Ashok Leyland Ltd material subsidiary Hinduja Leyland Finance Limited has secured approval from its unsecured creditors for the scheme of merger by absorption with NDL Ventures Limited. The Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench, convened the meeting of unsecured creditors, including non-convertible debenture (NCD) holders, on July 30, 2026. The resolution seeking approval for the scheme was passed with unanimous support from the voting creditors, representing the entire outstanding debt of those who cast valid votes. This approval marks a critical step in the restructuring process, allowing the transferor company to merge into the transferee company with effect from April 1, 2026.

The voting process was conducted through remote e-voting and electronic voting during the meeting, facilitated by National Securities Depository Limited (NSDL). Pranay D. Vaidya and Co., Practicing Company Secretaries, appointed as the scrutinizer by the NCLT, confirmed that the requisite majority under Section 230(6) of the Companies Act, 2013, was achieved. The cut-off date for determining eligible unsecured creditors was July 23, 2026. Notably, while the list submitted to the NCLT was as of March 31, 2026, the voting rights were extended to creditors registered as of the later cut-off date in compliance with statutory provisions.

Voting Results for Unsecured Creditors

The scrutinizer’s report details the voting patterns for the resolution approving the scheme of merger. All valid votes cast were in favor of the resolution, with no abstentions or invalid votes recorded.

Four unsecured creditors voted against the resolution, representing an outstanding debt of ₹28,00,000. However, their dissent did not prevent the resolution from passing, as the affirmative votes constituted 100% of the total valid votes cast in favor.

Equity Shareholder Approval

In a parallel development, the equity shareholders of Hinduja Leyland Finance Limited also approved the merger scheme during a separate NCLT-convened meeting held on July 30, 2026. The resolution received unanimous support from public shareholders, excluding promoters and their group entities, subsidiaries, and associates, as mandated by SEBI guidelines.

A total of 36 members voted in favor, holding 13,81,61,834 shares. No votes were cast against the resolution by public shareholders. The promoter votes were excluded from the calculation of the e-voting results to ensure independent shareholder consent. This dual approval from both debt and equity stakeholders paves the way for final sanction by the NCLT.

Key Scheme Details

The scheme provides for the merger of Hinduja Leyland Finance Limited (Transferor Company) into NDL Ventures Limited (Transferee Company), formerly known as NXTDIGITAL Limited. The appointed date for the merger is April 1, 2026. Mr. Sachin Pillai, Managing Director and Chief Executive Officer, along with Mr. Prateek Parekh, Chief Financial Officer, and Ms. Srividhya R, Company Secretary, have been authorized to implement the scheme and accept any modifications imposed by the NCLT or other regulatory authorities.

The approvals come after extensive procedural compliance, including advertisements in Financial Express and Loksatta on July 2, 2026, and remote e-voting conducted between July 27 and July 29, 2026. The seamless execution of the voting process, with zero invalid or abstained votes, reflects strong stakeholder alignment with the proposed restructuring.

Ashok Leyland reported a robust 30% year-on-year increase in total vehicle sales for July, delivering 19,590 units compared to 15,064 units in July last year — surpassing market estimates of 16,900 units. Domestic sales alone jumped 33% year-on-year to 17,980 units, up from 13,501 units in the same month last year. The surge was largely propelled by strong demand in the medium and heavy commercial vehicle (M&HCV) truck segment, which saw a 43% jump in domestic monthly deliveries. This performance underscores the company's continued dominance in the Indian commercial vehicle market despite a contraction in the bus segment.

The company disclosed these figures in a filing with the National Stock Exchange of India Limited and BSE Limited, under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. N Ramanathan, Company Secretary, signed the communication, which also included combined domestic and export data.

Monthly Sales Breakdown

Domestic M&HCV truck sales rose sharply to 9,323 units from 6,518 units in the same month last year. Light commercial vehicle (LCV) sales also grew by 29% to 6,930 units. However, M&HCV bus sales declined by 6% to 1,727 units. The following table presents the detailed domestic sales performance along with cumulative figures:

Export Performance

Export figures contributed significantly to the overall volume, helping total sales beat consensus estimates by a wide margin. Combined domestic and export M&HCV truck sales reached 9,809 units, up 47% from 6,667 units in July last year. Conversely, M&HCV bus exports fell by 14% to 2,461 units. The table below captures the combined domestic and export performance:

What the Numbers Show

The divergence between truck and bus sales highlights shifting demand patterns within the commercial vehicle sector. While freight-related truck demand surged by over 40% both domestically and on a combined basis, passenger transport via buses contracted by 6% domestically and 14% when including exports. This suggests that economic activity is currently driven more by goods movement than passenger transit, a trend visible in the cumulative figures where truck sales are up 23–25% while bus sales are down 21–25% for the month-to-date period. The strong outperformance against the estimate of 16,900 units further reinforces the positive momentum in the company's core trucking business.