Shareholders meeting

July 31, 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: Voting Results of the Hon’ble NCLT Convened Meeting of Equity Shareholders held on July 30, 2026 Ref.: Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Pursuant to Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Voting Results of the agenda transacted at the Hon’ble NCLT Convened Meeting of Equity Shareholders of the Company held on Thursday, July 30, 2026 at 12:00 p.m. (IST) through Video Conferencing/Other Audio Visual Means along with the Scrutinizer’s Report dated July 30, 2026 are enclosed herewith. We wish to inform you that 1 (One) resolution proposed in the Notice of the Hon’ble NCLT Convened Meeting of Equity Shareholders has been duly approved and passed by the Members of the Company with the requisite majority. The voting results along with the Scrutinizer’s Report are available on the Company’s website at https://www.ndlventures.in/investors/corporate-restructure/ and on the website of National Securities Depository Limited at www.evoting.nsdl.com. Request you to kindly take the above on your records. Thanking you, Yours faithfully, For NDL Ventures Limited Sumati Sharma Company Secretary & Compliance Officer M. No. A51019 Encl.: As stated above NDL VENTURES LIMITED (FORMERLY KNOWN AS NXTDIGITAL LIMITED) Date of the AGM/EGM 30-07-2026 Total number of shareholders on record date 10369 No. of shareholders present in the meeting either in person or through proxy: Promoters and Promoter Group: 0 Public: 0 No. of Shareholders attended the meeting through Video Conferencing Promoters and Promoter Group: 3 Public: 62 Resolution No. 1 SPECIAL - To approve Scheme of Merger by Absorption of Hinduja Leyland Finance Limited (‘First Applicant Company’ or ‘Transferor Company’ or ‘HLFL’) with NDL Ventures Limited (formerly known as NXTDIGITAL Limited) (‘Second Applicant Company’ or ‘Transferee Company’ or ‘NDL’ or ‘Company’) and their respective Shareholders (‘Scheme’) providing for the merger of the Transferor Company into Transferee Company with effect from April 01, 2026 (‘Appointed Date’), as per the terms and conditions mentioned in the draft Scheme. Resolution required: (Ordinary/ Special) Whether promoter/ promoter group are interested in the agenda/resolution? Yes % of Votes Polled % of Votes in % of Votes on outstanding favour on votes against on votes No. of shares No. of votes shares No. of Votes – in No. of Votes – polled polled Category Mode of Voting held (1) polled (2) (3)=[(2)/(1)]* 100 favour (4) against (5) (6)=[(4)/(2)]*100 (7)=[(5)/(2)]*100 Votes Invalid Votes Abstained E-Voting 0 0.0000 0 0 0.0000 0.0000 0 0 Poll 0 0.0000 0 0 0.0000 0.0000 0 0 2,22,89,334 Postal Ballot (if Promoter and Promoter Group applicable) 0 0.0000 0 0 0.0000 0.0000 0 0 Total 0 0.0000 0 0 0.0000 0.0000 0 0 E-Voting 17,92,388 97.3960 17,92,388 0 100.0000 0.0000 0 0 Poll 0 0.0000 0 0 0.0000 0.0000 0 0 18,40,309 Postal Ballot (if Public- Institutions applicable) 0 0.0000 0 0 0.0000 0.0000 0 0 Total 17,92,388 97.396 17,92,388 0 100.0000 0.0000 0 0 E-Voting 45,51,618 47.7010 45,51,588 30 99.9993 0.0006 0 0 Poll 5,912 0.0620 5,912 0 100.0000 0.0000 0 0 95,41,978 Postal Ballot (if Public- Non Institutions applicable) 0 0.0000 0 0 0.0000 0.0000 0 0 Total 45,57,530 47.763 45,57,500 30 99.9993 0.0007 0 0 Total 3,36,71,621 63,49,918 18.8584 63,49,888 30 99.9995 0.0005 0 0 PRANAY D. VAIDYA & Co. PRACTICING COMPANY SECRETARIES Consolidated Scrutinizer’s Report [Pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014] The Chairperson appointed by Hon’ble NCLT, Mumbai for the meeting of the Equity Shareholders NDL Ventures Limited IN Centre, 49/50 MIDC 12th Road, Andheri (E), Mumbai, Maharashtra, India, 400093. Dear