Ashok Leyland500477Scheme of arrangement
NCLT sanctions merger of Hinduja Leyland Finance into NDL Ventures
By ScoutQuest · · 3 min read
61.12%Ashok Leyland shareholding in HLFL ( the Scheme
- Share swap ratio
- 25 NDL shares for every 10 HLFL shares (face value ₹ 10 each)
- Stake change
- 61.12% in HLFL to 59.64% in NDL
- Effectiveness condition
- Effective after update the order with the RoC
What the tribunal has approved
- The National Company Law Tribunal, Mumbai Bench, passed an order dated November 3, 2026 sanctioning the Scheme of Arrangement by Absorption of Hinduja Leyland Finance Limited (HLFL) into NDL Ventures Limited (NDL), under Sections 230 to 232 of the Companies Act, 2013.
- HLFL is a material subsidiary of Ashok Leyland. NDL, formerly known as NXTDIGITAL Limited, was incorporated on July 18, 1985 and is listed on the BSE Limited and the National Stock Exchange of India Limited, with its objects amended to undertake financial services activities.
- Once the Scheme takes effect, HLFL will stand dissolved without winding up and will cease to be a material subsidiary of Ashok Leyland. NDL will then become the material listed subsidiary.
- The tribunal approved the Scheme subject to the terms and conditions specified in the order. HLFL's letter dated November 4, 2026 states that the certified copy of the NCLT order is awaited.
The share swap in numbers
- Shareholders of HLFL will receive 25 equity shares of NDL of face value ₹ 10 each for every 10 equity shares of HLFL of face value ₹ 10 each.
- As a direct consequence, Ashok Leyland's shareholding will stand diluted from 61.12% in HLFL to 59.64% in NDL. This 59.64% is the stake the company will hold in the entity it acquires.
- NDL's turnover: ₹ 489.37 Lakhs in FY 2025-26, ₹ 494.31 Lakhs in FY 2024-25 and ₹ 590.15 Lakhs in FY 2023-24.
- The consideration is share-based, so there is no cash cost of acquisition. The transaction is being implemented through the NCLT-sanctioned merger and the approved share exchange ratio.
When it takes effect
- The Scheme becomes effective only 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 boards of the transferor and transferee companies approved the Scheme at their respective meetings held on 25.11.2025.
Why the companies say they are doing it
- To create a stronger listed financial services platform, achieve operational synergies and efficiencies and enhance stakeholder value.
- The rationale also cites greater efficiency in capital raising and access to both internal cash flows and external capital to fund growth, avoidance of duplication of administrative functions, reduced multiplicity of legal and regulatory compliance, optimum utilisation of assets, and an increase in the net worth of the transferee company.
- The update states that no specific benefit is proposed to accrue to the promoter, promoter group or group companies from the restructuring.
- It also states that though HLFL is a material subsidiary of Ashok Leyland, the scheme of merger of HLFL into NDL does not fall within Related Party Transaction(s).
What this means for a retail holder
- This is a group-level restructuring of the financial services arm. Ashok Leyland itself is not merging with anything; its holding in HLFL is converted into a holding in NDL, a listed company.
- Nothing in the Scheme changes the number of Ashok Leyland shares an investor holds. The share swap is between HLFL shareholders and NDL.
- The key figures to track are the effective date (on update the order with the Registrar of Companies) and the movement of the holding from 61.12% to 59.64%, after which NDL becomes the material listed subsidiary.
₹494.31 lakh-16.2%
FY2023-24₹590.15 lakhFY2024-25₹494.31 lakh
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More numbers
- Ashok Leyland shareholding in NDL after the Scheme59.64%
- Ashok Leyland shareholding in HLFL (before the Scheme)61.12%
- NDL shares issued per 10 HLFL shares25 equity shares
- HLFL shares per the exchange ratio10 equity shares
- Face value per share of NDL and HLFL₹ 10
- NDL turnover FY 2025-26₹ 489.37 Lakhs
- NDL turnover FY 2024-25 (₹ in Lakhs)494.31
- NDL turnover FY 2023-24 (₹ in Lakhs)590.15
Source: BSE · 5 Nov 2026
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