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.

NDL Ventures Limited (formerly known as NXTDIGITAL LIMITED) has announced two director re-appointments following a Board of Directors meeting held on May 07, 2026. The board approved the re-appointment of Mr. Munesh Narinder Khanna as Non-Executive Independent Director for a second consecutive five-year term, and the re-appointment of Mr. Sudhanshu Kumar Tripathi as Non-Executive Non-Independent Director, both based on the recommendation of the Nomination and Remuneration Committee. Subsequently, the company issued a Postal Ballot Notice dated May 07, 2026, submitted to BSE Limited and the National Stock Exchange of India Limited on May 08, 2026, by Sumati Sharma, Company Secretary & Compliance Officer, seeking shareholder approval through remote e-voting. In a further development, pursuant to Regulation 47 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, NDL Ventures submitted newspaper cuttings to both exchanges on May 09, 2026, confirming publication of the Postal Ballot and e-voting notice in The Free Press Journal (English) and Navshakti (Marathi) on Saturday, May 09, 2026.

Board Meeting Outcomes

The board meeting commenced at 6.30 p.m. and concluded at 7.15 p.m. on May 07, 2026. The following key decisions were approved:

The board also approved the Postal Ballot Notice regarding the re-appointment of Mr. Munesh Narinder Khanna as Non-Executive Independent Director for his second term of five (5) years.

Postal Ballot and E-Voting Details

The Postal Ballot Notice is being sent electronically to members whose e-mail addresses are registered with the Company, Registrar and Share Transfer Agent, or Depositories as on the cut-off date of Friday, May 01, 2026. The company has engaged KFin Technologies Limited (KFintech) as its agency for providing the e-voting facility. The proposed resolution — re-appointment of Mr. Munesh Narinder Khanna as Non-Executive Independent Director for a second term of five (5) years — is to be passed as a Special Resolution.

The Postal Ballot Notice along with instructions regarding e-voting has been uploaded on the company's website at https://ndlventures.in/investors/postal-ballot/ and on the website of KFintech. The results will be displayed on the company's website and communicated to the stock exchanges within two working days from the last date of voting. If the resolution is assented to by the requisite majority, it shall be deemed to have been duly passed on Sunday, June 07, 2026.

Profile of Mr. Munesh Narinder Khanna

Mr. Munesh Khanna is a Bachelor of Commerce and a rank-holder Chartered Accountant (CA) from ICAI, India. In 1985, after completing his CA, he joined the accounting and advisory firm of Arthur Andersen in the audit division and was subsequently made partner in the tax practice before rising to become the Country Head-India of its Corporate Finance Division. In 2001, he assumed responsibility as Managing Director and Country Head of NM Rothschild and Co in India. His work experience also includes Country Head of Investment Banking at DSP Merrill Lynch and Country Leader of Corporate Finance and Restructuring at PricewaterhouseCoopers.

These work experiences have provided Mr. Khanna with a strong grounding in accounting, extensive understanding of tax and corporate affairs, and expertise in corporate finance, strategy, and business restructuring. He has been involved in several complex transactions in India, including:

• The Enron Dabhol Power Company restructuring
• The acquisition of Tetley Tea by Tata Tea
• Listing of Cairn Energy in India
• The merger of Bharti Retail with Future Retail
• IPO of Air Deccan
• Privatisation of Mumbai Airport
• Unlocking of value of companies like Arvind Limited and Indofil Industries by way of de-mergers

In 2018, Mr. Khanna set up Backbay Advisors LLP, a strategy advisory and investment banking firm. His remuneration last drawn comprised sitting fees for attending the meeting held in April 2026: Board Meeting – Rs. 1 lakh, Audit Committee – Rs. 1 lakh, and TCWG Meeting – Rs. 1 lakh. He holds NIL shareholding in NDL Ventures Limited.

Board Memberships and Industry Associations

Mr. Munesh Khanna is a member of the Board of several public companies, including Gulf Oil Lubricants India Limited, Hinduja Global Solutions Limited, JSW Energy Limited, Finolex Industries Limited, Blackbox Limited, JM Financial Asset Reconstruction Company Limited, JM Financial Products Limited, ONEOTT Intertainment Limited, and JSW Neo Energy Limited. He has previously served as a Board Member of Arvind Limited and Indofil Industries Limited. Mr. Khanna has also served as a member of the national council of professional and industry trade bodies such as FICCI and CII, and is a Trustee of the R & S Nanavati Charitable Trust, which operates a hospital in Mumbai. His board meeting attendance record stands at 6 of 6 during FY 2025-26 and 2 of 2 during FY 2026-27 (till the date of the Postal Ballot Notice), with no resignations from listed entities in the past three years.

Regulatory Compliance

The re-appointment disclosures have been made in accordance with Regulation 30 read with Schedule III, Part A, Para A, Clause 7 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Circular No. HO/49/14/14(7)2025-CFDDPOD2/I/3762/2026 dated January 30, 2026. The Postal Ballot Notice has been issued pursuant to Section 110 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, and Regulation 44 of the SEBI Listing Regulations. The newspaper publication on May 09, 2026, was submitted to BSE Limited and the National Stock Exchange of India Limited pursuant to Regulation 47 of the SEBI Listing Regulations by Sumati Sharma, Company Secretary & Compliance Officer of NDL Ventures Limited.