NCLT approves merger: The Mumbai Bench of the National Company Law Tribunal (NCLT) has approved the merger of Hinduja Leyland Finance Limited (HLFL) into NDL Ventures Limited under Sections 230–232 of the Companies Act, 2013. The tribunal held that the scheme was fair, reasonable and not contrary to law or public policy.
Share exchange ratio: Under the approved scheme, Hinduja Leyland Finance shareholders will receive 25 equity shares of NDL Ventures for every 10 shares held. The appointed date for the merger is April 1, 2026.
Expansion into the NBFC sector: The merger will enable NDL Ventures to expand its presence in the non-banking financial company (NBFC) sector. It is also expected to improve capital-raising opportunities and strengthen its financial services business.
Operational synergies: The consolidation is expected to reduce administrative duplication and regulatory compliance costs. Hinduja Leyland Finance employees will continue with NDL Ventures without any break in service.
Regulatory observations addressed: The Official Liquidator had raised concerns regarding overdue loan portfolios, near-term repayment obligations and the valuation of certain loan assets. Hinduja Leyland Finance submitted that its expected credit loss provisions were adequate and that it could meet its repayment obligations. The Regional Director raised no objection to the scheme.
Key monitorable: Investors should track the completion of merger formalities, issuance of NDL Ventures shares, integration of the NBFC business, asset quality, loan book growth and the impact of consolidation on profitability and capital position.
