NDL Ventures Limited (NDLVENTURE)
₹118.48 +0.37% last close, 16 Oct
Latest quarterly results (Q4 FY26)
In its latest reported quarter, Q4 FY26, NDL Ventures' revenue was ₹0.0 Cr, and net profit ₹0.1 Cr (+7.1% year on year).
| Q4 FY26 (₹ Cr) | Value | YoY vs Q4 FY25 | QoQ |
|---|---|---|---|
| Revenue | ₹0.0 | — | — |
| Operating profit | ₹-1.1 | loss widened | loss widened |
| Net profit | ₹0.1 | +7.1% | -34.8% |
| EPS (₹) | 0.04 | +0.0% | -42.9% |
NDLVENTURE delivery percentage
NSE end-of-day data for
On Fri, 16 Oct 2026, 75.23% of the NDLVENTURE shares traded on NSE were taken to delivery, against the stock's own 20-session average of 79.67%. That is close to its usual level. Turnover was only ₹8 lakh, so a handful of trades can move this figure.
Delivery in the last 5 sessions: 82.1% · 67.8% · 73.3% · 69.6% · 75.2%
A description of what the exchange published, not a recommendation. Names such as "accumulation" or "long buildup" label a pattern in the numbers. How delivery is analysed
📢 Recent Corporate Announcements
NDL Ventures Limited has submitted its quarterly compliance certificate under Regulation 74(5) of the SEBI (Depositories and Participants) Regulations, 2018 for the quarter ended September 30, 2026. The certificate issued by Registrar and Share Transfer Agent KFin Technologies confirms that all dematerialisation requests received were confirmed within the mandated 15-day window. The share certificates were duly mutilated and cancelled, and depositories were substituted as the registered owners. This is a recurring administrative compliance filing with no operational or financial impact.
- Compliance certificate submitted for the quarter ended September 30, 2026
- Confirmation that dematerialisation requests were handled within 15 days of receipt
- Certificate issued by RTA KFin Technologies Limited on October 14, 2026
- Filing submitted to BSE (500189) and NSE (NDLVENTURE) on October 15, 2026
NDL Ventures Limited held its 41st Annual General Meeting on September 21, 2026, where shareholders approved all 8 ordinary and special resolutions with requisite majorities. Approved items included the adoption of FY26 financial statements, declaration of a dividend of ₹0.50 per equity share (5% on ₹10 face value), and reappointment of director Mr. Sudhanshu Kumar Tripathi. Additionally, shareholders approved multiple material related-party transactions, including with IndusInd Media & Communications, Hinduja Realty Ventures, and Hinduja Global Solutions, where promoter group entities abstained from voting.
- All 08 resolutions approved by shareholders at the 41st AGM held on September 21, 2026
- Declared dividend of ₹0.50 per equity share (5%) on face value of ₹10 per share
- Overall voter participation of 2,12,88,425 shares polled out of 3,36,71,621 shares (63.22%)
- Material related-party transactions approved with over 99.95% non-promoter votes in favor
NDL Ventures Limited concluded its 41st Annual General Meeting held on September 21, 2026. Key items placed before shareholders included the declaration of a dividend of Re. 0.50 per equity share (face value Rs 10) for FY 2025-26. Additionally, resolutions for multiple material related-party transactions with group entities (including Hinduja Realty Ventures, IndusInd Media, and Hinduja Global Solutions) were submitted for voting. Final voting results will be disclosed on or before September 23, 2026.
- Declared dividend of Re. 0.50 per equity share of face value Rs 10 for FY 2025-26
- Material related-party transactions tabled with 5 group entities including Hinduja Realty Ventures and Hinduja Global Solutions
- 64 members attended the AGM via video conference
- Remote e-voting closed on September 20, 2026, and final results will be declared by September 23, 2026
NDL Ventures Limited reported progress regarding its Scheme of Merger by Absorption of Hinduja Leyland Finance Limited (HLFL). During the hearing on September 18, 2026, the Hon'ble NCLT Mumbai directed the Regional Director (Western Region, MCA) to submit their report within a week. The tribunal has scheduled October 01, 2026, as the date for final hearing and disposal. This merger represents a core transformation for NDL Ventures to pivot from its legacy operations into an active NBFC platform under the Hinduja Group.
- Hearing listed before Hon'ble NCLT Mumbai on September 18, 2026
- Regional Director (Western Region, MCA) directed to submit report within 1 week
- Final hearing and disposal scheduled for October 01, 2026
- Underlying transaction merges Hinduja Leyland Finance into NDL Ventures under Sections 230-232
NDL Ventures Limited has fixed Tuesday, September 15, 2026, as the record date for determining shareholder entitlement to a final dividend of Re. 0.50 per equity share for FY 2025-26. The same record date applies for determining member eligibility for remote e-voting at the company's upcoming 41st Annual General Meeting. Based on the current stock price of Rs 119.7, the dividend represents a yield of approximately 0.42%.
