Big Merger Ahead: RBI Nod Paves Way for Hinduja Leyland Finance’s Integration into NDL Ventures

Hinduja Leyland Finance Limited, a prominent non-banking financial company (NBFC) with a pan-India presence, has recently obtained the much-awaited No Objection Certificate (NOC) from the Reserve Bank of India (RBI) for its proposed merger with NDL Ventures Limited (formerly NXTDIGITAL Limited). This regulatory approval marks a significant milestone in the corporate restructuring efforts aimed at consolidating financial services under a unified platform and enabling future growth.

Key Highlights of the Merger Approval:

The RBI has granted its official No Objection Certificate for the merger of Hinduja Leyland Finance Limited into NDL Ventures, signaling regulatory consent for the amalgamation.

The merger will be executed through a Scheme of Merger by Absorption, where Hinduja Leyland Finance Limited will be absorbed into NDL Ventures as a going concern.

Post-merger, NDL Ventures will emerge as a strengthened financial services entity, broadening its focus beyond digital media and real estate to encompass financial services, specifically vehicle financing and NBFC operations.

Hinduja Leyland Finance is a well-established NBFC, providing a wide range of vehicle financing options including commercial vehicles, light and heavy commercial vehicles, multi-utility vehicles, and two- and three-wheelers.

The strategic combination is expected to create value for shareholders by integrating complementary business capabilities and leveraging Pan-India branch networks.

The merger is subject to customary approvals, including shareholder consent and National Company Law Tribunal (NCLT) sanction, following the RBI’s nod.

Detailed Overview of the Merger and Strategic Intent

Background and Rationale

Following the demerger of its digital media and communications business into Hinduja Global Solutions Limited in 2022, NDL Ventures (formerly NXTDIGITAL Limited) has been transitioning its business focus towards financial services. The Board of Directors approved the merger plan as a key strategic move to facilitate scale and efficiency by incorporating Hinduja Leyland Finance’s lending operations into its fold. This restructuring aligns with the company’s goal to harness growth opportunities in India’s expanding financial services sector.

Regulatory and Shareholder Process

The RBI’s NOC is a crucial regulatory milestone that permits the formal merger process to advance. Post this approval, the Companies Act provisions regarding mergers and acquisitions will guide the remaining steps, including convening shareholder meetings for approval and seeking the NCLT’s sanction order to finalize the amalgamation legally.

Operational and Market Impact

The merger will allow NDL Ventures to integrate Hinduja Leyland Finance’s extensive lending portfolio, including vehicle financing products for commercial and personal vehicles, thereby creating a diversified financial services entity. The combined organization can leverage synergies in operational costs, technology platforms, and customer reach to enhance competitive strengths.

Business Outlook and Future Prospects

By absorbing Hinduja Leyland Finance Limited, NDL Ventures aims to capture the rising demand for vehicle financings such as commercial transport and personal mobility solutions amid India’s expanding economy and growing vehicle markets. The merger is expected to enable improved financial product offerings, stronger risk management, and enhanced shareholder returns.

Summary

The Reserve Bank of India’s grant of the No Objection Certificate for the merger of Hinduja Leyland Finance Limited into NDL Ventures Limited marks a pivotal point in the companies’ journey towards building a comprehensive financial services platform. As the merger progresses through subsequent legal and shareholder approvals, the unified entity is well-positioned to capitalize on growth opportunities in vehicle finance and allied sectors, driving value creation and operational excellence.

Source: Reuters, Economic Times India, NDL Ventures Limited official disclosures, August 11, 2025.