NDL Ventures Board Approves Merger with Hinduja Leyland Finance Limited

NDL Ventures Limited (formerly known as NXTDIGITAL Limited) has announced that its board has unanimously approved a merger with Hinduja Leyland Finance Limited (HLFL). This decision marks a significant development in the company's corporate structure and strategic direction.

Key Details of the Merger

Merger Type: Merger by absorption
Share Exchange Ratio: 25 NDL Ventures shares for every 10 HLFL shares
Appointed Date: April 01, 2026

Implications of the Merger

The approved merger aims to enable NDL Ventures to expand its presence in the NBFC sector. By absorbing HLFL, NDL Ventures will integrate a business with an operational income of Rs. 4473.33 crore, potentially strengthening its position in the financial services market.

Regulatory Approval Process

While the board has approved the merger, it is still subject to several key approvals:

Shareholder approval
Regulatory approvals
National Company Law Tribunal (NCLT) approval

Previous Announcement

Prior to this approval, NDL Ventures had announced a board meeting scheduled for November 25, 2025, to consider the merger. The meeting was set to discuss:

The Scheme of Merger by Absorption
Regulatory compliance under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Adherence to sections 230 to 232 of the Companies Act, 2013

Market Impact

The approval of this merger could have significant implications for both companies and their stakeholders. Investors and market analysts will likely be closely monitoring the integration process and the potential synergies that may arise from this merger.

As the merger progresses through the necessary approval stages, stakeholders are advised to stay informed about further developments and official communications from NDL Ventures Limited.

1 Day	5 Days	1 Month	6 Months	1 Year	5 Years
-1.46%	-6.98%	+1.92%	+33.82%	-21.35%	-24.59%

NDL Ventures Limited (formerly NXTDIGITAL Limited) has announced its unaudited financial results for the quarter and half-year ended September 30, 2025, showcasing steady growth and positive financial indicators.

Financial Highlights

The company's financial performance for Q2 FY2026 and H1 FY2026 demonstrates resilience and growth:

Particulars (in ₹ lakhs)	Q2 FY2026	Q2 FY2025	H1 FY2026	H1 FY2025
Total Income	120.15	124.23	236.44	264.00
Total Expenses	82.25	98.55	166.24	191.32
Profit Before Tax	37.90	25.68	70.20	72.68
Net Profit After Tax	28.35	20.92	52.53	38.50
Earnings Per Share (₹)	0.08	0.06	0.15	0.11

Key Observations

Improved Profitability: Despite a slight decrease in total income, NDL Ventures has significantly improved its profitability. The net profit after tax for Q2 FY2026 increased by 35.52% year-on-year to ₹28.35 lakhs, up from ₹20.92 lakhs in Q2 FY2025.
Expense Management: The company has effectively managed its expenses, with total expenses decreasing from ₹98.55 lakhs in Q2 FY2025 to ₹82.25 lakhs in Q2 FY2026, contributing to the improved bottom line.
Earnings Per Share Growth: The earnings per share (EPS) for Q2 FY2026 stood at ₹0.08, showing an improvement from ₹0.06 in the same quarter of the previous year.
Half-Yearly Performance: For the half-year ended September 30, 2025, the company reported a total income of ₹236.44 lakhs and a net profit after tax of ₹52.53 lakhs, indicating a strong first half of the fiscal year.

Corporate Developments

The Board of Directors approved these results at their meeting held on October 24, 2025. The company's statutory auditors, S.K. Patodia & Associates LLP, issued an unmodified limited review report on the financial results.

Importantly, NDL Ventures has made progress in its proposed merger with Hinduja Leyland Finance Limited. The company received a No Objection Certificate (NOC) from the Reserve Bank of India for the proposed scheme of merger, which was communicated to stock exchanges on August 11, 2025. This merger, initially approved by the Board of Directors on November 25, 2022, is subject to necessary statutory and regulatory approvals, as well as shareholder approval.

Conclusion

NDL Ventures Limited continues to demonstrate financial stability and growth, with improved profitability and efficient expense management. The progress in the proposed merger with Hinduja Leyland Finance Limited marks a significant step in the company's strategic direction. Investors and stakeholders will likely keep a close watch on the merger proceedings and the company's performance in the coming quarters.