What was approved
At an NCLT-convened meeting held on 4 August 2026 through video conferencing, equity shareholders of Larsen & Toubro approved a Scheme of Arrangement under Sections 230 to 232 of the Companies Act, 2013, providing for the transfer of L&T's Realty Undertaking to L&T Realty Properties Limited (LTRPL) as a going concern.
Per the scrutinizer's report, the resolution passed by the requisite majority — including approval by shareholders representing three-fourths in value of the equity shares held by those voting — with no invalid votes. The filing records that 116 members attended the meeting. The resolution now moves toward sanction by the NCLT, Mumbai Bench, alongside other requisite regulatory approvals.
How the transaction is structured
According to the Chairman's address annexed to the filing, the transfer is proposed as a slump sale of the Realty Undertaking on a going-concern basis, with the consideration discharged through fully paid-up equity shares issued by LTRPL to L&T.
The Chairman stated that LTRPL will remain a wholly-owned subsidiary and that the arrangement involves no dilution of shareholding in L&T — no change in ownership, voting rights or shareholder interests. All assets, liabilities, contracts, approvals, licences, employees and operations tied to the realty business are to move to the subsidiary, with employee service and existing benefits stated to be protected.
Why the company says it is doing this
The Chairman's address frames the rationale as housing the realty business under a dedicated platform for sharper strategic focus, greater operating agility and enhanced managerial accountability, while continuing to draw on the L&T brand and governance. The company said the structure is intended to give greater flexibility to access growth capital and attract strategic partners and sector-focused investors.
Per the address, the realty business has an estimated development potential of approximately 71 million square feet across Mumbai, Navi Mumbai, Bengaluru, NCR and Chennai, and the reorganisation is stated to have no material impact on L&T's broader engineering, manufacturing, technology and infrastructure businesses.