- Final dividend declared at Re. 0.50 per equity share for FY 2025-26
- Record date fixed for Tuesday, September 15, 2026
- Record date also establishes e-voting eligibility for the 41st AGM
NDL Ventures Limited has announced Tuesday, September 15, 2026, as the record date for determining shareholder eligibility for a final dividend of Re. 0.50 per equity share for FY 2025-26. The same record date will serve as the cut-off for shareholder eligibility to participate via remote e-voting or in-person voting at the 41st Annual General Meeting (AGM). This filing formalizes the entitlement timeline for eligible investors.
- Record date fixed as Tuesday, September 15, 2026
- Final dividend of Re. 0.50 per equity share declared for FY 2025-26
- Establishes eligibility cut-off for voting at the 41st AGM
NDL Ventures Limited has issued the notice for its 41st Annual General Meeting scheduled for September 21, 2026. The company is seeking shareholder approval for a material related-party transaction to sell Bengaluru land (held as inventory) to Hinduja Realty Ventures Limited for up to ₹250 crore. Additionally, the AGM agenda includes approval for a related-party arrangement of up to ₹30 crore with IndusInd Media & Communications Limited and declaration of a ₹0.50 per share (5%) dividend for FY2025-26.
- AGM scheduled for September 21, 2026, via Video Conferencing.
- Proposed sale of Bengaluru land inventory to promoter group entity Hinduja Realty Ventures for up to ₹250 crore.
- Proposed transactions with IndusInd Media & Communications Limited for up to ₹30 crore.
- Recommended final dividend of ₹0.50 per share (5% on face value of ₹10) for FY2025-26.
NDL Ventures has received an interim order dated August 13, 2026, from the NCLT Mumbai Bench admitting its petition for the Scheme of Merger by Absorption of Hinduja Leyland Finance Limited into the company. The Tribunal has directed the issuance of notices to statutory authorities with a 30-day representation window and instructed newspaper publication at least 10 days prior to the next hearing. The matter has been fixed for hearing and final disposal on September 18, 2026.
- NCLT Mumbai Bench admitted Company Scheme Petition No. C.P.(CAA)/120/MB/2026 on August 13, 2026
- Final disposal and next hearing date scheduled for September 18, 2026
- Notices to be issued to statutory authorities under Section 230(5) with a 30-day representation window
- Company required to publish hearing notices in two local newspapers at least 10 days before the hearing
NDL Ventures reported a marginal net profit of ₹8.88 lakhs for Q1 FY27, down from ₹24.18 lakhs in the year-ago period. The company currently generates zero revenue from operations, with its total income of ₹1.27 crore coming entirely from 'Other Income'. The core investment thesis remains the pending merger with Hinduja Leyland Finance Limited (HLFL), which received shareholder approval on July 30, 2026, and is now awaiting final NCLT sanction. A dividend record date of September 15, 2026, has been established, contingent on AGM approval.
- Net profit for Q1 FY27 declined to ₹8.88 lakhs compared to ₹24.18 lakhs in Q1 FY26.
- Revenue from operations stood at ₹0 for the quarter, reflecting the company's current status as a shell entity awaiting merger completion.
- Shareholders approved the Scheme of Merger with Hinduja Leyland Finance Limited on July 30, 2026.
- Record date for the FY26 dividend is fixed for September 15, 2026, with the AGM scheduled for September 21, 2026.
- Total expenses for the quarter rose to ₹1.15 crore from ₹0.84 crore YoY, primarily driven by other expenses.
NDL Ventures shareholders have overwhelmingly approved the Scheme of Merger by Absorption of Hinduja Leyland Finance Limited (HLFL) in an NCLT-convened meeting held on July 30, 2026. The resolution passed with 99.9995% of votes in favor, marking a critical step in the company's transition from a media-focused entity to a full-scale NBFC. The merger, with an appointed date of April 01, 2026, is expected to pivot the company into the high-volume vehicle finance and credit products market. This structural change is vital as the company currently reports a TTM PAT of Rs -28 Cr and seeks a more sustainable business model.
- 99.9995% of total votes (63,49,888 shares) were cast in favor of the merger resolution.
- Only 30 votes were cast against the resolution out of a total 63,49,918 votes polled.
- The merger scheme sets an Appointed Date of April 01, 2026, for the absorption of HLFL.
- 138 public shareholders participated in the voting process, with 100% of their valid votes supporting the merger.
