NDL Ventures Limited gets NCLT approval for NBFC merger

NDL Ventures Limited received National Company Law Tribunal approval on November 3, 2026 to absorb Hinduja Leyland Finance Limited, advancing NDL Ventures' stated plan to enter non-banking financial company, or NBFC, business through a share exchange of 25 NDL Ventures equity shares for every 10 Hinduja Leyland Finance shares.

What did the NCLT approve for NDL Ventures?

The National Company Law Tribunal, Mumbai Bench-I, approved on November 3, 2026 the scheme of merger by absorption of Hinduja Leyland Finance into NDL Ventures, subject to the terms and conditions in its order. NDL Ventures disclosed the decision to BSE Limited and the National Stock Exchange of India Limited on November 4, 2026 under Regulation 30 of the Securities and Exchange Board of India Listing Obligations and Disclosure Requirements Regulations, 2015.

The order was issued in C.P. (CAA) No. 120/MB/2026 in C.A. (CAA) No. 107/MB/2026 under Sections 230 to 232 of the Companies Act, 2013. Hinduja Leyland Finance is the transferor company and NDL Ventures is the transferee company; the tribunal’s order was uploaded on its website on November 3, 2026, while the certified copy was still awaited when NDL Ventures made its November 4 disclosure.

The boards of both companies approved the scheme on November 25, 2025, and the appointed date specified in the scheme is April 1, 2026. That appointed date precedes the tribunal’s November 2026 approval and is the date fixed within the scheme, rather than the date on which the NCLT order was pronounced.

Why is NDL Ventures merging with Hinduja Leyland Finance?

NDL Ventures is pursuing the merger to engage in NBFC business, according to the rationale recorded in the November 3, 2026 NCLT order. The order says NDL Ventures amended its memorandum of association to reflect this intended business, citing the growth potential of the NBFC sector and an objective of creating shareholder value.

Management and the boards described Hinduja Leyland Finance as a successful and leading NBFC that needs growth capital to accelerate growth. Their stated rationale is that combining it with NDL Ventures could expand routes for raising capital from public and interested investors, while giving NDL Ventures shareholders an opportunity to participate in the NBFC sector.

The companies also identified capital-raising efficiency, access to operating cash flow and external capital, and the integration of resources and costs as intended outcomes. They said the merger is expected to reduce duplication of administrative functions and legal and regulatory compliance, increase NDL Ventures’ net worth, and support the governance systems required of a listed entity.

What share exchange will Hinduja Leyland Finance shareholders receive?

Hinduja Leyland Finance shareholders will receive 25 fully paid NDL Ventures equity shares for every 10 fully paid Hinduja Leyland Finance equity shares held on the record date. Each share in the exchange ratio has a face value of Rs 10, and the order does not state the record date.

The scheme provides for NDL Ventures to issue and allot the new shares without a further application, act or deed after the scheme takes effect. The entitlement extends to recognised heirs, executors, administrators and other successors in title where applicable, subject to recognition by the NDL Ventures board.

The consideration specified in Clause 6.1 is share-based, with no cash payment described in the tribunal order. The order further provides that Hinduja Leyland Finance’s board will stand dissolved upon merger, without prejudice to decisions and actions already taken by that board.

How did shareholders and creditors vote on the merger?

Hinduja Leyland Finance equity shareholders approved the scheme on July 30, 2026 with 100% support by value and by number among those present and voting. NDL Ventures equity shareholders approved it on the same date with 99.99% support by value and 97.87% by number, making the approval by number 2.13 percentage points below the recorded result for Hinduja Leyland Finance shareholders.

The NCLT had directed the companies on June 17, 2026 to convene meetings of equity shareholders and unsecured creditors. Both equity shareholder meetings were held through video conferencing or other audio-visual means, abbreviated as VC/OAVM, on July 30, 2026.

Hinduja Leyland Finance unsecured creditors approved the scheme with 99.99% of participating creditors voting through remote e-voting and e-voting. NDL Ventures’ unsecured-creditor meeting was dispensed with because its three unsecured creditors had been paid in the ordinary course of business and had issued no-dues certificates as of March 31, 2026.

What compliance matters remain after the NCLT order?

The NCLT order does not prevent authorities from examining issues that arise after the scheme takes effect, and their decisions would bind both companies. The companies also undertook to comply with any directions from applicable sectoral regulators, following observations in the Regional Director, Western Region, Mumbai report dated September 29, 2026.

The undertakings include compliance with Section 232(3)(i) of the Companies Act, 2013 and Rule 8A(1)(w) of the Companies (Incorporation) Rules, 2014. The companies also said they would protect creditor and employee interests and comply with applicable income-tax, goods and services tax, and Ministry of Corporate Affairs requirements, including a circular dated August 21, 2019.

For accounting, NDL Ventures must comply with Accounting Standard 14 or Indian Accounting Standard 103, known as Ind AS 103, and make additional entries required under applicable standards, including Accounting Standard 5 or Ind AS 8. The order records no pending investigations under the specified Companies Act sections and no insolvency proceedings or litigation with a material impact on the scheme as of the tribunal process.

Conclusion

The November 3, 2026 order approves the legal framework for Hinduja Leyland Finance to merge into NDL Ventures. The transaction combines NDL Ventures’ stated NBFC entry plan with an existing NBFC business and sets consideration at 25 NDL Ventures shares for every 10 Hinduja Leyland Finance shares.

Next, investors can watch for receipt of the certified NCLT order and for the scheme to take effect under its stated terms. The order also leaves compliance with sectoral directions, tax requirements, accounting standards and creditor and employee protections to be completed as applicable.