NDL Ventures files NCLT application to absorb Hinduja Leyland Finance
June 01, 2026
NDL Ventures filed an NCLT application to merge Hinduja Leyland Finance into itself under Sections 230-232 of the Companies Act, 2013. The scheme, subject to regulatory approvals, involves the absorption of the transferor company and its shareholders. Further updates will be disclosed as per regulations.
NDL Ventures has filed an application with the National Company Law Tribunal (NCLT), Mumbai Bench, seeking approval for the merger of Hinduja Leyland Finance Limited into itself. The scheme, filed on June 01, 2026, involves the absorption of the transferor company by the transferee company under Sections 230 to 232 of the Companies Act, 2013. This strategic move requires necessary sanctions and permissions from the NCLT and other statutory authorities before completion.
The application was submitted pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. NDL Ventures, formerly known as NXTDIGITAL Limited, will serve as the transferee company, while Hinduja Leyland Finance Limited is designated as the transferor company. The merger encompasses the respective shareholders of both entities.
Key Details of the Merger Scheme
Aspect Details Transferee Company NDL Ventures Limited Transferor Company Hinduja Leyland Finance Limited Regulatory Framework Companies Act, 2013 (Sections 230-232) Filing Date June 01, 2026 Authority National Company Law Tribunal, Mumbai Bench
The scheme remains contingent upon receipt of requisite approvals from the Hon'ble NCLT and other regulatory or statutory authorities. NDL Ventures stated that further developments regarding the merger will be intimated to the stock exchanges in accordance with applicable laws and regulations.
NDL Ventures Limited has received no-objection letters from BSE Limited and National Stock Exchange of India Limited for its proposed merger with Hinduja Leyland Finance Limited. The stock exchanges issued their respective letters on May 18, 2026, and May 19, 2026, conveying no adverse observations on the draft scheme. With bourse approvals now secured, NCLT approval stands as the next critical regulatory milestone for the transaction.
The proposed scheme involves the merger by absorption of Hinduja Leyland Finance Limited, the transferor company, into NDL Ventures Limited, the transferee company. The board of directors of NDL Ventures Limited had previously approved the proposed scheme on November 25, 2025, subject to receipt of applicable regulatory and other approvals.
Regulatory Conditions
The letters from the stock exchanges outline specific conditions and observations provided by the Securities and Exchange Board of India (SEBI). The entities involved must ensure compliance with various provisions, including the disclosure of all details of ongoing adjudication and recovery proceedings before the National Company Law Tribunal (NCLT) and shareholders. Additionally, all liabilities of the transferor company must be transferred to the transferee company.
The exchanges emphasized that the information submitted should not be deemed as clearance or approval by SEBI or the exchanges regarding the financial soundness of the scheme. The validity of the observation letters is six months from the date of issue, within which the scheme must be submitted to the NCLT.
Shareholder Disclosures
The companies are required to make extensive disclosures to shareholders. This includes details of the pre-scheme and post-scheme shareholding patterns, specifically highlighting any increase in the shareholding of the promoter or promoter group. The explanatory statement sent to shareholders must include the rationale for the scheme, synergies, and a cost-benefit analysis.
The following table outlines the required disclosure format for shareholding patterns:
Category: Pre-Scheme Shareholding (%) Post-Scheme Shareholding (%) Change (%) Promoter / Promoter Group — — — Public Shareholders — — —
Next Steps
The scheme is subject to the receipt of various other statutory and regulatory approvals. The most immediate requirement is the approval of the Hon'ble NCLT, along with the approval of shareholders of the respective companies. The companies must also ensure that the proposed equity shares issued under the scheme are in demat form only.
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The application was submitted pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. NDL Ventures, formerly known as NXTDIGITAL Limited, will serve as the transferee company, while Hinduja Leyland Finance Limited is designated as the transferor company. The merger encompasses the respective shareholders of both entities.
Key Details of the Merger Scheme
Aspect Details Transferee Company NDL Ventures Limited Transferor Company Hinduja Leyland Finance Limited Regulatory Framework Companies Act, 2013 (Sections 230-232) Filing Date June 01, 2026 Authority National Company Law Tribunal, Mumbai Bench
The scheme remains contingent upon receipt of requisite approvals from the Hon'ble NCLT and other regulatory or statutory authorities. NDL Ventures stated that further developments regarding the merger will be intimated to the stock exchanges in accordance with applicable laws and regulations.
