Larsen & Toubro Limited has convened a meeting of its equity shareholders on Tuesday, August 4, 2026, at 3:00 p.m. (IST) via Video Conferencing (VC) / 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) and their respective shareholders and creditors under Sections 230 to 232 of the Companies Act, 2013. The meeting has been convened pursuant to orders dated June 12, 2026, read with 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 was issued on June 27, 2026, by Company Secretary and Compliance Officer Subramanian Narayan.

Meeting and E-Voting Schedule

The following table summarises the key dates and details for the shareholder meeting and e-voting process:

The scheme requires approval by a majority of persons representing three-fourths in value of the members of L&T casting their votes, as prescribed under Section 230(6) of the Companies Act, 2013. The NCLT has dispensed with the meetings of secured creditors and unsecured creditors (including unsecured debenture holders) of L&T, directing instead that notices be sent to creditors to make representations within 30 days.

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 incorporated on March 13, 2008. The key structural features of the scheme are outlined below:

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 whose strategies are focused on the realty business.

Capital Structure: Pre and Post Scheme

The scheme involves a significant reorganisation of LTRPL's share capital. Upon issuance of consideration shares, the share capital will be consolidated and reduced in a two-step process. The following table captures the capital structure details:

The reorganisation involves a consolidation of shares from ₹10 face value to ₹100 face value, followed by a reduction back to ₹10 face value, with the differential credited to the securities premium account of LTRPL. There will be no change in the capital structure of L&T consequent to the scheme.

Financial Performance of L&T and LTRPL

The following table presents the revenue, EBITDA, and PAT of both companies for the last three financial years, as disclosed in the explanatory statement:

L&T (₹ in crores)

*Excluding exceptional items, the recurring PAT for the financial year ended March 31, 2026 is ₹13,130 crores.

LTRPL (₹ in crores)

Assets and Liabilities Being Transferred

The details of assets and liabilities of L&T proposed to be transferred to LTRPL, and the post-transfer balance sheet of LTRPL, both as on March 31, 2026, are as follows:

The amounts due to unsecured creditors as at March 31, 2026 stood at ₹1,17,108.95 crores for L&T and ₹547.98 crores for LTRPL. The board of L&T unanimously approved the scheme at its meeting held on December 8, 2025, with all 17 directors voting in assent. The board of LTRPL also unanimously approved the scheme at its meeting held on December 8, 2025 via video conferencing.

Source: https://lodr-files.dhan.co/lodr-inputs/Company/INE018A01030/bcba86f5-8ada-4ef4-8e34-c18808134dd9.pdf

Larsen & Toubro Limited's wholly owned subsidiary, Vyoma.AI Limited, has incorporated a new step-down subsidiary, LTA Data Centres Private Limited (LTADCPL), on June 20, 2026. The new entity has been established to focus on data centres and related technology-enabled services, marking an expansion in the infrastructure capabilities of the conglomerate's digital arm.

The incorporation follows the receipt of the Certificate of Incorporation from the Ministry of Corporate Affairs. Vyoma.AI Limited, along with its nominee shareholder, has subscribed to 100% of the equity shares of LTADCPL. The total authorised and subscribed capital of the new entity stands at ₹1,00,000, divided into 1,000 equity shares of ₹100 each.

Financial and Operational Details

The filing provided to the exchanges outlines the capital structure and ownership of the newly formed entity. As LTADCPL is yet to commence business operations, details regarding turnover and size are currently not applicable. The consideration for the acquisition of shares was made through a cash subscription.

Strategic Intent

The formation of LTADCPL is intended to establish data centres and offer related technology-enabled services. This move aligns with the growing demand for digital infrastructure. The disclosure was submitted to the exchanges in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.