NDL Ventures has filed an application with the National Company Law Tribunal (NCLT), Mumbai Bench, seeking approval for the merger of Hinduja Leyland Finance Limited into itself. The scheme, filed on June 01, 2026, involves the absorption of the transferor company by the transferee company under Sections 230 to 232 of the Companies Act, 2013. This strategic move requires necessary sanctions and permissions from the NCLT and other statutory authorities before completion.

The application was submitted pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. NDL Ventures, formerly known as NXTDIGITAL Limited, will serve as the transferee company, while Hinduja Leyland Finance Limited is designated as the transferor company. The merger encompasses the respective shareholders of both entities.

Key Details of the Merger Scheme

The scheme remains contingent upon receipt of requisite approvals from the Hon'ble NCLT and other regulatory or statutory authorities. NDL Ventures stated that further developments regarding the merger will be intimated to the stock exchanges in accordance with applicable laws and regulations.

NDL Ventures Limited has received no-objection letters from BSE Limited and National Stock Exchange of India Limited for its proposed merger with Hinduja Leyland Finance Limited. The stock exchanges issued their respective letters on May 18, 2026, and May 19, 2026, conveying no adverse observations on the draft scheme. With bourse approvals now secured, NCLT approval stands as the next critical regulatory milestone for the transaction.

The proposed scheme involves the merger by absorption of Hinduja Leyland Finance Limited, the transferor company, into NDL Ventures Limited, the transferee company. The board of directors of NDL Ventures Limited had previously approved the proposed scheme on November 25, 2025, subject to receipt of applicable regulatory and other approvals.

Regulatory Conditions

The letters from the stock exchanges outline specific conditions and observations provided by the Securities and Exchange Board of India (SEBI). The entities involved must ensure compliance with various provisions, including the disclosure of all details of ongoing adjudication and recovery proceedings before the National Company Law Tribunal (NCLT) and shareholders. Additionally, all liabilities of the transferor company must be transferred to the transferee company.

The exchanges emphasized that the information submitted should not be deemed as clearance or approval by SEBI or the exchanges regarding the financial soundness of the scheme. The validity of the observation letters is six months from the date of issue, within which the scheme must be submitted to the NCLT.

Shareholder Disclosures

The companies are required to make extensive disclosures to shareholders. This includes details of the pre-scheme and post-scheme shareholding patterns, specifically highlighting any increase in the shareholding of the promoter or promoter group. The explanatory statement sent to shareholders must include the rationale for the scheme, synergies, and a cost-benefit analysis.

The following table outlines the required disclosure format for shareholding patterns:

Next Steps

The scheme is subject to the receipt of various other statutory and regulatory approvals. The most immediate requirement is the approval of the Hon'ble NCLT, along with the approval of shareholders of the respective companies. The companies must also ensure that the proposed equity shares issued under the scheme are in demat form only.