Shareholders meeting

Date: July 30, 2026 To To BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Dalal Street, Exchange Plaza, Bandra-Kurla Complex, 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, Subject: Proceedings of the Hon’ble National Company Law Tribunal (“NCLT”) convened meeting of the Equity Shareholders of NDL Ventures Limited (‘Company’) held on Thursday, July 30, 2026 Pursuant to Regulation 30 read with Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements), 2015 and with reference to our intimation dated July 01, 2026, we hereby wish to inform you that the Hon’ble NCLT convened meeting of the Equity Shareholders of the company was held on Thursday, July 30, 2026 at 12:00 pm (noon) through Video Conferencing (‘VC) (‘Meeting’) deemed venue of the Meeting was the registered office of the Company. Please find enclosed herewith the proceedings of the NCLT Convened Meeting of the Equity Shareholders in accordance with in accordance with Regulation 30 read with Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements), 2015. Please note that the result of the e-voting as well as remote e-voting will be intimated to you separately upon receipt of Report from Scrutinizer within 2 (two) working days from the conclusion of the NCLT Convened Meeting of the Equity Shareholders’ of the Company. We request you to kindly take the same on record. Yours faithfully, NDL Ventures Limited Sumati Sharma Company Secretary & Compliance Officer M. No. – A51019 Encl.: As above Summary of Proceedings of the Meeting of the Equity Shareholders of NDL Ventures Limited (‘Company’) held pursuant to the directions, of the Hon’ble National Company Law Tribunal, Mumbai Bench (‘Hon’ble NCLT’), on Thursday, July 30, 2026 at 12:00 p.m. (noon) IST A.Day, date, time and venue of the NCLT Convened Meeting: The Meeting of the Equity Shareholders of the Company convened pursuant to the directions of the Hon’ble NCLT was held today, i.e., Thursday, July 30, 2026 at 12:00 p.m. (noon) (IST) through video conferencing/other audio-visual means(‘VC/OAVM’) (‘Meeting’). The Meeting was conducted in compliance with the provisions of the Companies Act, 2013 (‘Act’), read with the applicable general circulars issued by the Ministry of Corporate Affairs for holding general meetings through VC/OAVM, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), other applicable SEBI Circulars and Secretarial Standard on General Meetings as issued by the Institute of Company Secretaries of India (‘SS-2’). B. Proceedings in brief: Dr. Devi Prasad Semwal, IRS (Retd), was appointed as the Chairman by the Hon’ble Tribunal, to preside over the meeting. Dr. Devi Prasad Semwal informed the equity shareholders that the Meeting was convened pursuant to the order of the Hon’ble NCLT dated June 17, 2026 in the matter of the Scheme of Merger by Absorption of Hinduja Leyland Finance Limited with NDL Ventures Limited (formerly known as NXTDIGITAL Limited) and their respective Shareholders. The requisite quorum being present, Dr. Devi Prasad Semwal, Chairperson called the Meeting to order. Along with Dr. Devi Prasad Semwal, Chairperson, Mr. Pranay Vaidya, Scrutinizer, Mr. Sudhanshu Kumar Tripathi, Non-Executive Director & Chairman of the Board, Mr. Munesh Khanna, Independent Director and Chairman of Audit Committee, Risk Management Committee, Nomination & Remuneration Committee, Mr. Debabrata Sarkar, Independent Director, Ms. Vandana Jaisingh, Independent Director and Chairperson of Stakeholder Relationship and Share Transfer Committee, Mr. Sachin Pillai, Non-Executive Director of the Company and Mr. Amar Chintopanth, Whole-time Director & Chief Financial Officer, Ms. Sumati Sharma, Company Secretary and Mr. Ankush Goyal, representative of M/s. S K Patodia & Associates LLP, Statutory Auditors of the Company, Ms. Rupal Jhaveri, Secretarial Auditor of the Company, and the representatives of M/s. Crawford Bayley & Co. Advocates & Solicitors, attended the Meeting. Dr. Devi Prasad Semwal, Chairperson welcomed the Shareholders to the Meeting and provided them with the necessary details relating to their participation in the Meeting through VC/OAVM. He informed that the Company had provided its Shareholders with the facility to cast their votes prior to the Meeting, through remote e-voting electronically, using the facility provided by National Securities Depository Limited (NSDL). The remote e-voting commenced on Monday, July 27, 2026 at 9:00 a.m. (IST) and concluded on Wednesday, July 29, 2026 at 5:00 p.m. (IST). He further informed that the e-voting facility was also made available during the Meeting for the benefit of Shareholders who were present during the Meeting who had not cast their votes earlier through remote e-voting. He further informed that Mr. Pranay Vaidya, Company Secretary, Certificate of Practice No. 24339 and Membership No. ACS – 40530 was appointed as the Scrutinizer by the Hon’ble NCLT to scrutinize the votes cast by remote e-voting prior to the Meeting as well as e-voting during the Meeting, in a fair and transparent manner was also present at the Meeting All the Directors of the Company were present at the Meeting through VC/OAVM from their respective locations were introduced to the Shareholders. The Chairman informed that (a) Notice of the Meeting, (b) Explanatory Statement under Section 102 read with Section 230 to Section 232 of the Companies Act, 2013, the rules framed thereunder, SEBI Listing Regulations, Secretarial Standards and other applicable SEBI Circulars, (c) the Scheme of Merger by Absorption and (d) other relevant documents in connection with the said Scheme and as referred to in the Notice had been dispatched to the Shareholders on July 01, 2026 through electronic means via e-mail to those shareholders whose e-mail addresses were registered with the Company /Depository Participant(s)/Depositories and Registrar and Transfer Agent of the Company as on June 26, 2026. In addition, the publication of the advertisements containing the details of the Meeting, sending of the Notice to the Meeting and details on e-voting were duly published in newspapers, ‘Financial Express’ in English language and ‘Loksatta’ in Marathi language on July 02, 2026 in accordance with the directions of the Hon’ble NCLT. Since there was no requirement of physical attendance of Shareholders, the Chairman informed the Shareholders that the requirement of appointing proxies was not applicable. Further, it was informed to the Shareholders that the documents that were referred to in the Notice were available for inspection in electronic mode upto the date of the Meeting and was also available electronically for inspection during the Meeting for the Shareholders on request, as well as made available on the website of the Company at www.ndlventures.in With the consent of the Shareholders, the Notice convening the Meeting was taken as read. The Chairman then briefed the Shareholders regarding the salient features, synergies, need, rationale and benefits of Scheme of Merger by Absorption. The Chairman then invited the equity shareholders who had registered as speakers to express their views, ask questions and seek clarifications on the Scheme, which were responded by the Company. The Chairman then authorised the Management of the Company to respond to the questions / clarifications sought by the equity shareholders. However, the equity shareholders expressed their appreciation for the Company and the speaker equity shareholders had a few queries regarding the Scheme of Merger which was satisfactorily addressed by the management of the Company. The following resolution set out in the Notice convening the Meeting was put up to the Shareholders f [Showing first 8,000 characters — download PDF for full document]