- The meeting was attended by 3 promoter group members and 62 public shareholders via video conferencing.
Shareholders of NDL Ventures approved the 'Merger by Absorption' of Hinduja Leyland Finance Limited (HLFL) during an NCLT-convened meeting on July 30, 2026. This merger is a critical step in the company's strategic pivot from media and real estate into a full-scale Non-Banking Financial Company (NBFC). The merger has a retrospective appointed date of April 01, 2026. Detailed voting results are expected to be released by August 03, 2026.
- Shareholders approved the merger with Hinduja Leyland Finance Limited (HLFL) on July 30, 2026
- The merger scheme sets a retrospective appointed date of April 01, 2026
- The meeting was convened following a specific NCLT order dated June 17, 2026
- Final voting results to be disclosed within 2 working days of the meeting
- Company's pivot to an NBFC model depends on this merger for 80-90% of projected growth
NDL Ventures Limited has submitted its quarterly compliance certificate under Regulation 74(5) of the SEBI (Depositories and Participants) Regulations, 2018. The filing, confirmed by its Registrar and Share Transfer Agent (RTA), KFin Technologies Limited, covers the quarter ended June 30, 2026. It confirms that share certificates received for dematerialization were processed, mutilated, and cancelled within the mandated 15-day period. This is a standard administrative filing required for all listed companies in India.
- Compliance confirmed for the quarter ended June 30, 2026
- Dematerialization requests processed within 15 days of receipt from Depository Participants
- Certificate issued by RTA KFin Technologies Limited on July 9, 2026
- Confirmation that mutilated share certificates were replaced by the depository as the registered owner
NDL Ventures has scheduled a court-convened meeting on July 30, 2026, to seek shareholder approval for the merger of Hinduja Leyland Finance Limited (HLFL) into the company. This follows a directive from the NCLT Mumbai Bench dated June 17, 2026. The merger is a critical strategic pivot intended to transform NDL Ventures from a media-focused entity into a full-scale NBFC. Shareholders as of the June 26, 2026 record date are eligible to participate in the e-voting process starting July 27, 2026.
- Court-convened meeting of equity shareholders scheduled for July 30, 2026, at 12:00 PM IST.
- Remote e-voting period set from July 27, 2026 (9:00 AM) to July 29, 2026 (5:00 PM).
- Cut-off date for determining shareholder eligibility for voting is July 23, 2026.
- The merger involves the absorption of Hinduja Leyland Finance Limited (HLFL) into NDL Ventures Limited.
- NCLT Mumbai Bench issued the order for this meeting on June 17, 2026.
NDL Ventures has scheduled an NCLT-directed meeting for its equity shareholders on July 30, 2026, to vote on the proposed merger with Hinduja Leyland Finance Limited (HLFL). This follows the NCLT Mumbai Bench order dated June 17, 2026. Notably, the company has settled all dues with its three unsecured creditors, receiving no-due certificates and thus cancelling the need for a separate creditors' meeting. This merger is the primary vehicle for NDL's transition from a media-focused entity into a full-scale NBFC.
- Equity shareholders meeting scheduled for July 30, 2026, via Video Conferencing.
- Settled dues for all 3 unsecured creditors, eliminating the requirement for a creditors' meeting.
- NCLT Mumbai Bench order for the merger process was passed on June 17, 2026.
- The merger involves the absorption of Hinduja Leyland Finance Limited (HLFL) into NDL Ventures.
- Company currently has a net worth of ₹59 Cr, which will be significantly altered post-merger.
NDL Ventures Limited has announced the closure of its trading window for all designated persons and their immediate relatives starting July 1, 2026. This action is a mandatory compliance step under SEBI (Prohibition of Insider Trading) Regulations, 2015, ahead of the first quarter financial results for the period ending June 30, 2026. The trading window will remain closed until 48 hours after the un-audited financial results are declared and made public. The specific date for the board meeting to approve these results will be communicated separately.
- Trading window closure effective from Wednesday, July 01, 2026.
- Closure is in relation to the un-audited financial results for the quarter ending June 30, 2026.
- Restriction applies to all Designated Persons and their Immediate Relatives as per the Company's Code of Conduct.
- The window will reopen 48 hours after the financial results become generally available information.
Financial Performance
Revenue Growth by Segment
Total income decreased by 16.24% YoY, falling from INR 5.90 Cr in FY 2023-24 to INR 4.94 Cr in FY 2024-25. The company operates in Real Estate and Financial Services segments, though specific revenue splits per segment were not detailed in the provided financials.
Geographic Revenue Split
Not specifically disclosed, but the company is headquartered in Mumbai, Maharashtra, and its primary operations and registered office are located in India.
