NDL Ventures Limited keeps conclusion amid transferor disclaimer

For the quarter and half year ended September 30, 2026, NDL Ventures Limited’s auditor did not modify its limited-review conclusion, although the joint auditors of transferor Hinduja Leyland Finance Limited declined to express a conclusion pending an independent review of possible financial effects. NDL Ventures reported total assets of Rs 62,666.14 crore at September 30, 2026.

Why did NDL Ventures highlight the transferor auditors’ disclaimer?

The disclaimer came from the joint statutory auditors of Hinduja Leyland Finance, whose review report dated November 13, 2026 said they could not obtain sufficient appropriate audit evidence to conclude on the accompanying statement. The auditors cited the significance of the matter referred to in their report and the pending completion of an exercise, and said they could not assess possible financial effects.

The filing does not disclose a rupee amount, affected account category or expected adjustment connected with the transferor auditors’ matter. It records only that an independent review remains pending. Therefore, the September 30, 2026 announcement does not allow readers to quantify any potential effect on the transferor’s financial information or on the merger-adjusted figures.

NDL Ventures’ statutory auditor, S K Patodia & Associates LLP, reproduced the transferor auditors’ wording as an emphasis of matter. It stated that its own conclusion was not modified in respect of the matter while the independent review is completed. The distinction is material: the transferor auditors did not express a conclusion, while NDL Ventures’ auditor issued a limited-review conclusion on the standalone statement.

What did NDL Ventures’ auditor conclude on the September results?

NDL Ventures’ auditor said that nothing had come to its attention to indicate that the September 30, 2026 standalone statement was materially misstated or did not disclose information required under the listing regulations. The conclusion covered both the three months ended September 30, 2026 and the period from April 1, 2026 to September 30, 2026.

The auditor conducted a limited review rather than a full audit. Its report says such a review provides moderate assurance through enquiries and analytical procedures, and is substantially narrower than an audit. The auditor therefore does not express an audit opinion on the September 2026 interim statement.

The report also says its conclusion on financial information derived from Hinduja Leyland Finance’s unaudited standalone results is based solely on the transferor auditors’ report furnished by that company’s management. Separately, NDL Ventures’ comparative September 2025 information had been reviewed by S K Patodia & Associates LLP on October 24, 2025, while the year ended March 31, 2026 had been audited by it on April 21, 2026.

How did the merger affect NDL Ventures’ reported financial information?

The reported September 2026 results were prepared after giving effect to the merger by absorption of Hinduja Leyland Finance into NDL Ventures, with an appointed date of April 1, 2026. The National Company Law Tribunal, Mumbai Bench, sanctioned the scheme through orders dated November 3, 2026 and November 5, 2026.

NDL Ventures said receipt of the tribunal orders, followed by Diwali holidays, limited staff availability, consolidation of voluminous data and ongoing auditor verification led to a one-day delay in filing the results. Its board approved the unaudited standalone and consolidated results on November 13, 2026, and the company submitted them to the exchanges on November 14, 2026.

The quarter ended June 30, 2026 was restated because of the merger scheme and was not reviewed by NDL Ventures’ auditor. This means the June comparison reflects merger-related restatement, rather than a like-for-like previously reviewed standalone quarterly result. The auditor nevertheless said its conclusion was not modified in respect of that restatement disclosure.

What were NDL Ventures’ September-quarter results?

NDL Ventures reported revenue from operations of Rs 1,745.14 crore for the quarter ended September 30, 2026, down from Rs 1,833.34 crore in the restated quarter ended June 30, 2026. Interest income increased by Rs 5.41 crore to Rs 1,503.66 crore, but other operating income fell by Rs 93.61 crore to Rs 241.48 crore.

Profit after tax was Rs 139.10 crore in the September quarter, compared with Rs 207.05 crore in the June quarter. Profit before tax declined by Rs 43.03 crore to Rs 200.83 crore, while tax expense increased to Rs 61.73 crore from Rs 36.81 crore. Finance costs were Rs 1,001.89 crore, marginally below Rs 1,005.20 crore in the preceding restated quarter.

For the half year ended September 30, 2026, NDL Ventures reported revenue from operations of Rs 3,578.48 crore and profit after tax of Rs 346.15 crore. Impairment on financial assets was Rs 809.15 crore for the half year, while finance costs were Rs 2,007.09 crore. These are reported merger-adjusted figures and do not quantify the matter under independent review.

What balance-sheet and cash-flow figures did NDL Ventures report?

NDL Ventures reported total assets of Rs 62,666.14 crore at September 30, 2026, compared with Rs 65.15 crore at March 31, 2026 in the standalone statement presented. The September balance sheet included goodwill of Rs 5,821.61 crore, non-current loans of Rs 29,379.34 crore and current loans of Rs 15,195.99 crore following merger accounting.

Equity attributable to owners was Rs 11,467.28 crore at September 30, 2026, including Rs 1,363.18 crore of shares pending issuance and Rs 10,070.43 crore of other equity. Borrowings totalled Rs 49,008.00 crore, comprising Rs 32,924.20 crore of non-current borrowings and Rs 16,083.80 crore of current borrowings.

For the half year ended September 30, 2026, NDL Ventures reported net cash used in operating activities of Rs 1,330.43 crore. The cash-flow statement recorded an increase in loans of Rs 2,256.52 crore, finance-cost cash outflow of Rs 1,915.24 crore and interest-income cash inflow of Rs 2,941.67 crore. These movements show the scale of the reported lending operations but do not resolve the pending review.

What should readers watch next from NDL Ventures?

Readers should watch for the completion of the independent review cited in the November 13, 2026 auditor’s report. NDL Ventures did not disclose a completion timetable, the scope of the review, the balances involved or an estimate of potential financial effects. Any later statement on those points could clarify whether the September 2026 figures require change.

Readers should also monitor future merger-adjusted statements because the June 30, 2026 quarter was restated and not reviewed by NDL Ventures’ auditor. The company’s next relevant disclosure may explain the completed review, any treatment of the transferor information or changes to the reported Rs 346.15 crore half-year profit after tax and Rs 62,666.14 crore asset base.

Conclusion

NDL Ventures’ September 2026 standalone limited-review conclusion was not modified, but its auditor highlighted that Hinduja Leyland Finance’s joint auditors could not express a conclusion while an independent review remained unfinished. The filing separates that transferor disclaimer from NDL Ventures’ own conclusion, while also showing that transferor financial information was used in the merger-adjusted reporting.

The main next event is completion of the independent review, for which the November 14, 2026 filing gives no deadline or estimated financial exposure. Readers should also watch subsequent reporting for any revisions to restated merger-period comparatives, particularly the June 30, 2026 results that were not reviewed by NDL Ventures’ auditor.