Nature of Disclosure: Regulatory intimation pursuant to Regulation 30 of SEBI LODR Regulations, 2015, regarding the receipt of the final order from the National Company Law Tribunal (NCLT), Mumbai Bench, approving the Scheme of Merger by Absorption.

Key Event: The Hon'ble NCLT, Mumbai, vide its order dated November 03, 2026 (uploaded on the NCLT website on the same day), has approved the Scheme of Merger by Absorption of Hinduja Leyland Finance Limited (Transferor Company) into NDL Ventures Limited (Transferee Company) under Sections 230 to 232 of the Companies Act, 2013. The certified copy of the order is awaited.

Parties Involved:

  • Transferor Company: Hinduja Leyland Finance Limited (CIN: U65993MH2008PLC384221). Incorporated on November 12, 2008. Registered office at Plot No. C-21, Tower C (1-3 Floors), G Block, Bandra Kurla Complex, Bandra (East), Mumbai - 400051.
  • Transferee Company: NDL Ventures Limited (CIN: L65100MH1985PLC036896), formerly known as NXTDIGITAL Limited. Incorporated on July 18, 1985. Registered office at IN Centre, 49/50, MIDC, 12th Road, Andheri (East), Mumbai - 400093.

Scheme Rationale: The stated rationale for the merger includes enabling NDL Ventures to enter and grow in the NBFC sector, creating shareholder value, achieving greater efficiency in capital raising, avoiding duplication of administrative functions, integrating operational strategies, increasing the net worth of the Transferee Company, and ensuring efficient management control and corporate governance.

Appointed Date: The Appointed Date fixed under the Scheme is April 01, 2026.

Consideration / Share Exchange Ratio: The consideration for the merger is set at a share exchange ratio of 25 equity shares of NDL Ventures Limited (face value INR 10 each) for every 10 equity shares of Hinduja Leyland Finance Limited (face value INR 10 each) held by the shareholders of HLFL on the Record Date.

Approval Process:

  • The boards of both companies approved the Scheme in their respective meetings held on November 25, 2025.
  • The NCLT, vide order dated June 17, 2026, directed the convening of meetings of equity shareholders and unsecured creditors.
  • The equity shareholders' meetings were held on July 30, 2026. The Scheme was approved by 100% of the shareholders (in value and number) of Hinduja Leyland Finance present and voting. It was approved by 99.99% in value and 97.87% in number of the shareholders of NDL Ventures present and voting.
  • The meeting of unsecured creditors of Hinduja Leyland Finance was held on July 30, 2026, where the Scheme was approved by 99.99% of the creditors participating. For NDL Ventures, the meeting of unsecured creditors was dispensed with as its three unsecured creditors (aggregate outstanding Rs. 8,77,159 as of March 31, 2026) had been paid and had issued No-Dues Certificates.

Regulatory Observations and Undertakings:

  • Regional Director (Western Region, Mumbai): Filed a report dated September 29, 2026. The companies undertook to comply with various provisions including Rule 8A(1)(w) of the Companies (Incorporation) Rules, 2014, Section 232(3)(i) of the Companies Act, 2013, and to protect the interests of creditors and employees. They also undertook to comply with all applicable Accounting Standards, Income-tax Act, GST requirements, and sectoral regulations.
  • Official Liquidator, High Court, Bombay: Filed a report dated September 17, 2026, raising observations on the Transferor Company's overdue loan portfolio, repayment obligations, and valuation of certain FVTOCI loan assets. The company clarified that Expected Credit Loss (ECL) provisions as of March 31, 2026, are adequate, the company is well-positioned to meet repayments, and an independent valuer was engaged. The OL concluded that the affairs of the Transferor Company had not been conducted prejudicially.
  • Assistant Commissioner of Income Tax (Central)-2(3), Mumbai: Filed a report dated August 12, 2026. The companies clarified the Scheme is for bona fide commercial reasons and its tax implications shall be governed by the Income-tax Act. They undertook that the sanction shall not prejudice the rights of the Income Tax Department to initiate proceedings in case of tax avoidance.

NCLT Order Key Directives:

  • The Scheme is approved and shall be binding on both companies and all stakeholders.
  • Hinduja Leyland Finance Limited (Transferor Company) is dissolved without winding up.
  • The Income Tax Department is at liberty to examine any tax payable and take action if the scheme results in tax avoidance.
  • All liabilities of the transferor company shall be transferred to the transferee company, though liabilities for offences committed by officers in default prior to the merger shall continue as per Section 240 of the Companies Act, 2013.
  • A copy of the Order and the Scheme must be filed with the Registrar of Companies in E-Form INC-28 within 30 days of receipt.
  • All employees of the Transferor Company shall become employees of the Transferee Company without any break in service and on terms not less favourable.
  • A copy of the Order and Scheme must be lodged with the Superintendent of Stamps for adjudication of stamp duty within 60 days of receipt.

Case References: Company Petition No. CP (CAA) 120/MB/2026 in Company Application No. CA (CAA) 107/MB/2026.