NCLT Mumbai Orders L&T to Convene Shareholder Meeting Within 60 Days to Approve Realty Demerger Scheme
NCLT Order Advances L&T Realty Consolidation
The National Company Law Tribunal (NCLT) Mumbai Bench issued orders dated June 12 and June 16, 2026, directing Larsen & Toubro to convene a shareholder meeting within 60 days via electronic mode to approve a scheme of arrangement with L&T Realty Properties Limited.
The order marks a procedural milestone in the realty consolidation initiated by the group in December 2025. The scheme appointed April 1, 2026 as the effective date, with both companies' boards approving it on December 8, 2025.
Scope of the Arrangement
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 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 and Revenue Base
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 vests them in L&T Realty, thus creating a unified, future-ready entity capable of capitalising on India's real estate growth.
Based on disclosures, the realty undertaking reported standalone revenue of ₹640.57 crore for the half year ended September 30, 2025.
Shareholder Meeting Timeline
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. A clerical error regarding the first motion order date in the June 16 order is being rectified and does not affect the directions.
L&T Realty's Portfolio and Footprint
L&T established its Realty Business Unit in 2007 with a vision to convert owned land parcels into world-class residential and commercial developments. In 2011, the Company founded L&T Realty as a wholly-owned subsidiary entrusting it with a mandate to develop both L&T land holdings and joint-venture opportunities with leading partners. Over the years, L&T Realty has delivered premium residential, commercial and mixed-use developments across India's most dynamic urban centres — Mumbai, Navi Mumbai, Bengaluru, NCR, Chennai and Hyderabad.
L&T Realty is counted among India's leading developers with a substantial development potential of 65 million sq. ft., spanning upscale residential communities, Grade-A commercial spaces and high-street retail developments.
Market Context and Recent Activity
L&T Realty Properties Ltd acquired 100% stake in International Green Scapes Ltd (IGSL), Delhi, marking a significant expansion into the National Capital Region real estate market. The acquisition enables LTRPL to leverage 20 acres of land owned by IGSL in Gurugram, significantly strengthening its real estate development portfolio. This marks LTRPL's first land acquisition in the NCR micro-market and offers substantial development potential.
Regulatory reforms such as RERA, GST, and the rise of institutional capital and REITs have accelerated market maturity, enabling L&T Realty to cement its position as a trusted, high-quality developer with premium brand ethos.