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LT · Larsen & Toubro Limited · NSE · Filed 28 Jul · 2 min read

L&T Board Approves Merger of Dormant Power-Development Arm Into the Parent

L&T's board approved a scheme to absorb wholly owned L&T Power Development Limited — now an intermediate company that has ceased core operations — with no shares issued and no cash paid.

What was filed

On July 28, 2026, L&T's board approved a Scheme of Amalgamation to merge **L&T Power Development Limited (LTPDL)**, a wholly owned subsidiary, into the Company under Sections 230–232 of the Companies Act, 2013. LTPDL was originally set up as L&T's power-development arm but, per the filing, "has ceased to carry on its core business operations and is an intermediate company."

Because LTPDL is wholly owned, the filing states that on the effective date all shares L&T holds in it will simply be cancelled — no new shares will be issued and no cash or other consideration will be paid. As a result, no valuation exercise and no share-exchange ratio were required, and there will be no change in L&T's shareholding pattern.

The Scheme still requires sanction from the Mumbai bench of the National Company Law Tribunal (NCLT) and other approvals. L&T said the Scheme will be posted on its website after submission to BSE and NSE.

The rationale L&T gave

L&T frames the merger as a structural-simplification step. The residual assets, investments, rights and obligations of LTPDL will vest in the parent, giving what the filing called "enhanced operational clarity and legal certainty."

Notably, the Company said the merger will "centralize all pending litigations, claims and contingent liabilities associated with the power development portfolio" at the parent level, aligning those exposures with L&T's "stronger balance sheet, governance and risk-management framework." It also cited reduced overheads, fewer separate compliances, and a simplified group structure. The filing adds that the transaction does not fall within related-party-transaction provisions, per an MCA circular and Regulation 23(5)(b) of the SEBI Listing Regulations.

Filed together with June-quarter results

The same board meeting approved L&T's consolidated and standalone unaudited results for the quarter ended June 30, 2026, which the Company described as "sustaining momentum amid volatility," reporting year-on-year growth in revenue, profit and group order inflows (see key figures below).

Management also flagged two portfolio actions in the quarter: the completed sale of Nabha Power Limited and a signed share-purchase agreement with Hyderabad Metro Rail Limited to divest its 100% stake in the Hyderabad Metro SPV — both, it said, consistent with a stated strategy of exiting the concessions portfolio. From April 1, 2026, the Group also realigned its reporting segments under its "Lakshya 2031" plan, including a newly formed Energy – Green segment.

Consolidated revenue — Q1 FY26
₹63,679 → ₹67,942 crQ1 FY26 → Q1 FY27+7%
Consolidated PAT — Q1 FY26
₹3,617 → ₹4,123 crQ1 FY26 → Q1 FY27+14%
Group order inflows — Q1 FY26
₹94,453 → ₹108,014 crQ1 FY26 → Q1 FY27+14%
Net margin
5.7% → 6.1%Q1 FY26 → Q1 FY27held ~6%
LTPDL net worth (standalone, as on 31 Mar 2026)
₹2,703.12 crore
LTPDL revenue (standalone, as on 31 Mar 2026)
Nil
L&T net worth (standalone, as on 31 Mar 2026)
₹74,532.90 crore

‡ Computed by us from the filing’s own figures — not a company-stated number.

For holders, this is a structural simplification rather than a change in economics — the filing states there is no share issuance, no cash consideration, and no change in L&T's shareholding pattern. Its practical relevance lies in consolidating the power-development portfolio's assets and, notably, its pending litigations and contingent liabilities onto the parent's balance sheet, subject to NCLT and other approvals.

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