Lodha Developers Limited shareholders approve merger, NCLT pending

Lodha Developers Limited shareholders approved the absorption of National Standard (India) Limited and Roselabs Finance Limited on 9 October 2026. The scheme, filed with the Mumbai bench of the National Company Law Tribunal on 11 June 2026, still needs final tribunal approval, and Lodha Developers’ standalone results for the six months ended 30 September 2026 exclude its accounting impact.

What did Lodha Developers shareholders approve?

Lodha Developers shareholders approved a scheme to merge two listed subsidiaries, National Standard (India) Limited and Roselabs Finance Limited, into the company by absorption. The company disclosed the 9 October 2026 shareholder approval in notes accompanying unaudited standalone results for the quarter and six months ended 30 September 2026, approved by the board on 30 October 2026.

The filing calls the transaction a “Scheme of merger by absorption” and identifies only the two listed subsidiaries in the proposal. It was filed with the National Company Law Tribunal, or NCLT, Mumbai bench on 11 June 2026. The disclosure does not describe the transaction as a sale, disposal or investment.

Lodha Developers did not disclose an effective date, share-exchange ratio, consideration, expected completion date or a quantified financial effect from the absorption. The confirmed corporate milestone is therefore shareholder approval on 9 October 2026, while the remaining disclosed legal step is final approval by the Mumbai NCLT.

What approval does the Lodha Developers merger still need?

The Lodha Developers scheme still requires final approval from the NCLT’s Mumbai bench. In the 30 October 2026 announcement, the company said the scheme was under process for final approval, meaning the shareholder vote had not by itself completed the merger.

The distinction is material because the disclosed financial statements are standalone results for the six months from 1 April 2026 to 30 September 2026. They show Lodha Developers’ own financial position and performance rather than a combined position after absorbing the two subsidiaries.

The filing gives no date for an NCLT hearing, deadline for a tribunal order or further condition to closing beyond the final approval it identifies. The tribunal decision is consequently the next disclosed event for determining whether the approved scheme proceeds to legal completion.

Why is the merger absent from Lodha Developers’ accounts?

Lodha Developers prepared its standalone financial results without giving effect to the merger scheme because final NCLT approval remained pending. This treatment applies to the quarter and six-month results ended 30 September 2026, as stated in note 3 of the 30 October 2026 filing.

The reported figures therefore should not be interpreted as including assets, liabilities, revenue or profit transferred through the proposed absorption of National Standard (India) Limited and Roselabs Finance Limited. Lodha Developers reports one segment, real estate development, and provides no separate revenue, profit or asset contribution for either subsidiary in the announcement.

Walker Chandiok & Co LLP issued an unmodified conclusion on the unaudited standalone results on 30 October 2026. The reviewer said nothing had come to its attention that caused it to believe the results for the quarter and six months ended 30 September 2026 failed to meet the applicable disclosure requirements or contained a material misstatement.

How did Lodha Developers’ standalone earnings change before merger accounting?

Lodha Developers reported higher standalone revenue and net profit in the six months ended 30 September 2026, before any effect from the scheme. Revenue from operations rose to Rs 7,652.7 crore from Rs 6,332.7 crore in the corresponding 2025 period, while net profit increased to Rs 1,694.5 crore from Rs 979.9 crore.

The quarter ended 30 September 2026 was lower than the immediately preceding quarter ended 30 June 2026. Revenue from operations was Rs 3,274.8 crore, compared with Rs 4,377.9 crore, and net profit was Rs 645 crore, compared with Rs 1,049.5 crore. Against the quarter ended 30 September 2025, revenue increased from Rs 2,983.4 crore and net profit increased from Rs 335.6 crore.

Profit before tax for the six months increased by Rs 927.4 crore year on year, alongside a Rs 1,320 crore increase in revenue from operations. Cost of projects rose to Rs 4,349.4 crore from Rs 3,984.6 crore and finance costs increased to Rs 389.9 crore from Rs 359.8 crore. These movements are standalone figures and do not quantify the proposed absorption.

What balance-sheet and debt figures apply while approval is pending?

Lodha Developers reported standalone total assets of Rs 61,691 crore at 30 September 2026, compared with Rs 57,566.5 crore at 31 March 2026. Non-current assets increased to Rs 9,046.5 crore from Rs 7,689 crore, while current assets rose to Rs 52,644.5 crore from Rs 49,877.5 crore.

Total equity, comprising share capital and other equity in the statement of assets and liabilities, was Rs 23,520.2 crore at 30 September 2026, against Rs 22,211.4 crore at 31 March 2026. Non-current borrowings rose to Rs 5,019 crore from Rs 3,681.3 crore, while current borrowings increased to Rs 7,138.6 crore from Rs 7,043 crore.

Lodha Developers had listed secured redeemable non-convertible debentures, or NCDs, outstanding of Rs 2,690.5 crore at 30 September 2026. The company said these NCDs were secured by registered mortgages over identified project land, construction on that land and project receivables, with security cover exceeding the stipulated coverage for the identified tranches.

The debt-equity ratio was 0.52 at 30 September 2026, unchanged from 30 June 2026 and lower than 0.55 at 30 September 2025. The net debt-equity ratio was 0.35, compared with 0.32 in the preceding quarter and 0.39 a year earlier. The company defines net debt as total debt less cash and cash equivalents, fixed deposits and liquid investments.

Conclusion

The shareholder decision advances Lodha Developers’ plan to absorb its two listed subsidiaries, but the company’s reported standalone numbers remain on a pre-merger basis. Its six-month performance to 30 September 2026 included Rs 7,652.7 crore of revenue from operations and Rs 1,694.5 crore of net profit, with no disclosed scheme-related accounting adjustment.

The next matter to watch is the final order from the NCLT’s Mumbai bench, for which the filing gives no hearing or completion date. Until that approval is obtained, Lodha Developers has said its standalone reporting will continue without impact from the scheme, leaving the legal completion and resulting accounting treatment unresolved.