NDL Ventures records HLFL merger accounting from April 1

NDL Ventures Limited recorded its merger with Hinduja Leyland Finance Limited from the April 1, 2026 appointed date, reporting Rs 62,666.14 crore of standalone assets at September 30, 2026, although Registrar of Companies filings and other administrative formalities remained pending for the scheme to become effective.

Has NDL Ventures' HLFL merger become legally effective?

No, NDL Ventures had received National Company Law Tribunal, Mumbai Bench sanction by November 5, 2026, but stated on November 13 that the scheme still required administrative formalities, including filings with the Registrar of Companies. The tribunal sanctioned the scheme through its November 3 order, read with a clarification order dated November 5.

NDL Ventures nevertheless accounted for HLFL as the accounting acquiree from April 1, 2026, the appointed date under the scheme. From that date until the effective date, HLFL's businesses are carried on by HLFL for and on behalf of, and in trust for, NDL Ventures, according to the merger note accompanying the September results.

The distinction affects how the September 30, 2026 financial statements should be read. NDL Ventures included the merger in its accounts under Indian Accounting Standard 103, Business Combinations, before the final legal effectiveness of the transaction, while its November 13 filing sought to report that accounting treatment and the unresolved procedural steps separately.

The company submitted its unaudited standalone and consolidated results after its board meeting on November 13, 2026. It requested that exchanges condone a one-day delay, saying receipt of the tribunal orders on November 3 and November 5, followed by Diwali holidays, delayed the consolidation and verification of voluminous data.

What business has NDL Ventures included in its accounts?

NDL Ventures has included HLFL, a non-banking financial company that finances commercial and personal vehicles, tractors, cars and multi-utility vehicles. The company used the acquisition method under Indian Accounting Standard 103 from April 1, 2026, reflecting the acquired assets, liabilities and business results in the September half-year standalone financial statements.

The accounting resulted in goodwill of Rs 5,821.61 crore at September 30, 2026. NDL Ventures said goodwill represents the difference between purchase consideration and the fair value of assets and liabilities acquired, but its filing does not provide a separate figure for either purchase consideration or the fair value of acquired net assets.

The September 2026 standalone balance sheet reported non-current loans of Rs 29,379.34 crore and current loans of Rs 15,195.99 crore. It also reported Rs 2,983.48 crore of non-current investments, Rs 1,521.32 crore of current investments and Rs 944.90 crore of other intangible assets, alongside the goodwill arising from the business combination.

NDL Ventures said periods before the April 1, 2026 appointed date are not comparable with the post-merger periods. The June 30, 2026 figures were restated for the scheme, while the September 30, 2025 figures preceded the appointed date and did not represent the accounting presentation used for the September 2026 results.

How will the HLFL share exchange work?

HLFL shareholders will receive 25 NDL Ventures shares for every 10 HLFL shares held once pending formalities are completed and the scheme becomes effective. The exchange ratio is part of the tribunal-sanctioned scheme and the September 30 filing does not state that the new shares had been allotted by that date.

NDL Ventures reported Rs 1,363.18 crore as share capital pending issuance at September 30, 2026, compared with paid-up equity share capital of Rs 33.67 crore. The pending-issuance balance was also Rs 1,363.18 crore at June 30, 2026, in the restated quarterly figures, while other equity stood at Rs 11,192.98 crore at September 30.

HLFL holders of non-convertible debentures, or NCDs, will become NDL Ventures NCD holders on the same terms and conditions, including the same rights, interests and benefits, after the scheme becomes effective. NDL Ventures separately confirmed that proceeds from its NCDs outstanding at September 30, 2026 had been used for the objects in the offer documents, with no deviations reported.

The transaction also required a shareholder process before the November tribunal orders. NDL Ventures' board approved the scheme on November 25, 2025, and its equity shareholders approved it at a meeting convened on July 30, 2026 following the tribunal's June 17, 2026 order.

What did NDL Ventures report after merger accounting?

NDL Ventures reported standalone total income of Rs 1,829.84 crore and profit after tax of Rs 139.10 crore for the quarter ended September 30, 2026. Compared with the restated June 30, 2026 quarter, total income declined by Rs 70.77 crore and profit after tax declined by Rs 67.95 crore.

Other operating income fell to Rs 241.48 crore in the September quarter from Rs 335.09 crore in the restated June quarter, while interest income increased by Rs 5.41 crore. Finance costs decreased by Rs 3.31 crore and impairment on financial assets declined by Rs 20.61 crore, but those movements did not offset the reduction in total income.

For the half year ended September 30, 2026, NDL Ventures reported total income of Rs 3,730.45 crore, profit before tax of Rs 444.69 crore and profit after tax of Rs 346.15 crore. Total comprehensive income was negative Rs 55.18 crore because other comprehensive income was negative Rs 401.33 crore, including fair-value and cash-flow hedge movements.

How did the merger accounting change NDL Ventures' balance sheet?

NDL Ventures reported total standalone assets of Rs 62,666.14 crore at September 30, 2026, compared with Rs 65.15 crore at March 31, 2026. The prior March balance sheet was before the April 1 appointed-date accounting, so the source says the two reporting dates are not directly comparable as measures of underlying period-on-period movement.

The half-year cash-flow statement recorded Rs 3,591.13 crore of cash and bank balances taken over through the business combination. It also reported net cash used in operating activities of Rs 1,330.43 crore, net cash generated from investing activities of Rs 243.46 crore and net cash used in financing activities of Rs 635.70 crore.

Cash and cash equivalents at the end of the half year were reported at Rs 1,869.14 crore in the cash-flow statement, after a net decrease of Rs 1,722.67 crore during the period. The statement began with Rs 0.68 crore of cash and cash equivalents and separately identified the business-combination cash and bank balances as part of the period's movements.

What review issue remains in the HLFL accounts?

HLFL is reconciling differences in loan balances between underlying sub-systems, and the financial effect was not determined in the September 30, 2026 results. Management said HLFL will carry out a comprehensive review of related systems and processes, then evaluate and take action under applicable accounting and regulatory requirements.

HLFL's management said the identified differences were not likely to be significant enough to adversely affect its financial health, including its ability to service debt obligations. That statement is management's assessment, not a completed reconciliation, and the filing does not quantify the balance differences or their potential accounting impact.

HLFL's joint statutory auditors issued a disclaimer of conclusion because they had not obtained sufficient appropriate audit evidence while the exercise remained incomplete. NDL Ventures' statutory auditor drew attention to that disclaimer and to the merger accounting, while stating that its own limited-review conclusion was not modified pending completion of the independent review.

A limited review is narrower than an audit, as the auditor stated in its November 13, 2026 report. NDL Ventures' auditor also said that restated June 2026 figures and HLFL financial information used in the statement were derived from unaudited results reviewed by HLFL's existing statutory auditors.

Conclusion

NDL Ventures has accounted for HLFL from April 1, 2026 and reported a Rs 62,666.14 crore standalone balance sheet at September 30, alongside first-half total income of Rs 3,730.45 crore. The transaction changes the accounting presentation and reported scale, but the filing makes clear that tribunal sanction and accounting recognition did not yet amount to legal effectiveness.

The next events to watch are the Registrar of Companies filings and other administrative steps needed to make the scheme effective, followed by the issue of 25 NDL Ventures shares for every 10 HLFL shares. Investors should also monitor the outcome of HLFL's systems-and-processes review of loan-balance differences, for which the September filing gave no completion date or quantified impact.