Scheme of Arrangement

GANESH ~ HOUSING .. LIMITED'1 (formerly known as Ganesh Housing Corporation Limited) ISO 9001:2015 I ISO 14001:2015 ISO 45001: 2018 REF.NO. /GHL/AHMD/2026-2027/472 DATE: JULY 06, 2026 To To BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Plot No. C/1, G Block Dalal Street, Bandra-Kurla Complex Mumbai - 400 001 Bandra (E) Mumbai -400 051 Scrip Code: 526367 Symbol: GANESHHOU Sub: Intimation regarding receipt of Observation Letters from BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") in relation to Scheme of Arrangement between Gatil Properties Private Limited ("Transferor Company") and Ganesh Housing Limited ("Transferee Company") and their respective shareholders under Sections 230 to 232 read with section 66 and other applicable provisions of the of the Companies Act, 2013 ("Scheme") Ref : Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations") Dear Sir/ Madam, ln continuation to our intimation dated December 05, 2025, wherein it was informed that the Board of Directors of the Company had approved the Scheme of subject to the necessary regulatory and other approvals, as may be required. Thereafter, the Company has filed the application with BSE and NSE, under Regulation 37 of the SEBI LODR Regulations. [n this regard, we would like to inform you that the Company has received Observation Letters from BSE and NSE both dated July 06, 2026 as required under Regulation 37 of the SEBI LODR Regulations. The copies of the Observation Letters of BSE and NSE are enclosed herewith. The said letters received from BSE and NSE will also be made available on the website of the Company at www.ganeshhousing.com GANESH CORPORATE HOUSE 100 ft. Hebatpur-Thaltej Road, Nr. Sola Bridge, Off. S.G. Highway, Ahmedabad-380 054. Gujarat, India. CIN:L45200GJ1991PLC015817 P +917961608888 E ganesh@ganeshhousing.com W www.ganeshhousing.com GANESH ~ HOUSING .. LIMITED '-1 {formerly known as Ganesh Housing Corporation Limited) ISO 9001:2015 I ISO 14001 :2015 ISO 45001 :2018 The Scheme remains subject to receipt of applicable regulatory and other approvals. Thanking You, Yours faithfully, For GANESH HOUSING LIMITED (formerly known as GANESH HOUSING CORPORATION LIMITED) JASMIN JANI COMPANY SECRETARY & COMPLIANCE OFFICER Encl: as above GANESH CORPORATE HOUSE 100 ft. Hebatpur-Thaltej Road, Nr. Sola Bridge, Off. S.G. Highway, Ahmedabad-380 054. Gujarat, India. CIN:L45200GJ1991PLC015817 P +91 79 6160 8888 E ganesh@ganeshhousing.com W www.ganeshhousing.com The Power of Vibrance DCS/ AMAL/RD/R37 /138/2026-27 July 06, 2026 The Company Secretary, Ganesh Housing Limited 100 Feet Hebatupr-Thaltej Road, Near Sola Bridge, Off. S. G. Highway, Ahmedabad, Gujarat - 380 054. Dear Sir/Madam, Sub: Scheme of Arrangement by Ganesh Housing Limited We refer to your application for Scheme of Arrangement ("Scheme") between Ganesh Housing Limited ("GHL" / "Transferee Company") and Gatil Properties Private Limited ("GPPL" / "Transferor Company") and their respective shareholders, under sections 230 to 232 and other applicable provisions of the Companies Act, 2013 filed with the Exchange under Regulation 37 and 94(2) of SEBI LODR Regulations, 2015, read with SEBI Master circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023. In this regard, SEBI vide its Letter dated July 03, 2026, has inter alia given the following comment(s) on the said draft scheme of Arrangement: - 1. "The listed entity shall ensure that it discloses all details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the Company, its promoters and directors, before Hon'ble National Company law Tribunal ("the NCLT") and shareholders, while seeking approval of the scheme." 2. "The listed entity shall ensure that additional information, if any, submitted by the Company after filing the Draft Scheme with the Stock Exchange(s), from the date of receipt of this letter, is displayed on the websites of the listed entity and the Stock Exchange(s)." 3. "The entity shall ensure compliance wi_th the SEBI circulars issued from time to time.'' 4. "The entities involved in the Draft Scheme shall duly comply with various provisions of the Circular and ensure that all the liabilities of Transferor Company shall stand transferred to and vested in and be deemed to be transferred to and vested in the Transferee Company.'' 5. "The listed entity is advised that the information pertaining to all the Unlisted Companies, if any, involved in the scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval.'' 6. "The entity shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old.'' Page 1 of 4 Registered Office: BSE Limited, Floor 25, P J Towers, Dalal Street, Mumbai 400001, India. T: +91 22 2272 1234/33 I E: corp.comm@bseindia.com www.bseindia.com I Corporate Identity Number : L67120MH2005PLC155188 The Power of Vibrance 7. "The listed entity is advised that the details of the Draft Scheme shall be prominently disclosed in the notice to be sent to the Shareholders." 8. "The Transferee Company and the Transferor Company are advised to disclose the following as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the companies to their shareholders while seeking approval under Sections 230 to 232 of the Companies Act, 2013 : a) Brief explanation of the scheme of arrangement. b) Need for the merger, rationale of the scheme, synergies of business of the entities involved in the scheme, impact of the scheme on the shareholders and cost benefit analysis of the scheme. c) Pre and Post scheme shareholding of the Transferee Company and the Transferor Company as on the date of notice of Shareholders meeting along with rationale for changes, if any, occurred between filing of Draft Scheme to issuance of Notice to the shareholders. d) Capital build-up of the Transferee Company and the Transferor Company for last 3 years. e) Details of Revenue, PAT and EBIDTA of the Transferee Company and the Transferor Company for last 3 years. f) Value of assets and liabilities of the Transferor Company that are being transferred to the Transferee Company and post-merger balance sheet of the Transferee Company. g) Details of potential benefits and risks associated with the merger. h) Financial implication of merger on promoters, public shareholders and the companies involved in the scheme along with future growth prospects of the Transferee Company and the Transferor Company pursuant to demerger. i) Estimated deficit proposed to be transferred to the Capital Reserve, the balance available in the Securities Premium Account and a confirmation regarding the adequacy of balance in the Securities Premium Account to write off the debit balance arising in the Capital Reserve. j) Details of pending actions, if any, against the entities involved in the scheme and their promoters, directors and KMPs and possible impact of the same on the Transferee Company, the Transferor Company and the public shareholders. 9. "The entities involved in the Scheme are advised that the Scheme shall be acted upon subject to compliance with the terms mentioned in the Scheme document." 10. "No changes to the draft scheme except those mandated by the regulators/ authorities / tribunals shall be made without specific written consent of SEBI." 11. "The entities involved are advised that the observations of SEBI/Stock exch [Showing first 8,000 characters — download PDF for full document]