Reverse-Listing a Giant: The Absorption of Hinduja Leyland Finance by NDL Ventures

“The merger allows HLFL to bypass the traditional IPO route, gaining instant access to public equity for future QIPs, rights issues, and follow-on offerings”

- Haresh Shah

The Scheme of Merger by Absorption provides for the merger of Hinduja Leyland Finance Limited into NDL Ventures Limited pursuant to Sections 230 to 232 of the Companies Act, 2013. The scheme was approved by the respective Boards on 25 November 2025, with an Appointed Date of 1 April 2026.

Hinduja Leyland Finance Limited (HLFL) - The Transferor Company

Hinduja Leyland Finance Limited (HLFL or Transferor Company) was incorporated on 12 November 2008 under the Companies Act, 1956 in the state of Tamil Nadu. Its registered office is at Plot No. C-21, Tower C (1-3 Floors), G Block, Bandra Kurla Complex, Bandra East, Mumbai – 400051. HLFL was initially registered as a Systemically Important Non-Deposit Accepting Non-Banking Finance Company (NBFC-ND-SI) and was subsequently granted NBFC-Asset Finance Company (NBFC-AFC) status by the Reserve Bank of India (RBI) on 12 May 2014. The company is a subsidiary of Ashok Leyland Limited (ALL), which in turn is part of the broader Hinduja Group.

HLFL is primarily engaged in commercial vehicle financing and housing finance businesses. Its housing finance operations are carried out through a wholly-owned subsidiary, Hinduja Housing Finance Limited (HHFL). In addition, HLFL has nascent-stage operations in ancillary businesses, including:

→ Gro Digital Logistics Limited — a transportation logistics services platform

→ Gaadi Mandi Digital Platforms Limited — an e-commerce platform for sale and purchase of repossessed vehicles

→ HLF Services Limited (HSL) — an associate company (~45.9% effective stake) engaged in manpower and support services