NCLT Approves Merger of Hinduja Leyland Finance into NDL Ventures
NDL Ventures Limited's merger with Hinduja Leyland Finance Limited has been approved by the NCLT. The scheme involves a share exchange ratio of 25 NDL Ventures shares for every 10 Hinduja Leyland Finance shares. The merger aims to enhance shareholder value and capitalize on NBFC sector growth. The appointed date for the merger was April 01, 2026.
The merger of a finance company into NDL Ventures is a major corporate action that will substantially alter the company's business and financial structure, impacting its market position and future prospects.
The NCLT approval of the merger is a significant positive development for NDL Ventures, paving the way for strategic growth and enhanced shareholder value.
NDL Ventures Limited (formerly NXTDIGITAL Limited) announced that the Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench, has approved the Scheme of Merger by Absorption of Hinduja Leyland Finance Limited into NDL Ventures Limited. The NCLT's order, dated November 03, 2026, was uploaded on the same day. This merger, under Sections 230 to 232 of the Companies Act, 2013, aims to leverage the growth potential in the Non-banking Finance Company (NBFC) sector, create shareholder value, and enhance the merged entity's financial strength and capital-raising capabilities.
The Scheme was approved by the equity shareholders of both companies on July 30, 2026, with overwhelming support. The Unsecured Creditors of Hinduja Leyland Finance also approved the scheme, while the meeting for NDL Ventures' unsecured creditors was dispensed with as their dues were settled.
The Share Exchange Ratio stipulated in the Scheme is 25 equity shares of face value ₹10 each of NDL Ventures for every 10 equity shares of face value ₹10 each fully paid up held in Hinduja Leyland Finance. The Appointed Date for the merger was fixed as April 01, 2026.
The NCLT order makes the Scheme absolute and binding on all parties. Hinduja Leyland Finance Limited stands dissolved without winding up. The Income Tax Department reserves the right to examine tax implications arising from the scheme. All liabilities of the transferor company will transfer to the transferee company, with specific provisions for offenses committed prior to the merger. The employees of Hinduja Leyland Finance will be absorbed by NDL Ventures on terms not less favorable than their existing conditions.
What to do with a filing like this
NDL Ventures Limited filed this with the NSE as a statutory disclosure, categorised under merger. It is a primary document, not a recommendation, and the desk marks it high impact, which is the band that most often changes something.
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See the model portfoliosA plain-language summary of a public exchange filing by NDL Ventures Limited. Read the original for the full detail.