NDL Ventures will hold an Extraordinary General Meeting (EGM) on July 30, 2026, to seek shareholder approval for the merger of Hinduja Leyland Finance Limited (HLFL) into the company. The meeting, convened by the National Company Law Tribunal (NCLT), Mumbai Bench, will be held via video conferencing or other audio-visual means at 12:00 p.m. IST. This merger aims to absorb HLFL, the transferor company, into NDL Ventures, the transferee company, under Sections 230 to 232 of the Companies Act, 2013.

The NCLT order dated June 17, 2026, directed the companies to facilitate meetings for equity shareholders and creditors. To facilitate voting, NDL Ventures has appointed National Securities Depository Limited (NSDL) to provide electronic voting facilities. This includes both remote e-voting and e-voting during the meeting, complying with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Secretarial Standards-2.

Shareholders can cast their votes remotely starting July 27, 2026, at 9:00 a.m. IST until July 29, 2026, at 5:00 p.m. IST. The cut-off date for determining eligibility for e-voting is July 23, 2026. Those attending the meeting via video conferencing who have not voted remotely will be eligible to vote during the session.

Regarding unsecured creditors, the company confirmed that three unsecured creditors have been paid in due course, and NDL Ventures has received no-dues certificates from them. Consequently, the Board determined that convening a separate meeting for unsecured creditors is not required as all dues are cleared.

The Board of Directors of NDL Ventures met on June 30, 2026, to review the regulatory order and associated notices. The meeting was attended by Sumati Sharma, Company Secretary and Compliance Officer. The record date and specific merger ratio details will be part of the scheme documents presented at the meeting.

NDL Ventures has closed its trading window for designated persons and their immediate relatives effective July 1, 2026. The closure is in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 and the Company's Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and their Immediate Relatives. The window will remain shut until 48 hours after the unaudited financial results for the first quarter ending June 30, 2026 are declared and made generally available.

The restriction applies to all securities of the company. The specific date for the Board meeting to consider and approve the unaudited financial results for the quarter will be communicated separately in due course. The intimation was submitted to BSE Limited and National Stock Exchange of India Limited on June 23, 2026.

Key Details

The company was formerly known as NXTDIGITAL Limited. Sumati Sharma, Company Secretary & Compliance Officer, signed the disclosure on behalf of NDL Ventures Limited.