Ashok Leyland's NDL Ventures merger of HLFL sanctioned by NCLT
- Mergers & acquisitions
- Commercial vehicles
Reviewed byRachit TripathiBlacklitt Research
Ashok Leyland (NSE: ASHOKLEY) said in a filing on 05 Nov 2026 that the National Company Law Tribunal, Mumbai Bench, sanctioned on 03 Nov 2026 the merger by absorption of Hinduja Leyland Finance Limited (HLFL), a material subsidiary, into NDL Ventures Limited. HLFL will be dissolved without winding up once the scheme takes effect.
The scheme and the share exchange
Under the scheme, 25 equity shares of face value ₹10 each of NDL Ventures will be issued for every 10 equity shares of face value ₹10 each held in HLFL. The company's shareholding is diluted from 61.12% in HLFL to 59.64% in NDL Ventures, and NDL Ventures becomes the material listed subsidiary of the company.
The scheme has an appointed date of 01 Apr 2026, and the boards of both companies approved it on 25 Nov 2025. The stated objective is a stronger listed financial services platform, operational synergies and efficiencies, and enhanced stakeholder value. The filing says no specific benefit is proposed to accrue to the promoter, promoter group or group companies.
Approvals and conditions
Equity shareholders of HLFL approved the scheme with 100% in value and number of those present and voting, and NDL shareholders approved it with 99.99% in value and 97.87% in number, at meetings held on 30 Jul 2026. The Regional Director, Western Region, reported no objection. The Official Liquidator said the affairs of HLFL had not been conducted in a manner prejudicial to creditors or the public interest, subject to observations.
The Income Tax Department may examine any tax payable from the scheme, and the Tribunal says tax authorities may act if it results in tax avoidance. The scheme becomes effective on filing the certified copy of the NCLT order with the Registrar of Companies and completing other formalities. The petitioners must file the order and scheme in E-Form INC-28 within 30 days of receipt of the order.
What the NDL Ventures merger means for Ashok Leyland's shareholders
The company's stake in the listed financial services business moves from HLFL to NDL Ventures, and its holding in that entity falls to 59.64%. Ashok Leyland's market value and its results are not affected by the filing in any stated figure. The filing does not say when the scheme will take effect, what tax the scheme will create for the company, or what the merger does to the company's consolidated results.
The next dated step is the filing of the certified NCLT order with the Registrar of Companies, followed by the E-Form INC-28 within 30 days of receipt of the order.
At a glance
| Item | Detail |
|---|---|
| Transferor | Hinduja Leyland Finance Limited (HLFL) |
| Transferee | NDL Ventures Limited |
| NCLT order date | 03 Nov 2026 |
| Share exchange ratio | 25 equity shares for every 10 held in HLFL |
| Company holding | 61.12% in HLFL to 59.64% in NDL Ventures |
| Appointed date | 01 Apr 2026 |
Filed with BSE on . Reference: Original filing (PDF)
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