NDL Ventures Limited has delivered impressive financial performance for the third quarter of FY26, with net profit surging significantly compared to the previous year. The company announced its unaudited financial results for the quarter and nine months ended December 31, 2025, showcasing strong profitability growth across key metrics.

Financial Performance Highlights

The company's financial performance for Q3 FY26 demonstrates substantial improvement across multiple parameters:

Nine-Month Performance Analysis

The nine-month period ended December 31, 2025, also reflected strong performance momentum:

Operational Structure and Expenses

NDL Ventures operates with a unique business model, generating income entirely through other income sources rather than traditional operational revenue. The company's expense structure for Q3 FY26 included employee benefits expense of ₹47.95 lakhs and other expenses of ₹47.29 lakhs, totaling ₹95.24 lakhs in expenses.

The company maintained its paid-up equity share capital at ₹3,367.17 lakhs with a face value of ₹10 per share throughout the reporting periods. Total comprehensive income for the quarter reached ₹23.32 lakhs, matching the net profit as there were no other comprehensive income items during Q3 FY26.

Strategic Corporate Development

A significant corporate development involves the proposed merger with Hinduja Leyland Finance Limited (HLFL). The Board of Directors approved the "Scheme of Merger by Absorption" on November 25, 2025, subject to various regulatory approvals including shareholders' approval and National Company Law Tribunal sanction. HLFL has already received a No Objection Certificate from the Reserve Bank of India for the proposed scheme, which was communicated to stock exchanges on August 11, 2025.

Regulatory Compliance and Governance

The financial results were prepared in accordance with Indian Accounting Standards and SEBI Listing Obligations and Disclosure Requirements Regulations, 2015. The results underwent limited review by statutory auditors S. K. Patodia & Associates LLP, who issued an unmodified limited review report. The Audit Committee reviewed and recommended the results before Board approval on January 19, 2026.

The company has also addressed the implementation of New Labour Codes effective November 21, 2025, reassessing employee benefit obligations and recognizing appropriate incremental expenses as past service cost during the quarter and nine-month periods.

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:

1. Shareholder approval
2. Regulatory approvals
3. 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.