Larsen & Toubro (L&T) has received shareholder approval for its proposed Scheme of Arrangement to transfer its Realty Undertaking to its wholly-owned subsidiary, L&T Realty Properties Limited (LTRPL). The resolution was passed with an overwhelming 99.07% of votes in favour at the National Company Law Tribunal (NCLT)-convened meeting of equity shareholders held on August 4, 2026.
The company disclosed the development in a regulatory filing under Regulation 30 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, along with the voting results and the scrutinizer’s report.
Shareholders Back Realty Demerger Proposal
The NCLT-convened meeting was held through video conferencing and other audio-visual means (VC/OAVM), where shareholders considered the proposed Scheme of Arrangement between Larsen & Toubro Limited and L&T Realty Properties Limited under Sections 230 to 232 of the Companies Act, 2013.
Out of 98.90 crore votes cast, approximately 97.98 crore votes (99.07%) supported the proposal, while only 0.93% voted against it.
Voting Highlights
- Resolution Passed: Scheme of Arrangement for transfer of L&T’s Realty Undertaking to L&T Realty Properties Limited.
- Votes in Favour: 97.98 crore (99.07%)
- Votes Against: 92.01 lakh (0.93%)
- Total Votes Polled: 98.90 crore
- Shareholders Present: 116
- Record Date: July 28, 2026
What the Scheme Means
Under the approved scheme, L&T will transfer its entire Realty Undertaking to L&T Realty Properties Limited, its wholly-owned subsidiary, through a slump sale on a going-concern basis.
The transaction values the Realty Undertaking at an enterprise value of ₹6,300 crore, with consideration to be settled through the issuance of fully paid-up equity shares by LTRPL to L&T.
Importantly, the company clarified that:
- There will be no dilution of existing L&T shareholders.
- LTRPL will continue to remain a 100% wholly-owned subsidiary of L&T.
- Shareholding, voting rights and ownership structure of L&T shareholders remain unchanged.
Why L&T is Restructuring Its Realty Business
Chairman and Managing Director S. N. Subrahmanyan said the restructuring is aimed at creating a dedicated platform for the real estate business to accelerate future growth.
According to the company:
- L&T Realty currently has a development potential of around 71 million sq. ft.
- Projects span Mumbai, Navi Mumbai, Bengaluru, NCR and Chennai.
- The Realty business achieved approximately ₹10,000 crore in pre-sales during FY26.
- The business contributed nearly 0.59% of L&T’s consolidated revenue in FY26.
The company believes the new structure will provide:
- Greater strategic focus
- Improved operational agility
- Better capital allocation
- Enhanced valuation visibility
- Flexibility to attract strategic investors and growth capital
Business Operations to Continue Without Disruption
L&T stated that all:
- Assets
- Liabilities
- Employees
- Customer contracts
- Ongoing projects
- Licences and approvals
will move to LTRPL as part of the scheme without affecting ongoing operations or employee benefits.
Next Steps
With shareholder approval now secured, the Scheme remains subject to final approval from the National Company Law Tribunal (NCLT) and other applicable regulatory authorities before becoming effective.
The voting results and scrutinizer’s report have also been uploaded on the company’s website and submitted to both the BSE and NSE.
Source: NSE Filing