Profitability Margins
Net Profit Margin for FY 2024-25 was 11.95% (INR 0.59 Cr profit on INR 4.94 Cr income). Profit after tax saw a significant decline from the previous year, though the exact prior year PAT was not explicitly listed in the summary table, the PBT dropped from INR 1.80 Cr to INR 1.04 Cr (a 42.22% decrease).
EBITDA Margin
EBITDA margin was 21.01% in FY 2024-25 (INR 1.04 Cr), representing a sharp decline from 30.52% in FY 2023-24 (INR 1.80 Cr).
Capital Expenditure
Not disclosed in available documents; however, the company maintains a net worth of INR 60.05 Cr as of March 31, 2025.
Credit Rating & Borrowing
Finance costs were reported as nil for both FY 2024-25 and FY 2023-24, indicating no active interest-bearing debt during the period.
Operational Drivers
Raw Materials
Not applicable as NDL Ventures is a service and investment-oriented entity focused on Real Estate and Financial Services.
Capacity Expansion
The company is undergoing a major structural expansion through the merger of Hinduja Leyland Finance Limited (HLFL) into NDL Ventures, which will pivot the company into a full-scale NBFC.
Raw Material Costs
Not applicable; total operating expenses were INR 3.90 Cr in FY 2024-25, a decrease of 4.77% from INR 4.10 Cr in FY 2023-24.
Strategic Growth
Growth Strategy
The core strategy is the 'Merger by Absorption' of Hinduja Leyland Finance Limited (HLFL). This will allow the company to transition into a Non-Banking Financial Company (NBFC) once the Certificate of Registration (CoR) is granted by the RBI post-merger, enabling a massive scale-up in financial service offerings.
Products & Services
Real estate development services and financial services. Post-merger, the company will provide vehicle finance and other NBFC-related credit products.
Brand Portfolio
NDL Ventures, Hinduja Group, NXTHUB (broadband brand mentioned in historical context).
New Products/Services
Launch of comprehensive NBFC financial products following the merger and receipt of the RBI Certificate of Registration.
Market Expansion
Expansion into the pan-India financial services market through the existing network of Hinduja Leyland Finance Limited.
Market Share & Ranking
The broadband division (NXTDIGITAL) was previously ranked among the top 4 private ISPs in India with over 1 million customers; current market ranking for the real estate/financial services entity is not provided.
Strategic Alliances
Merger agreement with Hinduja Leyland Finance Limited (Transferor Company).
External Factors
Industry Trends
The industry is shifting toward consolidated NBFC platforms with strong parentage; NDL Ventures is positioning itself within the Hinduja Group ecosystem to leverage this trend.
Competitive Landscape
Competes with established Indian NBFCs and diversified financial service providers.
Competitive Moat
The company's moat is derived from its association with the Hinduja Group, providing superior access to capital, regulatory expertise, and a pre-established customer base in the vehicle finance sector via HLFL.
Macro Economic Sensitivity
Highly sensitive to Indian interest rate environments and credit demand cycles, which will dictate the profitability of the post-merger NBFC business.
Consumer Behavior
Increasing demand for organized retail and commercial credit in India is driving the strategic shift toward financial services.
Geopolitical Risks
Low, as the business is focused on Indian domestic real estate and financial services.
Regulatory & Governance
Industry Regulations
Subject to RBI regulations for NBFCs, SEBI Listing Obligations, and NCLT approvals for the scheme of merger under Sections 230 to 232 of the Companies Act, 2013.
Environmental Compliance
Business Responsibility and Sustainability Report (BRSR) was not applicable as the company did not fall under the top 1000 listed entities by market capitalization.
Taxation Policy Impact
The effective tax rate for FY 2024-25 was 43.11%, with a total tax expense of INR 44.77 Lakh (INR 25.48 Lakh current tax and INR 19.29 Lakh deferred tax) on a PBT of INR 103.85 Lakh.
Legal Contingencies
The company reported no pending applications or proceedings under the Insolvency and Bankruptcy Code, 2016 during the financial year.
Risk Analysis
Key Uncertainties
The primary uncertainty is the timeline for the NCLT approval of the merger, which is a prerequisite for the RBI to grant the NBFC Certificate of Registration.
Geographic Concentration Risk
Concentrated in India, specifically the Mumbai region for its corporate and real estate operations.
Third Party Dependencies
High dependency on regulatory authorities (RBI, NCLT, SEBI) for the execution of its primary growth strategy.
Technology Obsolescence Risk
The company must invest in digital lending infrastructure to remain competitive against fintech-led NBFCs post-merger.
Credit & Counterparty Risk
Not disclosed for the current period; will be a major factor post-merger with the acquisition of the HLFL loan book.
