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The proposed merger between Hinduja Leyland Finance (HLFL) and NDL Ventures has reached another stage. HLFL’s unsecured creditors voted on the merger, while NDL Ventures shareholders also considered the proposal. Here’s a look at what has happened so far.
Hinduja Leyland Finance Creditors Approve the Merger
Based on the voting results and scrutinizer’s Report released by NDL Ventures, HLFL’s unsecured creditors have agreed a proposed merger on July 30, 2026. A total of 110 unsecured creditors, representing about Rs. 2,098.75 Cr of outstanding debt, voted on the scheme, with the proposal receiving the required approval.
NDL Ventures shareholders also approved the merger at a separate meeting held on the same day. Of 63,49,918 votes polled, 63,49,888 were in favour, while only 30 votes were against the proposal. This means 99.9995% of the votes polled supported the merger. So, why is this merger important?
What Is the Hinduja Leyland Finance-NDL Ventures Merger?
HLFL will become part of NDL Ventures through the merger. HLFL will be absorbed into NDL Ventures, which will be the acquiring company. NDL Ventures was formerly known as NXTDIGITAL Limited. The proposed merger is structured as a merger by absorption. The merger scheme sets out the terms of the proposed transaction. April 1, 2026, is the appointed date under the scheme. The merger itself will take effect only after the NCLT approves the scheme and the remaining steps are completed.
What Is the Share-Swap Ratio?
Here is how the share exchange will work. HLFL shareholders will receive 25 NDL Ventures shares for every 10 HLFL shares they hold, as per the merger scheme. The record date for determining eligible shareholders will be announced later. The fairness opinion issued for the transaction also considered the proposed ratio fair from a financial point of view.
Why Is NDL Ventures Merging With HLFL?
The two companies differ significantly in size and business profile. According to the CCI, NDL Ventures did not have an active business, while HLFL operates as an NBFC-Asset Finance Company.
HLFL finances a range of vehicles, including two-wheelers, three-wheelers, light commercial vehicles, medium and heavy commercial vehicles, cars and multi-utility vehicles. It also has exposure to loans against property, home loans and affordable housing loans. The companies have said the merger can help NDL Ventures enter and expand in the NBFC space, improve access to growth capital, strengthen financial resources, reduce duplication of compliance requirements, and create a more integrated business structure.
HLFL's Financial Performance: Why the Merger Matters
The size of HLFL's business makes the proposed merger significant for NDL Ventures.
Metric (in Rs. Cr.) | FY26 |
|---|---|
Assets Under Management (AUM) | 59,531 |
AUM growth | 24% YoY |
Profit After Tax (PAT) | 491 |
PAT growth | 20% YoY |
Ashok Leyland specifically reported that Hinduja Leyland Finance's standalone AUM grew 24% to Rs.59,531 Cr, while PAT increased 20% to Rs.491 Cr in FY26. These numbers show the scale of the business that could sit inside the listed NDL Ventures entity once the merger becomes effective.
For context, NDL Ventures itself had a much smaller operating base before the merger. Its FY25 income from operations was around Rs. 4.94 Cr, while its net worth was about Rs. 60 Cr. This is why the proposed merger could be significant for NDL Ventures shareholders. The company would likely move from a relatively small business into a much larger financial-services platform.
Merger Timeline: What Has Happened So Far?
Date | Development |
Nov 25, 2025 | Boards approved the merger scheme. |
Feb 17, 2026 | CCI approved the combination. |
May 20, 2026 | NDL Ventures disclosed receipt of BSE/NSE no-observation letters. |
June 17, 2026 | NCLT directed the company to convene the meetings |
July 30, 2026 | Creditors and shareholders approved the merger scheme. |
Next | Final NCLT process and implementation |
The CCI approval was an important regulatory milestone. The competition regulator said the proposed combination would merge and consolidate HLFL's business with NDL Ventures.
What Happens Next?
The July 30 approval does not mean the merger is complete yet. The scheme still needs final NCLT approval and the remaining steps before it can take effect. For HLFL shareholders, the key point to watch will be the record date and subsequent allotment of NDL Ventures shares under the 25:10 swap ratio. For NDL Ventures shareholders, the bigger question will be how the company looks after HLFL's lending business becomes part of the listed entity.
What Does This Merger Means To for Investors?
The merger could significantly change NDL Ventures' business profile. Instead of remaining a relatively small listed company, NDL Ventures would gain exposure to HLFL's sizeable NBFC platform, which had Rs.59,531 Cr of AUM and Rs.491 Cr of FY26 PAT.
But investors should also remember that the transaction is still subject to the final approval process. The creditor and shareholder votes have cleared an important hurdle. They do not, by themselves, complete the merger. The next key step is the final NCLT order, followed by implementation of the scheme.
