Shareholders meeting

August 29, 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: Notice of the Forty-First (41st) Annual General Meeting and Annual Report for the financial year 2025-26. Ref: Regulation 34 and other applicable regulations of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. Pursuant to Regulation 34 and other applicable regulations of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, please find enclosed herewith Annual Report for the financial year 2025-26 of NDL Ventures Limited (“the Company”) and Notice convening Forty- First (41st) Annual General Meeting to be held on Monday, September 21, 2026 through Video Conferencing/Other Audio Visual Means. The Annual Report for the financial year 2025-26 alongwith the Notice convening 41st Annual General Meeting are being sent to all the Shareholders of the Company whose email addresses are registered with the Company/ Company’s Registrar & Transfer Agent - Kfin Technologies Limited / respective Depository Participant(s)/Depositories. Physical copies of the Annual Report for FY 2025-26 will be provided to the shareholders on their request. The said Annual Report and Notice are available on Company’s website at: AGM Notice https://www.ndlventures.in/investors/annual-general- meeting/ Annual Report 2025-26 https://www.ndlventures.in/investors/annual-reports/ Kindly take the above on record. Thanking You, For NDL VENTURES LIMITED Sumati Sharma Company Secretary M.No. A51019 Encl: As stated above NDL Ventures Limited | Notice AGM 2025-2026 NDL Ventures Limited Corporate Identity Number (CIN): L65100MH1985PLC036896 Registered Office: IN CENTRE, 49/50 MIDC, 12th Road, Andheri (E) Mumbai- 400093 Tel: (+91 22) 2820 8585; Website: : www.ndlventures.in Email: investors@ndlventures.in NOTICE OF ANNUAL GENERAL MEETING NOTICE is hereby given that the Forty-first (41st) Annual General Meeting of the Members of NDL Ventures Limited (“the Company”) will be held on Monday, September 21, 2026, at 3.30 p.m. (IST) through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”), to transact the following business: ORDINARY BUSINESS: India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“the SEBI 1. Adoption of Audited Financial Statements Listing Regulations”), read with Section 188 of the Companies Act, 2013 (“the Act”), the To receive, consider and adopt the Audited rules made thereunder (including any other Financial Statements of the Company for the applicable provisions or statutory modifications financial year ended March 31, 2026, together or re-enactment thereof for the time being in with the Report of the Board of Directors and force), the Company’s Policy on Materiality of the Auditors thereon including notes annexed and Dealing with Related Party Transactions thereto. and in accordance with the approval of the Audit Committee and recommendation of the 2. Declaration of Dividend Board, the approval of the Members be and is hereby accorded to the Board of Directors To declare a dividend of Re.0.50/- per equity of the Company (hereinafter referred to as the share of the face value of Rs 10/- per share “Board”, which term shall be deemed to include (5%) for the financial year ended March 31, any Committee constituted / empowered / to be 2026. constituted by the Board from time to time to exercise its powers conferred by this resolution) 3. Appointment of Director liable to retire by to enter into, contract(s)/ arrangement(s) rotation / transaction(s) for sale of land situated at To appoint Director in place of Mr. Sudhanshu Bengaluru in the State of Karnataka, held as Kumar Tripathi (DIN: 06431686), who retires inventory in the books of accounts (whether by by rotation, and being eligible, seeks re- way of an individual transaction or transactions appointment and in this regard, to consider, and, taken together or series of transactions or if thought fit, to pass the following resolution as otherwise) as mentioned in the explanatory an Ordinary Resolution: statement, with Hinduja Realty Ventures Limited (‘HRVL’), forming part of the one of the Promoter “RESOLVED THAT pursuant to the provisions Group of the Company and accordingly, a of Section 152 of the Companies Act, 2013, Mr. related party under Regulation 2(1)(zb) of the Sudhanshu Kumar Tripathi (DIN: 06431686), SEBI Listing Regulations, on such terms and who retires by rotation at this Annual General conditions as may be agreed between the Meeting of the Company and being eligible, Company and HRVL, for an aggregate value up offered himself for re-appointment, be and is to ` 250 Crores (Rupees Two Hundred and Fifty hereby re-appointed as a Director who is liable Crores only), to be entered during the period to retire by rotation”. from the conclusion of ensuing Annual General Meeting i.e. September 21, 2026 till the date SPECIAL BUSINESS: of next Annual General Meeting to be held in Financial Year 2027-28, and such contract(s)/ 4. Approval of Material Related Party arrangement(s)/ transaction(s) being carried Transaction(s) with Hinduja Realty Ventures out on arm’s length basis and in the ordinary Limited course of business of the Company. To consider, and if thought fit, to pass the RESOLVED FURTHER THAT the Board be following resolution as an Ordinary Resolution: and is hereby authorised to do and perform all such acts, deeds, matters and things, as may “RESOLVED THAT pursuant to Regulation be necessary, including finalising the terms 23(4) and other applicable Regulations and conditions, methods and modes in respect of the Securities and Exchange Board of thereof and finalising and executing necessary www.ndlventures.in 1 NDL Ventures Limited | Notice AGM 2025-2026 documents, including contract(s), scheme(s), powers conferred by this resolution) to enter agreement(s) and such other documents, into, contract(s)/ arrangement(s)/ transaction(s) file applications and make representations in (whether by way of an individual transaction respect thereof and seek approval from relevant or transactions taken together or series of authorities, including Governmental / regulatory transactions or otherwise) as mentioned in the authorities, as applicable, in this regard and explanatory statement with IndusInd Media deal with any matters, take necessary steps as & Communications Limited (‘IMCL’), an entity the Board may, in its absolute discretion deem under common control with the Company and necessary, desirable or expedient, to give effect accordingly a related party under Regulation to this resolution and to settle any question 2(1)(zb) of the SEBI Listing Regulations, on that may arise in this regard and incidental such terms and conditions as may be agreed thereto, without being required to seek any between the Company and IMCL, for an further consent or approval of the Members aggregate value up to ` 30 Crores (Rupees or otherwise to the end and intent that the Thirty Crores only), to be entered during the Members shall be deemed to have given their period from the conclusion of ensuing Annual approval thereto expressly by the authority of General Meeting i.e. September 21, 2026 till the this resolution. date of next Annual General Meeting to be held in Financial Year 2027-28, and such contract(s)/ RESOLVED FURTHER THAT the Board, arrangement(s)/ transaction(s) being carried be and is hereby authorised to delegate all out on arm’s length basis and in the ordinary or any of the powers herein conferred, to course of business of the Company. any Director(s) or Chief Financial Officer or Company Secretary or any other Officer(s) or RESOLVED FURTHER THAT the Board be Authorised Representative(s) of the Company, and is hereby authorise [Showing first 8,000 characters — download PDF for full document]