NDL Ventures Board Clears Merger With Hinduja Leyland Finance; Sets April 1, 2026, as Appointed Date

Mumbai, November 26, 2025 NDL Ventures Limited (NSE: NDLVENTURE, BSE: 500189) recently approved a major corporate restructuring plan. As per the company’s regulatory filing, the board has cleared the merger of Hinduja Leyland Finance Limited with itself. This marks a significant step by the company in the non-banking financial services space. Furthermore, the company has approved the reappointment of Shah & Modi as the Internal Auditor.

Key Details Of The Scheme

The board of the company met on November 25, 2025. The board meeting commenced at 8:15 PM and concluded at 9:00 PM. In the meeting, the board reviewed the recommendations from the Audit Committee and Independent Directors. After the review, the board unanimously approved the proposed merger scheme. The company made a regulatory filing of the same. As per the filing, during the merger, the company will absorb Hinduja Leyland Finance Limited (HLFL) into itself. The appointed date for the same is set at April 1, 2026.

There will be no cash consideration in the merger. The merger will be done under a share swap scheme. So, for every 10 equity shares of HLFL of face value Rs 10 each, 25 equity shares of NDL Ventures of face value Rs 10 each will be allotted. Post the completion of the merger, HLFL’s large NBFC platform will be consolidated with NDL Ventures. The platform has recently entered into financial services following the earlier demerger of its digital and media business.

Impact on Shareholding

Post the merger, HLFL will cease to exist, and all its shareholders will become shareholders of NDL Ventures. As a new venture will be allocated new shares in the swap ratio, the merger will have a material impact on its shareholding pattern. Furthermore, the company will also reflect a significantly enhanced net worth and scale.

Reasons For Merger

The company approved the merger, citing several strong commercial advantages. Most importantly, it gives the business a firm entry into the NBFC sector. It is also expected to enhance capital-raising efficiency and eliminate overlapping administrative functions, leading to meaningful cost savings. With both entities combining their resources, the merged organisation is expected to operate with greater stability and improved efficiency. The board has also clarified that the merger will not negatively affect the employees, directors, creditors, or shareholders of either company.

Internal Auditor Reappointment

In the normal course of business, the company approved the reappointment of its internal auditor. Shah & Modi have been reappointed as the company’s Internal Auditors, with the appointment effective from November 25, 2025. Founded in 1987, Shah & Modi specialises in FEMA advisory, international taxation, transfer pricing, NRI taxation, and internal audits.

Market Snapshot

The share price of NDL Ventures Limited was trading at ₹95.00 as of November 26, 2025, 12:56 pm. This is a -4.09% or ₹-4.05 change from its previous close of ₹99.05. The intraday range has been between ₹94.09 and ₹100.00. The company has had an active trading session so far. Its total market capitalisation stands at ₹319.88 crore. Further, it had a total traded value and volume of ₹0.76 crore and 0.77 lakh shares, respectively.

NDL Ventures Limited was formerly known as NXTDIGITAL Limited. It was a digital media service provider. However, after a recent corporate restructuring initiative, it switched to financial services. In FY25, the company reported a net worth of Rs 60.05 crore. The company is listed on both NSE and BSE and trades under the tickers NDLVENTURE and 500189, respectively.

REF: https://nsearchives.nseindia.com/corporate/HINDUJAVEN_25112025213009_OUTCOMEOFBOARDMEETING25112025SIGNED.pdf

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