Hinduja Leyland Finance merger seeks listed NBFC capital

Hinduja Leyland Finance Limited’s November 3, 2026 tribunal-approved absorption into NDL Ventures Limited is designed to create a listed non-banking finance company platform with wider growth-capital access, while Hinduja Leyland Finance shareholders are set to receive 25 NDL Ventures shares for every 10 shares held.

Why is Hinduja Leyland Finance merging with NDL Ventures?

Hinduja Leyland Finance is merging with NDL Ventures to place its non-banking finance company, or NBFC, business within a listed entity that intends to operate in the NBFC sector. The National Company Law Tribunal order says NDL Ventures amended its memorandum of association for the intended NBFC business. The boards of Hinduja Leyland Finance and NDL Ventures approved the scheme on November 25, 2025, with April 1, 2026 set as the appointed date.

Management and the boards describe the merger by absorption as a route to integrate size, scale and financial strength. Hinduja Leyland Finance is identified in the order as a successful and leading NBFC, while NDL Ventures is the transferee company. The stated objective is for NDL Ventures shareholders to participate in the growing NBFC sector, with management expecting the combination to create value for stakeholders.

How does Hinduja Leyland Finance expect to raise growth capital?

Hinduja Leyland Finance says it needs growth capital to accelerate growth, and management believes the merger can widen fundraising avenues from public and interested investors. The November 3, 2026 order says the combined entity is intended to have greater efficiency in capital raising, including access to cash flow generated by the business and external capital that can be deployed for growth opportunities.

The capital case also includes an intended increase in NDL Ventures’ net worth, which management says would enhance financial strength. The order does not provide a reported net-worth amount before or after the merger, nor does it specify a fundraising target, loan-growth target or capital-raising timetable. The disclosed rationale is therefore a proposed financing structure rather than a quantified funding plan.

What operating changes does Hinduja Leyland Finance expect from the merger?

Hinduja Leyland Finance expects the combination to avoid duplicate administrative functions and reduce multiple legal and regulatory compliance requirements and related costs. The tribunal order also identifies integrated operating strategies and inter-transfer of resources and costs as mechanisms intended to improve the use of assets. It does not disclose a rupee estimate for cost savings, integration spending or the number of functions to be combined.

Management says the merged entity is intended to have more focused management control and systems, as well as the corporate-governance standards required of a listed entity. The companies stated that the scheme would have no adverse effect on directors, key managerial personnel, shareholders, creditors, other security holders or employees. Hinduja Leyland Finance’s board will, however, stand dissolved once the merger takes effect, without affecting its earlier decisions or actions.

What will Hinduja Leyland Finance shareholders receive?

Hinduja Leyland Finance shareholders will receive 25 fully paid NDL Ventures equity shares of face value Rs 10 each for every 10 fully paid Hinduja Leyland Finance equity shares of face value Rs 10 each held on the record date. NDL Ventures is to issue and allot the shares without a further application, act or deed when the scheme becomes effective, subject to the registered holder and recognised-successor provisions.

The shareholder voting results differed between the two companies at meetings held on July 30, 2026. Hinduja Leyland Finance shareholders present and voting approved the scheme by 100% in value and number. NDL Ventures shareholders approved it by 99.99% in value and 97.87% in number, a 2.12-percentage-point gap between its value-based and headcount-based support.

Hinduja Leyland Finance unsecured creditors approved the scheme by 99.99% of participating creditors through remote e-voting and e-voting on July 30, 2026. NDL Ventures’ three unsecured creditors had aggregate outstanding dues of Rs 8.77159 lakh as of March 31, 2026, but had been paid in the ordinary course of business and issued no-dues certificates. Their creditor meeting was therefore dispensed with.

What conditions still apply to Hinduja Leyland Finance’s merger?

Hinduja Leyland Finance has tribunal approval, but the November 3, 2026 order requires continued statutory and regulatory compliance. Hinduja Leyland Finance notified BSE on November 4, 2026 that it had received the order downloaded from the tribunal website, while stating that the certified copy was awaited. The companies have also undertaken to protect the interests of creditors and employees.

The order requires accounting entries that comply with Accounting Standard 14 or Indian Accounting Standard 103, as applicable, and with other relevant standards including Accounting Standard 5 or Indian Accounting Standard 8. It also requires compliance with applicable income-tax and goods and services tax requirements, along with directions issued by sectoral regulators. The tribunal stated that authorities may examine issues arising after the scheme takes effect, and their decisions would bind both companies.

The tribunal recorded no pending proceedings or investigations against either company under the specified Sections 210 to 217 and 219 to 227 of the Companies Act, 2013. It also recorded no insolvency and bankruptcy proceedings or litigation that would have a material impact on the scheme. Those findings supported the approval, but they do not remove the companies’ ongoing compliance obligations under the order.

Conclusion

The approved transaction combines Hinduja Leyland Finance’s NBFC operations with NDL Ventures’ listed-company structure. Management’s rationale centres on greater access to external and internally generated capital, an intended increase in net worth, integrated resources and lower duplication in administrative and compliance functions. The 25-for-10 exchange ratio defines the consideration for Hinduja Leyland Finance shareholders.

The next disclosed matter to watch is receipt of the certified tribunal order, which Hinduja Leyland Finance said was awaited on November 4, 2026. Completion will also depend on the accounting, tax, statutory and sectoral-regulatory requirements set out in the order, while the share allotment is tied to the scheme taking effect and the record date.