L&T EGM 2026: Realty Demerger Vote Set for Aug 4

What shareholders are being asked to approve

Larsen & Toubro Limited (L&T) has scheduled an extraordinary general meeting (EGM) of equity shareholders on August 4, 2026 to vote on a proposed Scheme of Arrangement. The scheme is between L&T as the transferor company and L&T Realty Properties Limited (LTRPL) as the transferee company. The proposal provides for the transfer and vesting of L&T’s Realty Undertaking to LTRPL. The transaction is structured as a slump sale of the Realty Undertaking as a going concern. The scheme carries an appointed date of April 1, 2026, meaning the transfer is proposed to take effect from that date, subject to approvals. Shareholder approval is a key condition before the company moves further in the restructuring process.

Meeting details and how the vote will be conducted

The shareholder meeting is scheduled for Tuesday, August 4, 2026 at 3:00 p.m. IST. It will be held through Video Conferencing (VC) or Other Audio-Visual Means (OAVM). L&T has also set a cut-off date of Tuesday, July 28, 2026 to determine eligibility for e-voting. Remote e-voting is slated to open on Friday, July 31, 2026 at 9:00 a.m. IST and close on Monday, August 3, 2026 at 5:00 p.m. IST. These timelines are intended to provide shareholders a defined window to cast votes ahead of the meeting. The company has said the voting results will be announced on or before August 6, 2026.

Voting threshold required under the scheme

For the scheme to be approved at the shareholder meeting, it must receive the required majority under the applicable process described by the company. Specifically, the scheme requires approval by a majority of persons representing three-fourths in value of the members of L&T casting their votes. This threshold ties the outcome to both the number of members voting and the value of shareholding represented in those votes. Such requirements are typical for court or tribunal-supervised arrangements under the Companies Act framework. The company’s next steps also depend on regulatory and tribunal clearances. Shareholder voting is therefore one part of a larger approval chain.

What exactly is being transferred, and on what basis

Under the Scheme of Arrangement, L&T’s Realty Undertaking will be transferred to LTRPL. The scheme states the transfer is on a going concern basis, meaning business operations, assets, and liabilities associated with the undertaking are intended to move as a functioning unit. The transaction is described as a slump sale, which generally implies a sale for a lump sum consideration without values being assigned to individual assets and liabilities in the same way as an itemised sale. The appointed date for this transfer is April 1, 2026. LTRPL is identified as L&T Realty Properties Limited, formerly known as L&T Seawoods Limited. The structure positions LTRPL as the receiving entity for L&T’s real estate operations under the scheme terms.

Consideration: share issuance and valuation disclosed

The consideration involves issuance of equity shares by LTRPL to L&T. As per the scheme details provided, LTRPL will issue 3,93,53,93,685 fully paid-up equity shares of face value ₹10 each at a premium of ₹6 each. In crore terms, this equals about 393.54 crore shares. The valuation of the Realty Undertaking is stated as ₹6,296.63 crore. The scheme also mentions that it provides for value adjustment in accordance with its terms. These terms become important in interpreting the final economics once all approvals and effective steps are completed.

Key dates and procedural milestones

Stock exchange observation letters: what L&T received

L&T disclosed that it received observation letters from both stock exchanges for the proposed scheme. BSE issued its letter dated March 18, 2026 stating “no adverse observation,” while NSE issued its letter dated March 19, 2026 stating “no objection.” The company said these letters enable filing with the National Company Law Tribunal (NCLT) within six months of the respective letter dates. The exchange letters also referenced compliance requirements, including shareholder disclosures, financial data currency requirements, and that new equity shares should be issued in demat form. These observations form part of the listing and regulatory process before tribunal review. They do not by themselves complete the scheme, but they clear an important procedural step.

Board approval and the approvals still needed

The scheme was approved by L&T’s Board of Directors on December 8, 2025, at a meeting held in Muscat, Oman. The board decision followed recommendations from the Audit Committee and independent directors, according to the information provided. The transaction remains subject to approvals from shareholders and creditors, stock exchanges, and final sanction from the Mumbai Bench of the NCLT. The scheme is proposed under Sections 230 to 232 of the Companies Act, 2013. L&T has also pointed investors to the full scheme documents hosted on its investor website at https://investors.larsentoubro.com. The overall timeline depends on completion of each approval stage described in the scheme process.

Market context: stock performance and analyst note cited

Separately, a market note referenced Goldman Sachs maintaining a Buy rating on L&T with a target price of Rs 4420. The same note cited an 18% stock decline attributed to Middle East project execution concerns and the possibility of a regional capex slowdown. This market backdrop sits alongside the corporate restructuring process but is driven by a different set of business and macro factors. For investors, the demerger vote and the market commentary are distinct data points to track. The shareholder meeting will determine whether the scheme advances to the next stage. Any further progress would also hinge on tribunal and other approvals already outlined by the company.

Why this EGM matters in the scheme timeline

The August 4 meeting is the key shareholder checkpoint in the pathway to implement the Realty Undertaking transfer to LTRPL. The scheme is already framed with an appointed date of April 1, 2026, but it still requires approvals to become operative. With stock exchange observation letters dated March 18 and March 19, 2026, the process has moved through an important regulatory gate for listed entities. The vote threshold, results timeline by August 6, 2026, and the NCLT filing window set clear near-term milestones. The next confirmed step after voting is the announcement of results by the company within the stated timeline. After that, the scheme’s progress depends on the remaining approvals, including NCLT sanction.