Sir, Sub: Consolidated Scrutinizer's Report on the results of voting by the Equity Shareholders of NDL Ventures Limited (Formerly known as NXTDIGITAL Limited) (*Company’) through remote e-voting process prior to and e-voting process during the meeting convened in accordance with the directions of the Hon'ble National Company Law Tribunal, Mumbai Bench (“Hon’ble NCLT") vide order dated June 17, 2026 in the Company Scheme Application No. C.A. (CAA)/07/MB/2026 in the matter of the Scheme of Merger by Absorption of Hinduja Leyland Finance Limited (‘Transferor Company’) with NDL Ventures Limited (‘Transferee Company’) and their respective Shareholders under sections 230 to 232 of the Companies Act, 2013. (“the Scheme”) held on Thursday, July 30, 2026 at 12:00 noon. Dear Sir, I, Pranay Vaidya, proprietor of Pranay D. Vaidya and Co. Practicing Company Secretaries (Membership No. A 40530), have been appointed by the Hon’ble NCLT vide its order dated June 17, 2026 (‘Order’) as a Scrutinizer for the purpose of scrutinizing the voting through remote e-voting and voting by electronic means in a fair and transparent manner, at the Meeting convened pursuant to the directions of Hon’ble NCLT, Mumbai, provisions of the Sections 230 to 232 of the Companies @ S 45, Second Floor, Sej Plaza, Marve Road, Off. S.V. Road, Malad West, Mumbai - 400064 € 9870197125 @ pranay@pdvandco.in PRANAY D. VAIDYA & Co. PRACTICING COMPANY SECRETARIES Act, 2013 ('Act') read with any other applicable provisions of the Act, along with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 read with the applicable general circulars issued by the Ministry of Corporate Affairs and Secretarial Standards on General Meetings as issued by the Institute of Company Secretaries of India ('SS-2'"), in each case including any statutory modifications(s), or re-enactment thereof, for the time being in force, on the resolution seeking approval of the Equity Shareholders of NDL Ventures Limited for the Scheme of Merger by Absorption of Hinduja Leyland Finance Limited (“Transferor Company”) into NDL Ventures Limited (“Transferee Company”) and their respective Shareholders ("Scheme”), in terms of the notice dated July 1, 2026, convening the said meeting. The Management of the Company is responsible to ensure compliance with the requirements of the relevant provisions of (i) The Companies Act, 2013 and the Rules made thereunder; (ii) The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and (iii) Secretarial Standard-2 on General Meetings issued by the Institute of Company secretaries of India, relating to the Remote e-voting / E-voting facility specified in the notice dated July 01, 2026. My responsibilities as a Scrutinizer are restricted to give a consolidated report on the Votes cast by the members for the resolutions (Business) contained in the Notice dated July 01, 2026 through remote e-voting and voting by electronic means at the Meeting. Accordingly, I submit my report as under: 1. The Company had appointed National Securities Depository Limited (NSDL) as the Agency for providing its members the facility to exercise their right to vote on the resolution proposed to be considered at the Meeting by electronic means (by using the electronic voting system) (i) remote e-voting prior to the Meeting; (ii) e-voting during the Meeting. The Company had also provided e-voting facility to the Equity Shareholders present at the Meeting who had pet cast their votes through remote e-voting prior to the MeetM § S 45, Second Floor, Sej Plaza, Marve Road, Off. S.V. Road, Malad West, Mumbai - 400064 (v ¢ 25 @ pranay@pdvandco.in PRANAY D. VAIDYA & Co. PRACTICING COMPANY SECRETARIES 2.In terms of Gener [Showing first 8,000 characters — download PDF for full document]