Hinduja Leyland Finance Unlisted Shares: NCLT Gives Nod

TL;DR

1. The Mumbai Bench of the National Company Law Tribunal (NCLT) has approved the merger of Hinduja Leyland Finance Limited with NDL Ventures Limited.

2. Investors with unlisted shares of Hinduja Leyland Finance have reason to cheer.

Introduction

The order dated 3rd November, 2026 is approving the merger under the provisions of Sections 230 to 232 of the Companies Act, 2013.NDL Ventures has informed the stock exchanges about the approval on November 4, 2026. Under the approved scheme, shareholders of Hinduja Leyland Finance will receive 25 equity shares of NDL Ventures for every 10 equity shares held in Hinduja Leyland Finance, once the scheme becomes effective.

The development is particularly relevant for unlisted shareholders because NDL Ventures is already listed on the BSE and NSE. But actual share allocation, the record date and trading arrangements are important next steps.

Key Details of the Hinduja Leyland Finance Merger

The merger will bring Hinduja Leyland Finance's lending operations under NDL Ventures, which was previously known as NXTDIGITAL Limited. Here are the important details investors should know.

Source: Dated November LiveLaw Biz

Why NCLT gave nod to merger of Hinduja Leyland Finance?

The NCLT approved the merger after considering the scheme, the approvals of the shareholders and the reports submitted by the concerned authorities. The tribunal found the arrangement to be fair and reasonable and not contrary to the law nor against public policy.Both firms have already taken a number of important steps before final approval.

• November 25, 2025: Boards of Hinduja Leyland Finance and NDL Ventures have approved the proposed merger.

• February 17, 2026: The Competition Commission of India has given its approval for the proposed combination.

• July 30, 2026: Shareholders of both companies approved the merger in their respective meetings.

• November 3, 2026: The NCLT Mumbai Bench sanctioned the merger.

• November 4, 2026: NDL Ventures disclosed receipt of the order to the stock exchanges.

The NCLT order said shareholders representing 100% of the votes cast at the meeting of Hinduja Leyland Finance approved the merger. Shareholders representing 99.99% in value and 97.87% in number of those present and voting voted in favor of the arrangement at NDL Ventures.

The tribunal also directed the companies to file the order and merger scheme with the Registrar of Companies through Form INC-28 within a period of 30 days from the date of receipt of the order.

Will the unlisted shares of Hinduja Leyland Finance survive the merger?

The merger creates a route for eligible holders of Hinduja Leyland Finance unlisted shares to receive equity shares in the listed company, NDL Ventures. Under the approved arrangement, NDL Ventures will issue 2.5 equity shares for every one equity share held in Hinduja Leyland Finance.

Understanding the share exchange ratio

The figures illustrate the approved 25:10 exchange ratio. Actual entitlement depends on eligibility, the record date and implementation of the scheme.

As per the approved ratio, an investor holding 100 shares of Hinduja Leyland Finance will get 250 shares of NDL Ventures. However, investors should not take for granted that more shares automatically translate into more value for their investment.

The actual value of the investment will depend on the market price of NDL Ventures, the valuation of the combined business and market conditions.

Will Hinduja Leyland Finance shares become listed?

Hinduja Leyland Finance will not undertake a separate initial public offering under this merger arrangement. Instead, its eligible equity shareholders will be entitled to shares in NDL Ventures, a listed company, subject to completion of the scheme and the relevant listing and trading formalities.

Hinduja Leyland Finance to merge with NDL Ventures for what?

The merger is intended to strengthen the financial position of the combined company, improve access to capital and unlock opportunities in the non-bank financial services sector.

Hinduja Leyland Finance is a non-banking financial company which finances two wheelers, commercial vehicles, cars, property backed loans and housing loans. NDL Ventures, meanwhile, is a listed Hinduja Group company. The proposed restructuring provides an opportunity to bring an established lending business into the listed entity.

According to the merger scheme, the companies expect several benefits.

1. Improved access to growth capital

Being within a listed structure can also provide additional opportunities to raise capital in the public markets and with institutional investors.

2. Improved financial status

The merger is expected to enhance NDL Ventures’ net worth and help the future growth of its finance business.

3. Trim administrative costs

The businesses could merge to cut duplicated administrative functions, regulatory processes and related operating costs.

4. Increased operational efficiency

A typical corporate structure could help allocate assets better and keep the management focused on the lending business.

5. Creation of shareholder value potential

The restructuring gives an opportunity for the shareholders of Hinduja Leyland Finance to acquire shares in a listed company. They are intended benefits as set out in the merger scheme and are not financial results already delivered.

What happens next after the NCLT approval?

The latest order moves the merger closer to implementation. However, investors should monitor the remaining corporate announcements before treating the transaction as fully implemented.

Conclusion

The NCLT has given approval for the merger of Hinduja Leyland Finance with NDL Ventures, a significant step in the company’s corporate restructuring.

The approved exchange ratio of 25 NDL Ventures shares for every 10 existing shares potentially offers a way for investors in Hinduja Leyland Finance unlisted shares to own a stake in a listed company.

But the approval should not be considered as the completion of share allotment nor as an immediate increase in investment value.

Investors will need to stay tuned to future announcements about the effective date, share allotment and trading permissions. They should also keep an eye on the financial performance of the combined company.

FAQs

When did NCLT clear the merger of Hinduja Leyland Finance?

3 November 2026: NCLT Mumbai Bench gives its nod to merger of NDL Ventures.

What is the Hinduja Leyland Finance share swap ratio?

Under the scheme, shareholders will get 25 shares of NDL Ventures for every 10 shares held by them in Hinduja Leyland Finance.

Is Hinduja Leyland Finance a listed company?

Hinduja Leyland Finance’s equity shares are not listed while NDL Ventures is listed on BSE and NSE.

Will Hinduja Leyland Finance launch an IPO?

The approved restructuring is a merger into an existing listed company rather than a separate IPO.

When will investors receive NDL Ventures shares?

The confirmed announcement on November 4 does not mention the allotment date and it has to be ascertained by monitoring further announcements by the company.