The Exchange and Investors are hereby informed that Company had received final order copy from Hon'ble NCLT in the matters of Merger by Absorption of Hinduja Leyland Finance Limited into NDL Ventures Limited we are enclosing the copy order along with intimation in compliance with Regulation 30 of SEBI LODR Regulations,2015

November 04, 2026 To To BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Bandra-Kurla Complex, Dalal Street, Mumbai-400 001. Bandra (East), Mumbai-400 051. Company Scrip Code: 500189 Company Script Code: NDLVENTURE Through: BSE Listing Centre Through: NEAPS Dear Sir/Madam, Sub: Intimation under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Receipt of Final Order from the Hon'ble National Company Law Tribunal (NCLT) in the matter of Merger by Absorption of Hinduja Leyland Finance Limited into NDL Ventures Limited. Ref: Application under Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”) for the Scheme of Merger by Absorption of Hinduja Leyland Finance Limited (“Transferor Company”) into NDL Ventures Limited (formerly known as NXTDIGITAL Limited) (“Transferee Company”) and their respective shareholders under Sections 230 to 232 of the Companies Act, 2013 (“Scheme”). In furtherance to our earlier letter dated September 18, 2026 and pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), we wish to inform you that the Hon’ble National Company Law Tribunal, Mumbai (“NCLT”) has, vide its order dated November 03, 2026 (uploaded on the NCLT website on November 03, 2026) (“Order”) has approved the Scheme of Merger by Absorption of Hinduja Leyland Finance Limited (“Transferor Company”) into NDL Ventures Limited (formerly known as NXTDIGITAL Limited) (“Transferee Company”) and their respective shareholders under Sections 230 to 232 of the Companies Act, 2013 (“Scheme”). The Hon'ble NCLT has approved the Scheme, subject to the terms and conditions specified in the said order. A copy of the aforesaid Order as downloaded from the NCLT’s website, is enclosed. The certified copy of the NCLT Order is awaited. Kindly take the above on record. Thanking You, Yours faithfully, For NDL Ventures Limited Sumati Sharma Company Secretary & Compliance Officer M.No. A51019 IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-I C.P. (CAA) NO. 120/MB/2026 C.A. (CAA) NO. 107/MB/2026 In the matter of the Companies Act, 2013; In the matter of Section 230-232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamation) Rules, 2016; In the matter of Scheme of Merger by Absorption of HINDUJA LEYLAND FINANCE LIMITED, (“Petitioner Company No. 1/Transferor Company”) INTO NDL VENTURES LIMITED (“Petitioner Company No. 2/Transferee Company”); IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-I CP (CAA) NO. 120/MB/2026 in CA (CAA) NO. 107/MB/2026 HINDUJA LEYLAND FINANCE LIMITED (CIN: U65993MH2008PLC384221) …Petitioner Company No. 1/Transferor Company Into NDL VENTURES LIMITED (CIN: L65100MH1985PLC036896) … Petitioner Company No. 2/Transferee Company Order pronounced on 03.11.2026 Coram : Shri Prabhat Kumar Shri Sushil Mahadeorao Kochey Hon’ble Member (Technical) Hon’ble Member (Judicial) Appearances: For the Petitioner Companies : Adv. Senior Counsel Gaurav Joshi, Adv. Shamal Tambade i/b M/s. Crawford Bayley & Co. For Regional Director : Mr. Altap Shaikh ICLS, Assistant Director ORDER The present Company Scheme Petition has been filed in the matter of the Scheme of Amalgamation between HINDUJA LEYLAND FINANCE LIMITED (hereinafter referred to as “Petitioner Company No. 1/Transferor Company”) into NDL VENTURES LIMITED (hereinafter referred to as the “Petitioner Company No. 2/Transferee Company”) [Petitioner Company No. 1/Transferor Company and Petitioner Company No. 2/Transferee Company are collectively referred as “Petitioner Companies”] and their respective shareholders and 2 | Page IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-I CP (CAA) NO. 120/MB/2026 in CA (CAA) NO. 107/MB/2026 creditors (hereinafter referred to as “Scheme”) under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. 1. Petitioner Company No. 1/Transferor Company bearing CIN: U65993MH2008PLC384221, was incorporated on 12.11.2008 under the provisions of the Companies Act, 1956, having its registered office at Plot No. C-21, Tower C (1-3 Floors), G Block, Bandra Kurla Complex, Bandra (East), Mumbai - 400051. 2. Petitioner Company No. 2/Transferee Company bearing CIN: L65100MH1985PLC036896, was incorporated on 18.07.1985 under the provisions of the Companies Act, 1956, having its registered office address at IN Centre, 49/50, MIDC, 12th Road, Andheri (East), Mumbai - 400093. 3. The registered offices of the Petitioner Companies are located in Mumbai, Maharashtra, and fall within the territorial jurisdiction of the Tribunal. 4. The Board of Directors of the Transferor and Transferee Companies, in their respective meetings held on 25.11.2025, have approved the Scheme. The Appointed Date fixed under the Scheme is 01.04.2026. 5. The Rationale for the proposed Scheme is as under: “Considering the growth potential in the Non-banking finance sector and with an objective of creating shareholder value, the Transferee Company intends to engage in the business of a Non-Banking Finance Company (NBFC) and accordingly has amended its Memorandum of Association to reflect the same. The Transferee Company believes that the proposed merger by absorption of the Transferor company which is a leading NBFC will give the shareholders of the 3 | Page IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-I CP (CAA) NO. 120/MB/2026 in CA (CAA) NO. 107/MB/2026 Transferee Company and opportunity to participate in the growing NBFC sector and thereby enhance value. The Transferor company being a successful NBFC, will need growth capital to accelerate growth and believes that merging with the Transferor company will increase the avenues for raising growth capital both from public and interested investors thereby resulting in value enhancement for its shareholders. The proposed corporate restructuring mechanism by way of a scheme of merger by absorption is beneficial, advantageous and not prejudicial to the interest of the shareholders, creditors and other stakeholders. The proposed merger of Transferor Company into Transferee Company is in consonance with the global corporate restructuring practices which intends and seeks to achieve flexibility and integration of size, scale and financial strength. Therefore, the management and board of Directors of the Transferor Company and the Transferee Company believe that this scheme shall benefit the respective companies and other stakeholders of respective companies through value creation, inter-alia, on account of the following reasons: (a) Enable the Transferee Company to grow by providing significant impetus to its growth in the NBFC sector; (b) Greater efficiency in capital raising by the merged entity, and unfettered access to both cash flow generated by the business and external capital raising which can be deployed more efficiently to fund growth opportunities; (c) Avoidance of duplication of administrative functions, reduction in multiplicity of legal and regulatory compliances and cost; 4 | Page IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-I CP (CAA) NO. 120/MB/2026 in CA (CAA) NO. 107/MB/2026 (d) Integrated operational strategies, inter-transfer of resources/ costs will result in optimum utilization of assets; (e) Merger will result in increase in net worth of Transferee Company thereby enhancing its financial strength; (f) Merger shall result in efficient and focused management control and system and higher level of corporate governance as required by listed entity. There is no adverse effect of Scheme on the directors, key managerial personnel, shareholders, creditors, other security holders and employees of Transferor Company and Trans [Showing first 8,000 characters — download PDF for full document]