NDL Ventures Limited (formerly known as NXTDIGITAL Limited) has announced that its equity shareholders have overwhelmingly approved the Scheme of Merger by Absorption of Hinduja Leyland Finance Limited (HLFL) into the company at an NCLT-convened meeting held on July 30, 2026. The meeting was conducted via Video Conferencing/Other Audio Visual Means at 12:00 p.m. (IST), pursuant to the directions of the Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench, vide its order dated June 17, 2026 in Company Scheme Application No. C.A. (CAA)/07/MB/2026.

Meeting Attendance and Shareholder Participation

The company had a total of 10,369 shareholders on the record date. No promoters or public shareholders attended the meeting in person or through proxy. However, 3 promoter and promoter group representatives and 62 public shareholders participated through Video Conferencing. A total of 63 members were personally present and 2 authorized representatives attended the meeting.

The cut-off date for determining shareholders entitled to vote was Thursday, July 23, 2026. Remote e-voting commenced on Monday, July 27, 2026 at 09:00 A.M. (IST) and ended on Wednesday, July 29, 2026 at 05:00 P.M. (IST). National Securities Depository Limited (NSDL) was engaged as the e-voting service provider.

Resolution Approved: Scheme of Merger by Absorption

The sole special resolution placed before shareholders sought approval for the Scheme of Merger by Absorption of Hinduja Leyland Finance Limited ('Transferor Company' or 'HLFL') with NDL Ventures Limited ('Transferee Company' or 'NDL'), with effect from April 01, 2026 as the Appointed Date, under Sections 230 to 232 of the Companies Act, 2013. The promoter and promoter group, who held 2,22,89,334 shares, did not cast any votes as they are interested parties in the resolution.

Voting Results Summary

The following table presents the category-wise voting results for the resolution:

Public Shareholder Vote Breakdown

The results of votes cast exclusively by public shareholders (excluding promoter and promoter group, subsidiaries, and associates) are detailed below:

Votes in Favour of the Resolution:

Votes Against the Resolution:

There were no invalid votes and no abstentions recorded across any mode of voting.

Scrutinizer's Findings and Regulatory Compliance

CS Pranay Vaidya, proprietor of Pranay D. Vaidya and Co., Practicing Company Secretaries (Membership No. A 40530, CP No. 24339), was appointed as Scrutinizer by the Hon'ble NCLT vide its order dated June 17, 2026. In the Scrutinizer's Report dated July 30, 2026, CS Pranay Vaidya confirmed that the resolution was deemed approved with requisite majority pursuant to Section 230(6) of the Companies Act, 2013, read with the SEBI Scheme Circular (SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023). The notice of the meeting dated July 01, 2026 was published on July 02, 2026 in Financial Express (English) and Loksatta (Marathi), Maharashtra editions, in compliance with NCLT directions. Observation letters were issued by BSE Limited on May 18, 2026 and by National Stock Exchange of India Limited on May 19, 2026. The voting results and Scrutinizer's Report are available on the company's website at https://www.ndlventures.in/investors/corporate-restructure/ and on the NSDL website at www.evoting.nsdl.com .

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.