Ashok Leyland has announced the successful completion of the merger of its material subsidiary, Hinduja Leyland Finance Limited (HLFL), into NDL Ventures Limited (NDL). This strategic move aims to create a stronger, consolidated listed financial services platform, enhancing operational synergies and stakeholder value. Following the merger, HLFL will be dissolved, and NDL will become Ashok Leyland’s material listed subsidiary. The transaction was sanctioned by the National Company Law Tribunal (NCLT) on November 3, 2026.
Ashok Leyland Finalizes Subsidiary Merger
Ashok Leyland Limited has officially completed the merger of its material subsidiary, Hinduja Leyland Finance Limited (HLFL), with NDL Ventures Limited (NDL). This significant corporate restructuring was sanctioned by the National Company Law Tribunal (NCLT), Mumbai Bench, via an order dated November 3, 2026.
Strategic Rationale and Impact
The merger is designed to establish a more robust listed financial services platform, fostering greater operational synergies, efficiencies, and ultimately enhancing stakeholder value. Upon the scheme becoming effective, HLFL will be dissolved without winding up. Consequently, NDL Ventures Limited will now become Ashok Leyland’s material listed subsidiary.
Shareholding and Operational Changes
The scheme of arrangement involves a share exchange ratio where 25 equity shares of NDL, with a face value of ₹10 each, will be issued and allotted for every 10 equity shares of HLFL of face value ₹10 each. As a result of this merger and share issuance, Ashok Leyland’s shareholding in the combined entity will stand diluted from 61.12% in HLFL to 59.64% in NDL.
Regulatory Approvals
The process involved obtaining approvals from various regulatory bodies, including the National Company Law Tribunal. The Scheme of Amalgamation was filed under Sections 230 to 232 of the Companies Act, 2013. The effective date of the merger is set for April 1, 2026, with the merger order being pronounced on November 3, 2026.
Background of the Entities
NDL Ventures Limited, formerly known as NXTDIGITAL Limited, is a listed public company incorporated in 1985 and is engaged in financial services activities. Hinduja Leyland Finance Limited, the transferor company, was incorporated in 2008 and is also involved in the non-banking financial sector.
Source: BSE
