BSE approves Hinduja Leyland Finance and NDL ventures merger

Hinduja Leyland Finance Limited (HLFL) has received a no-objection letter from BSE Limited for its proposed merger with NDL Ventures Limited. This regulatory clearance marks a significant step forward in the merger process between HLFL and NDL Ventures, formerly known as NXTDIGITAL Limited.

Key Highlights

• BSE issued no-objection letter for HLFL and NDL Ventures merger on May 18, 2026.
• SEBI provided additional comments and both regulators set conditions to protect public shareholders
• HLFL reported first positive operating cash flow in Q4FY26 and expects 40000 to 45000 new orders in Q1FY27
• The board recommended final dividend of Rs 270 per share for FY26

Regulatory Approvals and Timeline

BSE issued the No-Objection / No Adverse Observation Letter on May 18, 2026. Ashok Leyland Limited, the parent company of HLFL, disclosed this development to the stock exchanges. HLFL is a material subsidiary of Ashok Leyland. The merger scheme, which involves HLFL being absorbed into NDL Ventures, falls under Sections 230 to 232 of the Companies Act, 2013.

The merger proposal has been under consideration since at least November 2025, when HLFL's board of directors approved the scheme. Ashok Leyland has provided regular updates to the stock exchanges about the merger since March 2022. The BSE's clearance allows the companies to file the scheme with the National Company Law Tribunal (NCLT). The observation letter is valid for six months from the date of issue, requiring submission to the NCLT within this period.

Conditions and Additional Regulatory Comments

SEBI provided its comments on the draft merger scheme on May 18, 2026, the same day BSE issued its letter. Both BSE and SEBI have attached detailed conditions to their approvals. These conditions are designed to safeguard the interests of public shareholders during the merger process.

The merger aims to streamline operations and improve efficiency for both HLFL and NDL Ventures. The companies must adhere to all regulatory requirements as they proceed with the next steps. The scheme's approval by NCLT is the next major milestone in the process.

Additional Corporate Updates

HLFL reported that the fourth quarter of FY26 was its first quarter with positive operating cash flow. The company expects new orders of 40,000 to 45,000 units in the first quarter of FY27. The board has also recommended a final dividend of Rs 270 per share for FY26.

The merger and these financial updates reflect ongoing changes within the group. Ashok Leyland continues to update stakeholders about the progress and regulatory developments related to the merger.

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CarBike 360 Says

With BSE’s approval now in place, the merger between Hinduja Leyland Finance and NDL Ventures moves closer to completion, signaling a strategic shift toward consolidation and efficiency. The development is expected to strengthen the group’s financial services footprint while unlocking long-term value. All eyes will now be on regulatory clearances and execution as the transition unfolds.