NDL Ventures Limited (formerly known as NXTDIGITAL Limited) has announced a significant corporate development that could reshape its business structure. The company has scheduled a board meeting to consider a potential merger with Hinduja Leyland Finance Limited.

Key Details of the Announcement

• Meeting Date: November 25, 2025
• Primary Agenda: To consider and approve the Scheme of Merger by Absorption
• Companies Involved:
  • Transferor Company: Hinduja Leyland Finance Limited
  • Transferee Company: NDL Ventures Limited

Implications of the Proposed Merger

The potential merger, if approved, would involve the absorption of Hinduja Leyland Finance into NDL Ventures' operations. This move could have significant implications for both companies' operational structures and stakeholders.

Regulatory Compliance

NDL Ventures has emphasized its commitment to regulatory compliance throughout this process:

1. The announcement adheres to Regulation 29 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
2. The proposed merger scheme falls under sections 230 to 232 of the Companies Act, 2013, and other relevant provisions of the Companies Act and Securities and Exchange Board of India Regulations.

Trading Window Closure

In line with the company's Code of Conduct to Regulate, Monitor and Report Trading by insiders, NDL Ventures has implemented the following measures:

• Closure Period: From November 20, 2025, until 48 hours after the submission of the board meeting outcome
• Affected Parties: Designated Persons and their immediate relatives

Market Impact

Investors and market watchers may closely monitor the outcome of this board meeting, as the potential merger could have significant implications for both companies involved. The market's reaction to this news may depend on the perceived synergies and benefits that could arise from the merger.

As this is a developing story, stakeholders are advised to await the official outcome of the board meeting scheduled for November 25, 2025, for more detailed information on the proposed merger and its potential impact.

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:

Key Observations

1. 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.

2. 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.

3. 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.

4. 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.