BSE Limited has issued a No-Objection / No Adverse Observation Letter for the proposed merger of Hinduja Leyland Finance Limited (HLFL) into NDL Ventures Limited, formerly known as NXTDIGITAL Limited, clearing a key regulatory hurdle for the deal. The letter, dated May 18, 2026, was disclosed to the stock exchanges today by Ashok Leyland Limited, of which HLFL is a material subsidiary.
The proposed Scheme of Merger by Absorption involves HLFL — the transferor company — being absorbed into NDL Ventures Limited, the transferee company, under Sections 230 to 232 of the Companies Act, 2013. The merger scheme has been in the works since at least November 2025, when HLFL's Board of Directors formally approved the proposal. Ashok Leyland has been filing periodic intimations about the scheme since as early as March 2022.
BSE's clarified that its no-adverse-observation stance enables the company to proceed with filing the scheme before the National Company Law Tribunal (NCLT). Importantly, the validity of the observation letter is six months from the date of issue, within which the scheme must be submitted to the NCLT.
SEBI separately conveyed its own comments on the draft scheme on May 18, 2026.
BSE and SEBI have attached a comprehensive set of conditions to their clearance, reflecting the regulators' intent to protect public shareholder interests throughout the merger process.