Updates on Scheme of Arrangement - Hinduja Leyland Finance Limited

November 5, 2026 National Stock Exchange of India Ltd. BSE Limited Exchange Plaza Phiroze Jeejeebhoy Towers C-1, Block G, Bandra Kurla Complex Dalal Street Bandra (E), Mumbai - 400 051 Mumbai - 400 001 Scrip Code: ASHOKLEY Stock Symbol: 500477 Through: NEAPS Through: BSE Listing Centre Dear Sir/Madam, Sub: Regulation 30 (Disclosure of events or information) – Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 Ref: Intimations dated March 16, 2022, August 17, 2022, November 25, 2022, August 11, 2025, November 26, 2025, February 19, 2026, May 20, 2026 and August 3, 2026 Further to our intimations on the subject, we write to inform you that the National Company Law Tribunal, Mumbai Bench, vide its Order dated November 3, 2026 has sanctioned the Scheme of Arrangement (“the Scheme”) by Absorption of M/s. Hinduja Leyland Finance Limited (“HLFL” or the “Transferor Company”), a Material Subsidiary of the Company, into NDL Ventures Limited (“NDL” or the “Transferee Company), under Section 230 to 232 and other applicable provisions of the Companies Act, 2013. Upon the Scheme becoming effective, HLFL shall stand dissolved without winding up and shall cease to be a material subsidiary of the Company and consequently NDL shall become the material listed subsidiary of the Company. In this regard, we are enclosing a copy of the disclosure made by HLFL, which is self-explanatory. Further, the details as per the SEBI master circular for compliance with provisions of the SEBI Listing Regulations by listed entities bearing circular number SEBI/HO/49/14/14(7)2025- CFDPOD2/I/3762/2026 dated January 30, 2026, in Annexure A and B is attached herewith. We request you to take the above on record. Yours faithfully, for ASHOK LEYLAND LIMITED N Ramanathan Company Secretary Annexure-A - Acquisition of Subsidiary due to Scheme of Arrangement S. Particulars Details 1. Name of the target entity, details in NDL Ventures Limited (“NDL”) is a listed public brief such as size, turnover etc company incorporated in India and engaged in financial services activities. Turnover for the FY 2025-26: ₹ 489.37 Lakhs 2. Whether the acquisition would fall Though Hinduja Leyland Finance Limited (“HLFL”) is a within related party transaction(s) material subsidiary of the Company, the scheme of and whether the promoter/ merger of HLFL into NDL does not fall within the promoter group/ group companies Related Party Transaction(s). have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at “arm’s length” 3. Industry to which the entity being Non-banking financial sector acquired belongs 4. Objects and impact of acquisition The Scheme is intended to create a stronger listed (including but not limited to, financial services platform, achieving operational disclosure of reasons for acquisition synergies and efficiencies and enhancing stakeholder of target entity, if its business is value. outside the main line of business of the listed entity) 5. Brief details of any governmental or The Scheme has been sanctioned by the National regulatory approvals required for Company Law Tribunal, Mumbai Bench vide order the acquisition dated November 3, 2026. 6. Indicative time period for The Scheme shall become effective upon filing of the completion of the acquisition certified copy of the NCLT order with the Registrar of Companies and completion of other formalities prescribed under the Scheme. 7. Consideration - whether cash Pursuant to the scheme 25 equity shares of the face consideration or share swap or any value ₹ 10 each of NDL shall be issued and allotted other form and details of the same for every 10 equity shares of the face value of ₹ 10 each held in HLFL. (“Share Exchange Ratio”) 8. Cost of acquisition and/or the price Not applicable. The transaction is being at which the shares are acquired implemented pursuant to the scheme of merger of HLFL into NDL sanctioned by NCLT and consideration is by way of issuance of equity shares of NDL in accordance with the approved share exchange ratio. 9. Percentage of shareholding / control 59.64% acquired and / or number of shares acquired 10. Brief background about the entity NDL is a listed public company incorporated on July acquired in terms of products/line of 18, 1985. The company was formerly known as business acquired, date of NXTDIGITAL Limited and was renamed as NDL incorporation, history of last 3 years Ventures Limited in April 2023. The company has turnover, country in which the amended its objects to undertake financial services acquired entity has presence and activities and is listed on the BSE Limited and the National Stock Exchange of India Limited. S. Particulars Details any other significant information (in Last three year’s turnover details of NDL: brief) ₹ In Lakhs FY 2025-26 489.37 FY 2024-25 494.31 FY 2023-24 590.15 Annexure-B – Cessation of Subsidiary due to Scheme of Arrangement S. No. Particulars Details 1. Details and reasons for restructuring The Scheme provides for the merger of HLFL into NDL with the objective of creating a stronger listed financial services platform, achieving operational synergies and efficiencies and enhancing stakeholder value. 2. Quantitative and/ or qualitative effect of Upon the Scheme becoming effective, HLFL shall restructuring stand dissolved without winding up and shall cease to be a material subsidiary of the Company. Consequent thereto, NDL shall become the material listed subsidiary of the Company. As a result of the merger and the issuance of shares by NDL pursuant to the approved share exchange ratio, the Company's shareholding shall stand diluted from 61.12% in HLFL to 59.64% in NDL. 3. Details of benefit, if any, to the promoter No specific benefit is proposed to accrue to the /promoter group/group companies from promoter, promoter group or group companies. such proposed restructuring 4. Brief details of change in shareholding Pursuant to the Scheme, equity shares of NDL shall pattern (if any) of all entities be issued to the shareholders of HLFL in accordance with the approved share exchange ratio of 25 equity shares of NDL for every 10 equity shares held in HLFL. Upon the Scheme becoming effective, HLFL shall stand dissolved without winding up. Consequently, Ashok Leyland's shareholding shall stand diluted from 61.12% in HLFL to 59.64% in NDL and NDL shall become the material listed subsidiary of the Company. 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, INTO NDL VENTURES LIMITED 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 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 Petitioner Company No. 1/Transferor Company ) into NDL VENTURES LIMITED (hereinafter Petitioner Company No. 2/Transferee Company [Petitioner Company No. 1/Transferor Company and Petitioner Company No. 2/Transferee Company are collectively referred as and their respective shareholders and IN THE NATION [Showing first 8,000 characters — download PDF for full document]