The Board of Directors of Hinduja Leyland Finance (HLF), a subsidiary of Ashok Leyland, has approved a merger by absorption with NDL Ventures Limited. The merger is subject to shareholder and regulatory approvals. The proposed merger aims to leverage growth potential in the non-banking finance sector, enhance value, and boost capital efficiency. For the year ended March 31, 2025, HLF’s income from operation was ₹4473.33 Crores.
Merger by Absorption
Hinduja Leyland Finance Limited (HLF) will merge into NDL Ventures Limited, formerly known as NXTDIGITAL Limited. The Board of Directors approved the Scheme of Merger by Absorption on November 25, 2025.
Key Approvals and Conditions
The merger is subject to approvals from the Securities and Exchange Board of India (SEBI), the National Company Law Tribunal (NCLT), BSE Limited, and the National Stock Exchange of India Limited, as well as shareholders and creditors.
Share Exchange Ratio
For every 10 equity shares of HLF, 25 equity shares of NDL Ventures Limited will be issued. The appointed date for the merger is April 01, 2026, or another date as directed or approved.
Financial Details
For the financial year ended March 31, 2025:
- HLF’s total income from operations was ₹4473.33 Crores, and its net worth was ₹7299.23 Crores.
- NDL Ventures Limited reported a total income of ₹4.94 Crores and a net worth of ₹60.05 Crores.
Rationale
The merger aims to facilitate growth in the non-banking finance sector, enhance shareholder value, and enable the Transferee Company to engage in the business of a Non-Banking Finance Company (NBFC). It will allow increased capital raising avenues and efficiencies.
Source: BSE