Dilipkumar Lakhi and his group of associates have disclosed a reduction in their shareholding in ndl ventures through open market transactions. The disclosure, filed under SEBI's substantial acquisition regulations, reveals the sale of 68,754 shares over an extended period from May 2024 to February 2026.

Transaction Details

The share sale was conducted through open market transactions on both BSE and NSE exchanges, facilitated by ARJ Securities Pvt Ltd (SEBI Registration: INZ000237937). The transactions spanned from May 31, 2024, to February 19, 2026, representing a systematic reduction in the group's stake.

Shareholding Changes

The sale resulted in a notable change in the group's ownership structure in NDL Ventures Ltd. Prior to these transactions, the Dilipkumar Lakhi group held a combined stake of 5.16% in the company.

Group Composition

The disclosure identifies ten individuals as part of the group acting in concert:

• Dilipkumar Lakhi
• Chirag Dilipkumar Lakhi
• Karuna Dilipkumar Lakhi
• Girdharilal V. Lakhi
• Manish Lakhi
• Ritesh Girdharilal Lakhi
• Vandana Girdharilal Lakhi
• Shivali Ritesh Lakhi
• Namrata Manish Lakhi
• Krsna Suraj Kalra

Notably, the group does not belong to the promoter or promoter group category of NDL Ventures Ltd.

Company Share Capital

NDL Ventures Ltd maintains a total equity share capital of 336,716,210 shares, which remained unchanged before and after the reported transactions. The company's shares are listed on both BSE and NSE exchanges.

Regulatory Compliance

The disclosure was filed in accordance with Regulation 29(2) of SEBI (Substantial Acquisition of shares and Takeovers) Regulations, 2011. The filing was dated February 27, 2026, and submitted from Mumbai, ensuring compliance with regulatory requirements for substantial shareholding changes.

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.