Larsen & Toubro Receives BSE and NSE Observation Letters for Proposed Scheme of Arrangement
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. The letters outline comprehensive compliance requirements including extensive shareholder disclosures, financial data currency requirements, and mandatory demat form for new equity shares.

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Larsen & Toubro Limited has received crucial regulatory approvals for its proposed scheme of arrangement with L&T Realty Properties Limited, marking a significant step forward in the corporate restructuring process. The company announced receipt of observation letters from both BSE Limited and the National Stock Exchange of India Limited on March 19, 2026.
Regulatory Approval Timeline
The development follows the Board of Directors' approval of the scheme of arrangement on December 08, 2025, between Larsen & Toubro Limited (Transferor Company) and L&T Realty Properties Limited (Transferee Company) along with their respective shareholders and creditors. Subsequently, applications were filed with both stock exchanges under Regulation 37 of the SEBI Listing Regulations seeking their observation letters.
| Exchange | Letter Date | Status |
|---|---|---|
| BSE Limited | March 18, 2026 | No adverse observations |
| NSE Limited | March 19, 2026 | No objection |
| Validity Period | Six months | From respective letter dates |
Key Regulatory Requirements
Both exchanges have outlined comprehensive compliance requirements that must be fulfilled. The primary conditions include ensuring compliance with Regulation 11 of SEBI LODR Regulations, 2015, and mandatory disclosure of all ongoing adjudication and recovery proceedings against the company, its promoters, and directors before NCLT and shareholders.
Critical Disclosure Requirements
The exchanges have mandated extensive disclosures to public shareholders, including:
- Rationale for the slump sale of realty undertaking and cost-benefit analysis
- Details of registered valuers and merchant bankers involved
- Latest financials not older than six months from the date of stock exchange approval
- Pre and post-scheme shareholding patterns with detailed explanations
- Revenue, PAT, and EBITDA details for the last three years
- Value of assets and liabilities being transferred
- Potential benefits and risks associated with the transaction
Compliance and Next Steps
The observation letters specify that any proposed equity shares issued under the scheme must be in demat form only. Additionally, no changes to the draft scheme can be made without specific written consent from SEBI, except those mandated by regulators, authorities, or tribunals.
| Requirement | Details |
|---|---|
| NCLT Filing Deadline | Within six months of letter dates |
| Financial Data Currency | Not older than six months |
| Share Form | Demat form mandatory |
| Website Disclosure | Within 24 hours of receiving letters |
Important Disclaimers
Both exchanges have clarified that submission of documents should not be construed as approval of the scheme's financial soundness or correctness of statements. The exchanges reserve rights to withdraw observations if information is found incomplete, incorrect, misleading, or false, or for any contravention of regulations.
The company has confirmed that copies of the observation letters are available on its investor website and has requested stakeholders to take note of this significant regulatory milestone in the proposed corporate restructuring.
Historical Stock Returns for Larsen & Toubro
| 1 Day | 5 Days | 1 Month | 6 Months | 1 Year | 5 Years |
|---|---|---|---|---|---|
| -4.81% | -10.53% | -20.61% | -6.82% | +5.01% | +140.49% |






























