Scheme of Arrangement

Larsen & Toubro Limited Secretarial Department L&T House, Ballard Estate e LARSEN & TOUBRO Narottam Morarjee Marg Mumbai - 400 001, INDIA Tel: +91 22 6752 5656 Fax: +91 22 6752 5858 www.Larsentoubro.com Email: igrc@larsentoubro.com CIN : L99999MH1946PLC004768 September 1, 2026 To, To, BSE Limited National Stock Exchange of India Limited Phiroze Jejeebhoy Towers, Exchange Plaza, 5th Floor, Dalal Street, Plot No. C/1, G Block, MUMBAI - 400 001 Bandra-Kurla Complex, STOCK CODE: 500510 Bandra (E), Mumbai - 400 051 STOCK CODE: LT Dear Sir/Madam, Sub: Intimation regarding Order of the Hon’ble National Company Law Tribunal, Mumbai Bench (the “Tribunal”) admitting the Joint Company Scheme Petition (Petition) in relation to the Scheme of Arrangement of Larsen & Toubro Limited (“Transferor Company/L&T”) and L&T Realty Properties Limited (“Transferee Company/LTRPL”) and their respective Shareholders and Creditors (“Scheme”) under Sections 230 to 232 and other applicable provisions of the Companies Act 2013 Further to our intimation dated August 4, 2026, we wish to inform that the Tribunal vide its Order dated August 18, 2026 (Uploaded on website of NCLT on September 1, 2026) admitted Petition under Sections 230 to 232 of the Companies Act, 2013 read with the Companies (Compromise, Arrangements and Amalgamations) Rules, 2016 seeking sanction to the Scheme and scheduled Tuesday, October 6, 2026, as the date of the hearing of the Petition. Copy of the Tribunal’s Order is enclosed herewith for your reference and records. Kindly take the above information on record. Thanking You, Yours sincerely, For Larsen & Toubro Limited Subramanian Narayan Company Secretary & Compliance Officer M. No. – A16354 An ISO 9001:2015 Certified Department NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH COURT III Item No.3 C.P. (CAA) 123/ MB/ 2026 Connected with C.A. (CAA) 59/MB/2026 CORAM: SHRI HARIHARAN NEELAKANTA IYER SMT. LAKSHMI GURUNG HON’BLE MEMBER (TECHNICAL) HON’BLE MEMBER (JUDICIAL) ORDER SHEET OF THE HEARING (HYBRID) ON 18.08.2026 NAME OF THE PARTIES: Larsen and Toubro Limited & L&T Realty Properties Limited. For Petitioner Companies: Adv. Tapan Deshpande a/w Adv. Aekaanth Nair i/b M/s. Cyril Amarchand Mangaldas SECTION 230 – 232 OF THE COMPANIES ACT, 2013 ORDER 1. Proceedings under Section 230 - 232 of the Companies Act, 2013 have been instituted. 2. Heard Ld. Counsel for the Petitioner Companies. The First Motion order was passed on 12.06.2026 read with rectification orders dated 16.06.2026 and 25.06.2026 in C.A. (CAA) 59/MB/2026. This Tribunal had directed to hold meeting of the equity shareholders of Petitioner Company 1 within 60 days. Further, it was directed to send notices to creditors of Petitioner Companies. It is submitted that the Petitioner Company 1 has, accordingly, convened the meeting of equity shareholders. Further the petitioner companies have sent notices to the Creditors. 3. Section 230 (5) of the Companies Act, 2013 read with Rule 8 and Rule 16 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 provides for issuance of Notice on such Petitions. 4. Section 230 (5), Rule 8 and Rule 16 read as follows: “Section 230. Power to compromise or make arrangements with creditors and members: (5) A notice under sub-section (3) along with all the documents in such form as may be prescribed shall also be sent to the Central Government, the income-tax authorities, the Reserve Bank of India, the Securities and Exchange Board, the Registrar, the respective stock exchanges, the Official Liquidator, the Competition Commission of India established under sub- section (1) of section 7 of the Competition Act, 2002 (12 of 2003), if necessary, and such other sectoral regulators or authorities which are likely to be affected by the compromise or arrangement and shall require that representations, if any, to be made by them shall be made within a period of thirty days from the date of receipt of such notice, failing which, it shall be presumed that they have no representations to make on the proposals.” Rule 8 “8. Notice to statutory authorities. – (1) For the purposes of sub-section (5) of section 230 of the Act, the notice shall be in Form No. CAA.3, and shall be accompanied with a copy of the scheme of compromise or arrangement, the explanatory statement and the disclosures mentioned under rule 6, and shall be sent to – (i) the Central Government, the Registrar of Companies, the Income-tax authorities, in all cases; (ii) the Reserve Bank of India, the Securities and Exchange Board of India, the Competition Commission of India, and the stock exchanges, as may be applicable; (iii) other sectoral regulators or authorities, as required by Tribunal. (2) The notice to the authorities mentioned in sub-rule (1) shall be sent forthwith, after the notice is sent to the members or creditors of the company, by registered post or by speed post or by courier or by hand delivery at the office of the authority. (3) If the authorities referred to under sub-rule (1) desire to make any representation under sub-section (5) of section 230, the same shall be sent to the Tribunal within a period of thirty days from the date of receipt of such notice and copy of such representation shall simultaneously be sent to the concerned companies and in case no representation is received within the stated period of thirty days by the Tribunal, it shall be presumed that the authorities have no representation to make on the proposed scheme of compromise or arrangement. Rule 16 “16. Date and Notice of hearing. 1. The Tribunal shall fix a date for the hearing of the petition, and notice of the hearing shall be advertised in the same newspaper in which the notice of the meeting was advertised, or in such other newspapers as the Tribunal may direct, not less than ten days before the date fixed for the hearing. 2. The notice of the hearing of the petition shall also be served by the Tribunal to the objectors or to their representatives under sub-section (4) of section 230 of the Act and to the Central Government and other authorities who have made representation under rule 8 and have desired to be heard in their representation.” 5. In view of the above, notice to be issued to the authorities specified in Section 230 (5) of the Companies Act, 2013 read with Rule 8 and Rule 16 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 for submitting their representation if any. Notice be served by all modes (Hand delivery or email or Speed Post) and affidavit evidencing proof of service to be filed within 7 days. 6. In addition to the service of notice as above, a) Petitioners are directed to take steps for service of notice in Form CAA-3 to the Central Government, through the Ministry of Corporate Affairs to the jurisdictional Regional Director, Ministry of Corporate Affairs, to be sent to the relevant email addresses mentioned in Annexure-I. b) Notice to the concerned Registrar of Companies to be sent though the appropriate email addresses mentioned in Annexure-II. c) Notice to the concerned Income Tax Authorities through the appropriate email addresses mentioned in Annexure-IV. d) Notice to the concerned Statutory Regulators / Sectoral Regulators, if applicable, be served. 7. Notice be also directed to be published in two prominent and widely circulating daily newspaper namely, Business Standard (Mumbai edition) in English language and a Marathi translation thereof in Loksatta (Mumbai edition) in terms of Rule 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and an affidavit evidencing proof of publication be filed. 10. All authorities on receipt of notice, are directed to file their representation, if any within 30 days from the date of receipt of the notice. In case no representation is received, it will be presumed that they have no objection to the proposal. 11. List this matter on 06.10.2026. Sd/- Sd/- HARIHARAN NEELAKANTA IYER LAKSHMI GURUNG [Showing first 8,000 characters — download PDF for full document]