgamation.
Godrej Properties Ltd · 533150
✦ AI SummaryM&A
Godrej Properties Ltd has announced the effective date of the scheme of amalgamation with Embellish Houses Private Limited, as sanctioned by the National Company Law Tribunal. The scheme is effective from August 10, 2026, and the appointed date is November 1, 2025.
Analysis Scores
Earnings Impact5/10
Growth Catalyst6/10
Governance Concern2/10
Regulatory Risk3/10
Balance Sheet Risk4/10
Liquidity Impact8/10
Market Sentiment5/10
✦ Ask a Question
Ask anything about this announcement — AI will answer based on the filing content.
Full Announcement
Godrej Properties Ltd - 533150 - Announcement under Regulation 30 (LODR)-Scheme of Arrangement
Attachments (1)
📄pdf
Download →
4393237d-c5b3-4bbe-9fdf-8a2244c5f351.pdf
View document text
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]