L&T Realty Demerger: NCLT vote set for Aug 4, 2026

What the NCLT-directed meeting is about

Larsen & Toubro Limited (L&T) has scheduled an NCLT-convened meeting of its equity shareholders on August 4, 2026. The meeting is intended to seek shareholder approval for a Scheme of Arrangement between L&T and its subsidiary, L&T Realty Properties Limited (LTRPL). The scheme covers the transfer and vesting of L&T’s Realty Undertaking into LTRPL. The transaction is proposed to be executed on a going-concern basis through a slump sale. The update was disclosed through filings referencing an order of the National Company Law Tribunal (NCLT), Mumbai Bench.

Key dates: August 4 meeting and e-voting window

The shareholder meeting is scheduled for Tuesday, August 4, 2026 at 3:00 p.m. IST. L&T will conduct the meeting through Video Conferencing (VC) or Other Audio-Visual Means (OAVM), without physical presence, in line with Ministry of Corporate Affairs circulars on such meetings. The cut-off date to determine e-voting eligibility is Tuesday, July 28, 2026. Remote e-voting opens on Friday, July 31, 2026 at 9:00 a.m. IST and closes on Monday, August 3, 2026 at 5:00 p.m. IST. L&T has said it will finalize and dispatch the meeting notice to shareholders.

What L&T is proposing under the Scheme of Arrangement

Under the scheme, L&T proposes to transfer its Realty Undertaking to LTRPL. The transfer is structured as a slump sale and is stated to be valued at ₹6,296.63 crore. The scheme’s appointed date is April 1, 2026. The disclosure also notes that the scheme requires NCLT approval. L&T’s board and LTRPL’s board approved the scheme on December 8, 2025.

Consideration: shares to be issued by LTRPL

As part of the consideration, LTRPL will issue 3,935,393,685 fully paid equity shares to L&T. In Indian numbering, this was disclosed as 3,93,53,93,685 shares, or about 393.54 crore shares. Each share will have a face value of ₹10 and a premium of ₹6 per share, as stated in the scheme details referenced in the disclosure. The share issuance forms part of the overall arrangement under which the realty undertaking is moved into the subsidiary.

NCLT orders: June 12 order and June 16 rectification

L&T said it received a certified copy of the NCLT order dated June 12, 2026, read with a rectification order dated June 16, 2026. The NCLT directed L&T to convene the shareholder meeting through electronic mode within 60 days. The disclosure also references that a clerical typographical error in the first-motion order was rectified, including an error related to the date and a reference to “unsecured” instead of “secured” creditors’ meeting. The company’s update indicates that the operative direction remained focused on convening the shareholders’ meeting and the process around it.

Creditor meetings waived; representations invited

The NCLT dispensed with meetings for L&T’s secured and unsecured creditors, based on consents received and the structure of the scheme, as per the disclosure. For creditors, the tribunal’s direction was to allow written representations within 30 days rather than holding formal meetings. The tribunal also dispensed with meetings of equity shareholders and unsecured creditors of LTRPL. No meeting of LTRPL’s secured creditors was required because it had no secured creditors, according to the details included in the update.

Voting threshold and when results are expected

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 is consistent with the voting requirement specified in the disclosure. L&T stated that the results of the voting will be announced on or before August 6, 2026. The company is offering electronic voting facilities to shareholders to participate in the decision process.

Shareholder base and process focus

The NCLT directed L&T to convene a meeting of its 17.31 lakh equity shareholders within 60 days. The meeting is being held in a court-convened format, reflecting the tribunal-led process for scheme approvals. L&T has indicated that scheme documents and financial information are made available on the company’s website. The emphasis in the communication is on process compliance, electronic participation, and timely disclosure.

Summary table: meeting schedule and scheme facts

Why the development matters for investors

The scheduled meeting is a key procedural milestone in L&T’s proposed realty demerger into LTRPL under a tribunal-supervised scheme process. For shareholders, the immediate decision point is whether to approve the scheme at the court-convened meeting and through the accompanying e-voting process. For the company, the NCLT’s directions on meeting convening and creditor handling set out the compliance roadmap, including the 30-day window for creditor representations. The next disclosure milestone flagged by the company is the announcement of voting results on or before August 6, 2026.

Next steps to watch

The August 4, 2026 meeting will determine whether the scheme receives the required shareholder approval threshold. L&T has stated it will dispatch the meeting notice and provide electronic voting facilities around the specified dates. With the voting outcome expected by August 6, 2026, the subsequent step remains the continuation of the NCLT approval process based on the scheme framework already placed before the tribunal.