NCLT sanctions absorption of Hinduja Leyland Finance into NDL Ventures
NCLT Mumbai Bench has sanctioned the scheme by which Hinduja Leyland Finance (HLFL) is absorbed into NDL Ventures (NDL).
By ScoutQuest · · 2 min read
- Share Swap Ratio
- 25 NDL shares of ₹ 10 face value for every 10 HLFL shares of ₹ 10 each
- Stake Change
- 61.12% in HLFL moves to 59.64% in NDL
- Appointed Date
- 01.04.2026
What the order does
The National Company Law Tribunal, Mumbai Bench, by its order dated November 3, 2026, has sanctioned the Scheme of Arrangement by Absorption of Hinduja Leyland Finance Limited (HLFL) into NDL Ventures Limited (NDL). HLFL is a material subsidiary of Ashok Leyland and is the transferor company; NDL, the transferee company, is a listed public company in the non-banking financial sector, formerly known as NXTDIGITAL Limited and renamed NDL Ventures Limited in April 2023.
What changes for the group
- HLFL will stand dissolved without winding up once the scheme becomes effective.
- HLFL ceases to be a material subsidiary of Ashok Leyland.
- NDL becomes the material listed subsidiary of Ashok Leyland.
- Ashok Leyland's shareholding goes from 61.12% in HLFL to 59.64% in NDL.
- The scheme does not fall within the related party transaction(s) framework, and no specific benefit is proposed to accrue to the promoter, promoter group or group companies from the restructuring.
Share exchange ratio
- 25 equity shares of NDL of face value ₹ 10 each will be issued and allotted for every 10 equity shares of face value ₹ 10 each held in HLFL.
- Consideration is by way of issuance of equity shares of NDL in line with the approved exchange ratio; the cost of acquisition is stated as not applicable.
Why the companies say they are doing it
- To create a stronger listed financial services platform with operational synergies and efficiencies.
- To give NDL shareholders a larger participation in the growing NBFC sector.
- To improve the merged entity's ability to raise growth capital, both from internal cash flows and external sources.
- To avoid duplication of administrative functions and reduce the multiplicity of legal and regulatory costs.
- To increase the net worth and financial strength of the transferee company.
Size of the entity being acquired
- NDL turnover was ₹ 489.37 Lakhs in FY 2025-26, ₹ 494.31 Lakhs in FY 2024-25 and ₹ 590.15 Lakhs in FY 2023-24.
Next steps
The scheme becomes effective upon update of the certified copy of the NCLT order with the Registrar of Companies and completion of the other formalities prescribed under the scheme. The Appointed Date fixed under the scheme is 01.04.2026. The order is subject to the terms and conditions specified in it.
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More numbers
- Ashok Leyland shareholding in HLFL61.12%
- Ashok Leyland shareholding in NDL after the scheme59.64%
- NDL shares to be issued per the swap25 equity shares
- HLFL shares for which the swap applies10 equity shares
- Face value of NDL and HLFL equity shares₹ 10
- NDL turnover, FY 2025-26₹ 489.37 Lakhs
- NDL turnover, FY 2024-25494.31
- NDL turnover, FY 2023-24590.15
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