NDL Ventures 2026 EGM: July 30 vote on HLFL merger

NDL Ventures Limited has scheduled an Extraordinary General Meeting (EGM) on July 30, 2026 to seek shareholder approval for the proposed Scheme of Merger by Absorption of Hinduja Leyland Finance Limited (HLFL) into NDL Ventures. The meeting is being convened under directions of the National Company Law Tribunal (NCLT), Mumbai Bench, as part of the tribunal-led process under Sections 230 to 232 of the Companies Act, 2013.

The EGM will be conducted through video conferencing (VC) or other audio-visual means (OAVM) at 12:00 p.m. IST, and shareholders can vote through remote e-voting or during the meeting.

What the NCLT directed and why it matters

NDL Ventures disclosed that the NCLT, Mumbai Bench passed an order dated June 17, 2026, directing the convening of meetings of equity shareholders and unsecured creditors of the companies involved in the merger. The company said it received the order on June 18, 2026.

This step comes after the company’s earlier intimation that BSE Limited and the National Stock Exchange of India Limited (NSE) communicated their No Observation / No Adverse Observation letters on May 20, 2026. Together, these developments move the scheme into the stakeholder approval phase, where voting outcomes become a key procedural requirement.

Meeting format: VC/OAVM EGM on July 30

The NCLT-convened equity shareholder meeting is scheduled for July 30, 2026 at 12:00 PM IST. NDL Ventures will host the meeting via VC/OAVM, consistent with the framework described in its notice and applicable compliance requirements.

NDL Ventures has also outlined that shareholders attending the meeting through VC/OAVM who have not already voted remotely will be able to vote during the meeting.

E-voting window, cut-off date, and eligibility

For voting, NDL Ventures has appointed National Securities Depository Limited (NSDL) to provide electronic voting facilities. This includes remote e-voting as well as e-voting during the meeting, in line with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2.

The company has set July 23, 2026 as the cut-off date to determine shareholder eligibility for e-voting. Remote e-voting will open on July 27, 2026 at 9:00 a.m. IST and close on July 29, 2026 at 5:00 p.m. IST. The e-voting event number (EVEN) mentioned in the notice is 139879.

What the merger scheme says: entities, law, and structure

Under the scheme described in the disclosures, Hinduja Leyland Finance Limited is the Transferor Company and NDL Ventures Limited (formerly known as NXTDIGITAL Limited) is the Transferee Company. The merger is structured as a merger by absorption, meaning HLFL would be absorbed into the listed entity, NDL Ventures.

The article text also describes HLFL as an RBI-registered non-banking financial company (NBFC). Post-merger positioning has been described as focused on vehicle finance, housing finance, and diversified lending.

Share swap ratio and appointed date

The scheme includes a defined share exchange ratio for HLFL shareholders. As per the details provided, NDL Ventures will issue 25 equity shares (face value ₹10 each) for every 10 equity shares held in HLFL.

The scheme also specifies an appointed date of April 1, 2026, which is described as the financial effective date for the merger.

Creditors: consents and meeting requirements

The NCLT order records that secured creditors holding 92% in value of HLFL’s debt have consented to the scheme, and therefore the tribunal dispensed with the requirement to hold their meeting.

Separately, the notice text states that NDL Ventures’ Board determined that convening a separate meeting for unsecured creditors is not required as all dues are cleared. Readers tracking the process will typically watch for the final meeting outcomes and any subsequent tribunal steps required to progress the scheme.

Trading window closure linked to Q1FY27 results

NDL Ventures also disclosed a trading window closure under SEBI insider trading regulations. The trading window has been closed from July 1, 2026 and will reopen 48 hours after the declaration of the company’s unaudited financial results for the quarter ended June 30, 2026 (Q1FY27).

This disclosure is separate from the merger voting schedule, but is relevant for market participants monitoring compliance-related restrictions around unpublished price-sensitive information.

Key dates and figures at a glance

Market impact: what investors will watch

For listed-company investors, the immediate catalyst is the July 30 shareholder vote, because it determines whether the scheme can proceed to the next stage of approvals. The remote e-voting window and cut-off date define who can participate and when voting can be executed.

Investors will also track how the company sequences regulatory and procedural actions after the EGM, since the scheme is being processed under the Companies Act provisions and within an NCLT-supervised structure. In addition, the disclosed trading window closure sets a compliance boundary until 48 hours after the Q1FY27 results are made generally available.

Why this milestone is significant in the process

The NCLT’s direction to convene meetings follows the earlier exchange communications dated May 20, 2026, and signals that the proposal has moved from preliminary review to formal stakeholder consideration. The scheme’s disclosed exchange ratio and appointed date provide a clear framework for how the absorption is intended to be executed, subject to approvals.

With a defined voting calendar and an NSDL-run voting process, the next decisive event on the timeline is the EGM outcome, after which the company has said further developments will be intimated to the stock exchanges in line with applicable regulations.

Conclusion

NDL Ventures’ July 30, 2026 EGM, convened under an NCLT order dated June 17, 2026, is the key shareholder checkpoint for the proposed absorption of Hinduja Leyland Finance Limited into the listed entity. Eligible shareholders as of July 23 can vote via NSDL remote e-voting from July 27 to July 29, or vote during the VC/OAVM meeting. The next updates are expected through company disclosures to the exchanges after the meeting and as the scheme progresses through required approvals.