Larsen & Toubro Limited has scheduled a meeting of its equity shareholders on Tuesday, August 4, 2026, at 3:00 p.m. (IST) via Video Conferencing (VC) or Other Audio-Visual Means (OAVM) to consider and approve the proposed Scheme of Arrangement between L&T (Transferor Company) and L&T Realty Properties Limited (LTRPL / Transferee Company). The meeting follows orders dated June 12, 2026, and subsequent rectification orders dated June 16, 2026, and June 25, 2026, passed by the National Company Law Tribunal (NCLT), Mumbai Bench, in Company Scheme Application No. CA (CAA) 59/MB-III/2026. The notice for the meeting was dispatched on June 27, 2026, by Company Secretary and Compliance Officer Subramanian Narayan.
Meeting and E-Voting Schedule
The meeting will be conducted without physical presence, adhering to Ministry of Corporate Affairs circulars regarding VC/OAVM. The key dates and procedural details are outlined below:
| Parameter: |
Details |
| Meeting Date & Time: |
Tuesday, August 4, 2026 at 3:00 p.m. (IST) |
| Mode of Meeting: |
Video Conferencing / Other Audio-Visual Means |
| Cut-off Date for E-Voting Eligibility: |
Tuesday, July 28, 2026 |
| Remote E-Voting Start: |
Friday, July 31, 2026 at 9:00 a.m. (IST) |
| Remote E-Voting End: |
Monday, August 3, 2026 at 5:00 p.m. (IST) |
| E-Voting Agency: |
National Securities Depository Limited (NSDL) |
| Chairperson for Meeting: |
Mr. Kuldeep Kumar Kareer, Former Member (Judicial), NCLT, Mumbai |
| Scrutinizer: |
Ms. Jyoti Kholia, Practicing Company Secretary |
The NCLT has dispensed with the meetings of secured and unsecured creditors of L&T, as well as the meetings of equity shareholders and unsecured creditors of LTRPL. The scheme requires approval by a majority of persons representing three-fourths in value of the members of L&T casting their votes. The results of the voting will be announced on or before August 6, 2026.
Scheme Structure and Rationale
The Scheme provides for the transfer and vesting of the Realty Undertaking of L&T to LTRPL as a going concern on a slump sale basis, with effect from the Appointed Date of April 1, 2026. LTRPL, formerly known as L&T Seawoods Limited, is an unlisted wholly-owned subsidiary of L&T. The key structural features are summarised below:
| Scheme Parameter: |
Details |
| Transferor Company: |
Larsen & Toubro Limited |
| Transferee Company: |
L&T Realty Properties Limited (formerly L&T Seawoods Limited) |
| Nature of Transaction: |
Slump sale of Realty Undertaking as a going concern |
| Appointed Date: |
April 1, 2026 |
| Consideration (Shares to be Issued): |
3,93,53,93,685 fully paid-up equity shares of ₹10 each at a premium of ₹6 each |
| Valuation of Realty Undertaking: |
₹6,296.63 crores |
| Valuer: |
SSPA & Co., Chartered Accountants, Registered Valuers (Report dated December 8, 2025) |
| Fairness Opinion: |
Inga Ventures Private Limited (dated December 8, 2025) |
The rationale for the scheme includes empowering LTRPL to operate under a focused management structure with sectoral expertise, enabling it to leverage L&T's brand equity and institutional strengths, and facilitating LTRPL's ability to raise financial resources through equity and debt from investors focused on the realty business.
Capital Structure and Financials
The scheme involves a reorganisation of LTRPL's share capital, including a consolidation and subsequent reduction of face value, with the differential credited to the securities premium account. There will be no change in the capital structure of L&T. The financial performance of the entities for the last three financial years is as follows:
L&T (₹ in crores)
| Particulars: |
FY ended March 31, 2026 |
FY ended March 31, 2025 |
FY ended March 31, 2024 |
| Revenue: |
1,53,680.17 |
1,42,509.01 |
1,26,233.36 |
| EBITDA: |
19,923.77 |
17,257.46 |
15,058.98 |
| PAT: |
6,287.13* |
10,870.72 |
9,331.41 |
*Excluding exceptional items, the recurring PAT for the financial year ended March 31, 2026 is ₹13,130 crores.
LTRPL (₹ in crores)
| Particulars: |
FY ended March 31, 2026 |
FY ended March 31, 2025 |
FY ended March 31, 2024 |
| Revenue: |
1,041.26 |
246.56 |
1,639.43 |
| EBITDA: |
339.64 |
216.08 |
401.06 |
| PAT: |
193.49 |
239.34 |
330.70 |
Assets and Liabilities Being Transferred
The assets and liabilities proposed to be transferred to LTRPL as on March 31, 2026, are detailed below:
| Parameter: |
Details (₹ in crores) |
| Total Assets of L&T to be Transferred: |
4,506.61 |
| Total Liabilities of L&T to be Transferred: |
2,539.64 |
| Post-Transfer Total Assets of LTRPL: |
7,966.54 |
| Post-Transfer Total Liabilities of LTRPL: |
3,087.63 |