NDL Ventures Limited has been informed by the National Company Law Tribunal (NCLT) that the final hearing for its proposed merger with Hinduja Leyland Finance Limited is scheduled for October 1, 2026. The tribunal directed the Regional Director of the Ministry of Corporate Affairs to submit their report within a week.

The matter was listed for final hearing before the Hon'ble NCLT, Mumbai bench, on September 18, 2026. This follows an earlier intimation dated August 20, 2026, regarding an interim order passed by the tribunal which had initially fixed September 18 as the hearing date.

Scheme Details

The merger involves the absorption of Hinduja Leyland Finance Limited (Transferor Company) into NDL Ventures Limited, formerly known as NXTDIGITAL Limited (Transferee Company). The transaction is proceeding under Sections 230 to 232 of the Companies Act, 2013.

The company disclosed this development pursuant to Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR Regulations). The filing was signed by Sumati Sharma, Company Secretary and Compliance Officer of NDL Ventures Limited.

NDL Ventures has confirmed September 15, 2026 as the record date for its 41st Annual General Meeting and final dividend payment. The company scheduled the AGM for September 21, 2026, to approve a ₹0.50 per share dividend and authorize related-party transactions up to ₹350 crore.

The Board of Directors recommended the dividend, representing a 5% payout on the face value of ₹10 per equity share. This marks a reduction from the previous year's dividend of ₹1.00 per share. Shareholders on record as of September 15, 2026, will be eligible for the dividend payment, scheduled for on or before October 20, 2026.

E-Voting and AGM Logistics

The company dispatched the notice for the 41st AGM along with the Annual Report for FY26 to shareholders via email on August 29, 2026. The meeting will be held through Video Conferencing or Other Audio Visual Means.

Remote e-voting is open from 9:00 am on Friday, September 18, 2026, until 5:00 pm on Sunday, September 20, 2026. Members holding shares as of the cut-off date can cast their votes electronically using the NSDL e-voting system. The results will be declared within two working days of the AGM conclusion, on or before Wednesday, September 23, 2026.

Related-Party Transaction Approvals

The AGM seeks shareholder approval for omnibus related-party transactions with five entities under common control or promoter group influence for the period until the next AGM in FY28. The proposed limits are as follows:

The largest component involves the potential sale of a 47-acre land parcel in Bengaluru to Hinduja Realty Ventures Limited. The company classifies this land as inventory and states that the sale aligns with its strategy to reposition itself toward financial services by encashing real estate investments.

Financial Performance and Merger Progress

For FY26, NDL Ventures reported total income of ₹489.4 lakh, a slight decline from ₹494.3 lakh in FY25. Net profit after tax rose to ₹91.0 lakh from ₹59.1 lakh in the prior year. The income primarily stems from interest earned on inter-corporate deposits, reflecting the company's transitional status while awaiting regulatory clearances for its merger with Hinduja Leyland Finance Limited (HLFL).

The company has secured most necessary approvals for the HLFL merger, including those from the Competition Commission of India and stock exchanges. The National Company Law Tribunal has directed the convening of shareholder meetings, which were held in July 2026 with requisite majorities. The final order from the NCLT is awaited to complete the absorption scheme.

Governance and Director Re-appointment

Mr. Sudhanshu Kumar Tripathi, Chairman and Non-Executive Director, retires by rotation at the AGM and seeks re-appointment. He has served on the board since August 2015 and brings over 38 years of experience in human capital strategy and governance across diversified sectors. His re-appointment is subject to shareholder approval via ordinary resolution.