L&T Schedules NCLT-Convened Shareholder Meeting for August 4, 2026 to Vote on Realty Demerger Scheme
L&T Shareholder Meeting Set for August 4 to Approve Realty Restructuring
Larsen & Toubro will hold a court-convened virtual meeting on August 4, 2026, for equity shareholders to vote on a restructuring Scheme of Arrangement with L&T Realty Properties Limited. The National Company Law Tribunal has waived formal creditor meetings, requiring written representations instead, while L&T enables electronic voting and publishes full scheme details on its website.
Regulatory Pathway and Timeline
The Mumbai Bench of the National Company Law Tribunal (NCLT) has allowed a first-motion application in the proposed demerger of Larsen & Toubro Ltd's (L&T) realty business into its wholly owned subsidiary, L&T Realty Properties Ltd. The appointed date for the scheme is April 1, 2026.
The boards of both companies approved the scheme on December 8, 2025. Regulatory clearance from stock exchanges preceded this consolidation: Larsen & Toubro Limited received observation letters from BSE (March 18, 2026) and NSE (March 19, 2026) for its proposed scheme of arrangement with L&T Realty Properties Limited. Both exchanges issued 'no adverse observation' and 'no objection' respectively, enabling NCLT filing within six months.
Scope of the Transfer
The scheme proposes the transfer and vesting of L&T's Realty Undertaking into L&T Realty Properties on a going-concern slump-sale basis. The undertaking includes assets, liabilities, contracts, and employees pertaining to the realty business.
L&T Realty Properties will issue 3,93,53,93,685 fully paid equity shares of face value ₹10 each, at a premium of ₹6 per share, to Larsen & Toubro. The scheme also provides for value adjustment in accordance with its terms. The consideration for the slump sale has been determined at arm's length, supported by a valuation report from SSPA & Co, chartered accountants and registered valuers, along with a fairness opinion issued by Inga Ventures Private Limited, a Category I merchant banker.
Strategic Rationale
According to L&T, the restructuring is intended to create a focused management structure for the realty business. This strategic move marks the beginning of a phased consolidation of all real estate assets and undertakings of L&T and vest them in L&T Realty, thus creating a unified, future-ready entity capable of capitalising on India's real estate growth.
The consolidation directly supports L&T Realty's expansion strategy. L&T's subsidiary, L&T Realty Properties Ltd, has bought a 100 per cent stake in International Green Scapes Ltd (IGSL), unlocking 20 acres of prime land in Gurugram for real estate development. This is the first land acquisition in the National Capital Region (NCR) micro-market by L&T Realty Properties Ltd (LTRPL), and offers a development potential of about 3.6 million square feet.
With an extensive portfolio spanning 6.50 mn. square metres (i.e. 70 mn sq ft) across Residential, Commercial and Retail developments, the company is currently present in Mumbai, Navi Mumbai, NCR, Bengaluru, Hyderabad and Chennai.
Shareholder and Creditor Approvals
The Tribunal directed L&T to convene a meeting of its 17.31 lakh equity shareholders within 60 days. The shareholders will consider and, if thought fit, approve the scheme. Meetings of L&T Realty Properties' equity shareholders and unsecured creditors were dispensed with. No meeting of its secured creditors was required, as the company had no secured creditors.
The regulatory authorities have been granted 30 days from receipt of the notice to submit representations, if any, on the proposed demerger.