NDL Ventures Ltd

Regulatory merger update

• Interim NCLT order dated 13 Aug 2026 in merger by absorption of Hinduja Leyland Finance into NDL Ventures.
• Interim order uploaded on NCLT website on 19 Aug 2026.
• Petition admitted by NCLT for Scheme of Merger by Absorption under Sections 230-232.
• Hearing for final disposal fixed on 18 Sep 2026.
• Notice to statutory authorities to be issued under Section 230(5) and Form CAA.3.
• Representations by authorities to be received within 30 days of notice.
• Petitioners to publish hearing notices in English and local vernacular newspapers and host scheme on websites.
• Transferor: Hinduja Leyland Finance Limited; Transferee: NDL Ventures Limited (formerly NXTDIGITAL Limited).

Financials

• Total income 126.94 lakhs; revenue from operations nil; other income 126.94.
• Employee benefits expense 45.48; other expenses 69.94; total expenses 115.42.
• Profit before tax 11.52; tax expenses 2.64; net profit after tax 8.88.
• Basic and diluted EPS 0.05 for the quarter.
• Independent auditor's review report: unmodified.

Corporate actions & approvals

• 41st AGM fixed for Sept 21, 2026 via VC/OAVM.
• Record date for dividend Sept 15, 2026, if approved.
• Cut-off for remote e-voting Sept 15, 2026.
• Approved material related party transactions for FY2027-28 period.
• Re-appointed Sudhanshu Tripathi as Non-Executive Non-Independent Director.
• NCLT approved merger with Hinduja Leyland Finance Limited; no impact on current results.

Purpose of Meeting

• Special resolution to approve merger by absorption of HLFL into NDL Ventures; Appointed Date 01-Apr-2026.

Key Resolution

• Approve Scheme of Merger by Absorption of HLFL into NDL Ventures; merger with effect from 01-Apr-2026.

Voting Outcome

• Outcome: approved by equity shareholders with requisite majority.
• Total votes polled: 63,49,918; in favour: 63,49,888; against: 30.
• Promoter group: 0 votes polled; no promoter votes against.
• Public Institutions: 17,92,388 in favour; 0 against.
• Public Non-Institutions: 45,57,530 polled; 45,57,500 in favour; 30 against.
• Overall: 18.86% of outstanding shares voted; 99.9995% in favour.

Shareholder/Creditor Impact

• Merger alters capital structure; effective post NCLT sanction.

Next Steps

• Pending: NCLT sanction to formalize amalgamation.
• Timeline for effectiveness not disclosed.

Key resolutions

• Approval of Scheme of Merger by Absorption of Hinduja Leyland Finance Limited into NDL Ventures Limited.
• Appointed Date for merger: 01-Apr-2026, subject to NCLT sanction and other regulatory approvals.
• Authorized to implement merger and address NCLT or regulatory conditions.
• Post-meeting e-voting results to be announced within two working days with Scrutinizer report.
• Meeting concluded at 12:54 PM IST.

Next steps

• Await NCLT sanction and other regulatory clearances for the merger to take effect.
• Scrutinizer's report and voting results to be communicated to exchanges and on company/NSDL portals.

Dematerialisation compliance

• Confirmed (approved/rejected) dematerialisation requests.
• Dematerialised shares listed on the same stock exchanges as prior shares.
• Mutilated and cancelled the certificate(s) forwarded by depository participants.
• Depository name substituted as the registered owner in our records.

Purpose of Meeting

• Scheme of Merger by Absorption of Hinduja Leyland Finance Limited into NDL Ventures Limited.

Key Resolutions/Business

• Approval of the Scheme of Merger by Absorption under Sections 230-232 of the Companies Act.

Voting Outcome

• Outcome not disclosed; meeting scheduled July 30, 2026 to approve the merger.

Shareholder/Creditor Impact

• No exchange ratio or impact details disclosed in the notice.

Next Steps

• Awaiting shareholder approval at 30 July 2026; court sanction and effectiveness to follow.

Key Decisions

• NCLT order directs convening equity shareholders' meeting for merger by absorption with HLFL.
• Unsecured creditors paid; no dues certificate; unsecured creditors meeting not required.
• Equity shareholders' meeting fixed for July 30, 2026 at 12:00 IST via video conferencing.