NDL Ventures Limited has received no-objection letters from BSE Limited and National Stock Exchange of India Limited for its proposed merger with Hinduja Leyland Finance Limited. The stock exchanges issued their respective letters on May 18, 2026, and May 19, 2026, conveying no adverse observations on the draft scheme. With bourse approvals now secured, NCLT approval stands as the next critical regulatory milestone for the transaction.
The proposed scheme involves the merger by absorption of Hinduja Leyland Finance Limited, the transferor company, into NDL Ventures Limited, the transferee company. The board of directors of NDL Ventures Limited had previously approved the proposed scheme on November 25, 2025, subject to receipt of applicable regulatory and other approvals.
Regulatory Conditions
The letters from the stock exchanges outline specific conditions and observations provided by the Securities and Exchange Board of India (SEBI). The entities involved must ensure compliance with various provisions, including the disclosure of all details of ongoing adjudication and recovery proceedings before the National Company Law Tribunal (NCLT) and shareholders. Additionally, all liabilities of the transferor company must be transferred to the transferee company.
The exchanges emphasized that the information submitted should not be deemed as clearance or approval by SEBI or the exchanges regarding the financial soundness of the scheme. The validity of the observation letters is six months from the date of issue, within which the scheme must be submitted to the NCLT.
Shareholder Disclosures
The companies are required to make extensive disclosures to shareholders. This includes details of the pre-scheme and post-scheme shareholding patterns, specifically highlighting any increase in the shareholding of the promoter or promoter group. The explanatory statement sent to shareholders must include the rationale for the scheme, synergies, and a cost-benefit analysis.
The following table outlines the required disclosure format for shareholding patterns:
Category: Pre-Scheme Shareholding (%) Post-Scheme Shareholding (%) Change (%) Promoter / Promoter Group — — — Public Shareholders — — —
Next Steps
The scheme is subject to the receipt of various other statutory and regulatory approvals. The most immediate requirement is the approval of the Hon'ble NCLT, along with the approval of shareholders of the respective companies. The companies must also ensure that the proposed equity shares issued under the scheme are in demat form only.
We’re building Scanx - to help you express your trading & investing idea, to help you analyse the markets better.
Stock Markets are the true indicator of the growth of any country's economy. We are bullish on India, we are bullish on India's prospects to be one of largest economies of the world. We believe that Stock Markets provide an unique opportunity for all Indians to participate in the growth story of India. We are enabling the same for Indians.
As financial services are becoming more accessible, there is now a large set of Indians today who are financially aware and literate. They value time and seek high quality products & services. Most screening, trading, investing platforms available today are more or less similar to each other, and they have not evolved with time. While both traders & investors have gotten smart about how they make money and build wealth, as users they have continued to use the same products, features, and platforms that were available for years with little or no innovation.
We plan to change that - a technology-led and artificial intelligence enabled platform built for super traders and long term investors.
Disclaimer:
The data and information provided on this website is for general informational and research purposes only. While we strive to ensure that the content is accurate, up-to-date, and reliable, this platform utilizes artificial intelligence (AI) tools to generate, curate, and summarize information. As such, the content may occasionally contain errors, omissions, or outdated information. All users are therefore advised to cross verify the source of the data and information.
This website does not constitute professional, legal, financial, medical, or any other form of licensed advice. Users are encouraged to independently verify any information before relying on it, especially for decisions that may have legal, financial, or personal consequences.
The views, analyses, and summaries presented on this platform may be generated or assisted by AI and do not necessarily reflect the opinions of the website owners, operators, editors, or affiliates.
We make no warranties or representations, express or implied, regarding the completeness, accuracy, reliability, suitability, or availability of the information contained on this website. Any reliance you place on such information is strictly at your own risk.
This website may include links to third-party sources or content. We do not control or endorse the nature, accuracy, or availability of those external sites and are not responsible for any content or damages arising from their use.
By using this website, you acknowledge and agree that the use of AI-generated content involves inherent limitations, uncertainties and inaccuracies, and you accept full responsibility for how you interpret and use the information provided.
We reserve the right to modify, update, or remove content and this disclaimer at any time without prior notice.