NDL Ventures merger awaits NCLT order after 99.9995% vote

NDL Ventures Limited’s proposed absorption of Hinduja Leyland Finance Limited remains pending final National Company Law Tribunal approval after 63,49,888 of 63,49,918 votes, or 99.9995%, supported the scheme on July 30, 2026. The vote clears a major corporate-approval step, while the final tribunal order and statutory formalities are still awaited.

What is the NDL Ventures and Hinduja Leyland Finance merger?

NDL Ventures Limited proposes to merge Hinduja Leyland Finance Limited into itself through a scheme of merger by absorption under Sections 230 to 232 of the Companies Act, 2013. Hinduja Leyland Finance is the transferor company, while NDL Ventures, formerly known as NXTDIGITAL Limited, is the transferee company under the scheme.

The stated appointed date is April 1, 2026. Under the scheme, the assets, liabilities, rights and obligations of Hinduja Leyland Finance are proposed to vest in NDL Ventures from that date, subject to the scheme becoming effective through the required legal process.

Hinduja Leyland Finance is described in the proceedings as an RBI-registered non-banking financial company. The transaction would therefore place the finance business within the listed NDL Ventures entity once the scheme receives final sanction and the remaining formalities are completed.

The share-exchange proposal provides 25 fully paid-up equity shares of NDL Ventures for every 10 equity shares held in Hinduja Leyland Finance. This represents a 2.5:1 exchange ratio for Hinduja Leyland Finance shareholders, subject to the record date and final approvals.

How did shareholders and creditors vote on the scheme?

NDL Ventures shareholders approved the merger at an NCLT-convened meeting held on July 30, 2026, with 99.9995% of votes cast in favour. Of the 63,49,918 total votes polled, 63,49,888 supported the resolution and 30 votes were cast against it.

The voting process included remote e-voting and voting at the meeting. According to the scrutinizer’s report dated July 30, 2026, the resolution was deemed approved with the requisite majority under Section 230(6) of the Companies Act, 2013 and the relevant SEBI scheme circular dated June 20, 2023.

Hinduja Leyland Finance also received unanimous approval from its unsecured creditors and public equity shareholders at NCLT-convened meetings held on July 30, 2026. The supplied disclosures state that all valid votes cast at those meetings were in favour of the proposal.

The shareholder and creditor approvals are material because tribunal-led merger schemes require support from the relevant classes of stakeholders before the NCLT considers final sanction. The strong voting outcome reduces one procedural uncertainty, but it does not itself make the merger effective.

What regulatory steps has the merger completed?

The merger has received no-objection or no-adverse-observation communications from BSE Limited and the National Stock Exchange of India Limited, communicated on May 20, 2026. The Competition Commission of India is also identified in the supplied information as having granted approval.

The NCLT Mumbai Bench then issued an order dated June 17, 2026 directing NDL Ventures to convene meetings of equity shareholders and unsecured creditors. The company received that order on June 18, 2026. The direction followed the exchange-related regulatory clearances and initiated the stakeholder-approval stage of the tribunal process.

The first-motion application was allowed by the Mumbai Bench on June 17 in proceedings under Sections 230 and 232. The applicant companies had informed the tribunal that their respective boards approved the scheme on November 25, 2025.

The NCLT later admitted the merger petition, with an interim order reported on August 13, 2026. Disclosures also state that the matter was listed for final hearing before the Mumbai Bench on September 18, 2026, while NDL Ventures was informed that the final hearing was scheduled for October 1, 2026. The Regional Director of the Ministry of Corporate Affairs was directed to submit its report within a week.

Why does the final NCLT order matter to investors?

The final NCLT order matters because the shareholder approvals, exchange clearances and creditor consent do not by themselves complete the absorption. Final tribunal sanction and completion of remaining statutory formalities are needed before the scheme can become effective.

For Hinduja Leyland Finance shareholders, the disclosed exchange ratio is the central economic term: 25 NDL Ventures equity shares for every 10 Hinduja Leyland Finance shares. The eventual implementation will also depend on the record date and the completion of the scheme process described in the company’s disclosures.

For existing NDL Ventures investors, the transaction proposes to combine the listed company with an RBI-registered NBFC. The available information does not provide post-merger revenue, profit, loan-book, valuation or capital figures. As a result, the disclosed voting result and procedural milestones are the clearest available measures of progress, rather than evidence of a quantified financial impact.

The transaction also illustrates the role of the NCLT framework in Indian corporate restructurings. Board approvals, stock-exchange observations, stakeholder meetings and tribunal sanction are separate stages. The scheme has progressed through several of these stages, but remains incomplete while the final order is awaited.

Conclusion

NDL Ventures has secured overwhelming shareholder backing for the absorption of Hinduja Leyland Finance, with 99.9995% of the 63,49,918 votes polled supporting the proposal. Unanimous approvals from Hinduja Leyland Finance’s unsecured creditors and public equity shareholders, along with reported BSE, NSE and CCI clearances, mark substantial progress in the transaction process.

The next disclosed point to watch is the NCLT’s final hearing and order, including the Regional Director’s report requested by the tribunal. Investors should also track the completion of remaining statutory formalities and the record date relevant to the 25-for-10 share exchange for Hinduja Leyland Finance shareholders.