NDL Ventures Limited has received an order from the National Company Law Tribunal (NCLT), Mumbai Bench, directing the company to convene meetings of its equity shareholders and unsecured creditors. The order, dated June 17, 2026, was received by the company on June 18, 2026. These meetings are being called to consider and, if deemed fit, approve the proposed Scheme of Merger by Absorption of Hinduja Leyland Finance Limited into NDL Ventures Limited.

Merger Structure and Regulatory Framework

The merger scheme involves the absorption of Hinduja Leyland Finance Limited, designated as the Transferor Company, into NDL Ventures Limited, the Transferee Company. The proceedings will be conducted under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. The NCLT order specifically mandates the convening of these meetings for both the equity shareholders and unsecured creditors of the entities involved.

Regulatory Approvals and Prior Developments

This development follows a previous intimation by the company regarding the receipt of a No Observation Letter from BSE Limited and the National Stock Exchange of India Limited. The regulatory approvals from the stock exchanges were communicated on May 20, 2026, paving the way for the tribunal's direction to convene the necessary meetings.

The proposed merger will require the approval of the equity shareholders and unsecured creditors of both the Transferor Company and the Transferee Company. NDL Ventures Limited, formerly known as NXTDIGITAL Limited, will oversee the process of convening these meetings as per the directives issued by the NCLT. Further developments regarding the merger process will be communicated to the stock exchanges in accordance with applicable laws and regulations, as the scheme progresses through the requisite statutory and regulatory steps.

NDL Ventures Limited has announced the re-appointment of Mr. Munesh Narinder Khanna as a Non-Executive Independent Director for a second term of five years. The resolution was approved by shareholders through a remote e-voting process, which concluded on June 07, 2026. This decision ensures continuity in the company's leadership structure as Mr. Khanna, holding DIN 00202521, continues his tenure.

The postal ballot process was conducted in accordance with Section 110 of the Companies Act, 2013, and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The remote e-voting commenced on May 09, 2026, and concluded on June 07, 2026. Ms. Rupal Jhaveri, a Practicing Company Secretary, served as the Scrutinizer for the process and submitted her report confirming the results.

Voting Results

The special resolution received overwhelming support from shareholders. A total of 22,790,190 votes were cast in favour, representing 99.9993% of the total valid votes polled. Only 162 votes were cast against the resolution, accounting for 0.0007% of the total. The high participation and approval rate reflect strong shareholder confidence in the incumbent director.

Process Details

The cut-off date for determining shareholder eligibility was May 01, 2026, with a total of 10,922 shareholders recorded. The dispatch of the postal ballot notice was completed on May 08, 2026. The voting facility was provided by KFin Technologies Limited, acting as the Registrar & Share Transfer Agent. The results have been declared based on the Scrutinizer's report, confirming that the resolution was passed with the requisite majority.