NDL Ventures Limited Merger: Scheme of Absorption Receives No Objection from BSE and NSE

NDL Ventures Limited Merger: Scheme of Absorption Receives No Objection from BSE and NSE​

NDL Ventures Limited (formerly NXTDIGITAL LIMITED) has received 'No-objection /No Adverse Observation Letters' from both the BSE Limited and the National Stock Exchange of India Limited (NSE) regarding its proposed Scheme of Merger by Absorption. The Scheme involves the absorption of Hinduja Leyland Finance Limited (the Transferor Company) into NDL Ventures Limited (the Transferee Company).

The Board of Directors of NDL Ventures Limited had previously approved the proposed Scheme of Merger. In this regard, NDL Ventures Limited announced that both BSE and NSE conveyed their 'No-objection /No Adverse Observation Letter' on May 18, 2026 (BSE) and May 19, 2026 (NSE).

The observation letters are valid for six months from their respective dates of issue.

Mandatory Disclosures and Scheme Requirements​

The exchanges' letters outline several mandatory disclosures and compliance requirements that must be met for the Scheme to proceed. Key requirements directed by BSE and NSE include:

• Financial Reporting: Financial statements included in the scheme, especially those considered for the valuation report, must not be older than six months.
• Transparency: Both companies must prominently disclose the shareholding pattern of the Promoter/Promoter Group and Public Shareholders, both pre- and post-scheme, on the very first page of the notice convening the shareholders' meeting.
• Rationale: The scheme must include a brief explanation regarding the increase in the shareholding of the Promoter/Promoter Group and its impact on public shareholders.
• Operational Details: Disclosures must cover the impact of the scheme on the revenue generating capacity of the Transferee Company, the rationale and synergies of the businesses involved, and a cost benefit analysis.
• Legal Standing: Companies are required to ensure the transfer of all liabilities of the Transferor Company to the Transferee Company and disclose details of any pending actions against the entities or their promoters/directors.
• Compliance: All entities involved must ensure compliance with the relevant provisions of the Companies Act, 2013.

The successful implementation of the Scheme remains subject to receipt of various other statutory and regulatory approvals, including the final approval from the National Company Law Tribunal (NCLT) and the respective company shareholders.

NDLVENTURE Stock Price Movement​

Shares of NDL Ventures Limited are rallying significantly to ₹129.66 as of 11:59 AM, gaining 6.58% in live trading today. The equity has seen robust interest, climbing amid a trading volume of 109,843 shares.