NDL Ventures Ltd

Dematerialisation status

• Actions completed within 15 days of receipt of certificates, including processing of dematerialisation requests.
• Dematerialised shares listed on the stock exchanges where the original shares are listed.
• Physical certificates forwarded for dematerialisation were mutilated and cancelled.
• Name of depository substituted as registered owner in company records.

NDL Ventures Ltd — Trading Window Closed from Oct 01, 2026 till 48 hours after the declaration of Un-Audited Financial Results for the half year and quarter ending September 30, 2026, and becomes generally available information.

AGM details

• AGM held on 21-09-2026 at 3:30 PM IST via VC/OAVM.
• Record date for voting: 15 Sep 2026; 10,278 shareholders on record.
• 64 attendees via VC; promoter group 1, public 63.

Resolutions and outcomes

• Resolution 1: Adoption of Audited Financial Statements for year ended 31 March 2026; passed.
• Resolution 2: Dividend of Rs 0.50 per share; ordinary resolution; passed.
• Resolution 3: Sudhanshu Tripathi re-appointed by rotation; passed.
• Resolution 4: Material Related Party Transaction with Hinduja Realty Ventures Limited; passed.
• Resolution 5: Material Related Party Transaction with IndusInd Media & Communications Limited; passed.
• Resolution 6: Material Related Party Transaction with IN Entertainment (India) Limited; passed.
• Resolution 7: Material Related Party Transaction with OneOTT Intertainment Limited; passed.
• Resolution 8: Material Related Party Transaction with Hinduja Global Solutions Limited; passed.

Dividend

• Dividend of Rs 0.50 per equity share approved.

Director changes

• Sudhanshu Tripathi re-appointed by rotation.

Material Related Party Transactions

• RPTs approved with Hinduja Realty Ventures Limited; IndusInd Media & Communications Limited; IN Entertainment Limited; OneOTT Intertainment Limited; Hinduja Global Solutions Limited.

AGM Details

• Date and time: 21 September 2026, 3:30 PM IST, via VC/OAVM.
• Mode: VC/OAVM; no physical venue.
• Quorum: 64 members attended.

Key Resolutions

• Adoption of Audited Financial Statements for FY 2025-26.
• Dividend of Re. 0.50 per equity share approved.
• Sudhanshu Tripathi re-appointed as director, retiring by rotation.
• Approval of material related party transaction with Hinduja RealtyVentures Limited.
• Approval of material related party transaction with IndusInd Media & Communications Limited.
• Approval of material related party transaction with IN Entertainment(India) Limited.
• Approval of material related party transaction with OneOTT Intertainment Limited.
• Approval of material related party transaction with Hinduja Global Solutions Limited.

Voting & Results

• E-voting results to be declared by September 23, 2026.
• Scrutinizer appointed: Rupal Jhaveri, Practising Company Secretary.

Auditors

• Statutory Auditor attended; no appointment changes disclosed.

Clarification Update

• Discrepancy: segment details not submitted.
• Submitted segment details in XBRL to NSE.
• Segment Reporting: Single Segment; Description: Other Financial Services.
• Annexure containing clarification letter attached.

Merger update

• NCLT fixed Oct 1, 2026 final hearing; MCA Regional Director to file report within a week.

Record Date and action

• Record Date for dividend payout of Re. 0.50 and AGM e-voting eligibility on 15 Sept 2026.
• Security: equity shares of NDL Ventures Limited (Code 500189).

Financial highlights

• Total income ₹489.37 lakh for FY 2025-26.
• Profit after tax ₹91.03 lakh.
• EPS ₹0.27 (basic and diluted).
• ROE 1.53%.
• Current ratio 11.48.

Dividend & capital structure

• Dividend ₹0.50 per equity share; AGM approval required.
• Record date 15 Sep 2026; payment by 20 Oct 2026.
• Share capital ₹3,367.17 lakh; 33,671,621 shares.
• Total equity ₹5,929.07 lakh; reserves ₹2,561.90 lakh.

Merger & strategic developments

• HLFL merger by absorption into NDL approved; final order pending.
• NCLT proceedings underway; RBI NOC received; approvals largely in place.
• Bangalore land parcel valued at ₹250 crores.
• HLFL merger progress consolidates NBFC strategy.

Related party transactions & governance

• Audit Committee approved RPTs up to ₹250 crore with HRVL; board approves.
• RPTs with IMCL up to ₹30 crore; INEL up to ₹20 crore; ONEOTT up to ₹30 crore; HGSL up to ₹20 crore.
• RPTs are arm's length and in ordinary course.
• Policy on Related Party Transactions disclosed; stock-exchange disclosures filed.

Board & governance landscape

• Board six directors; three Independent including Vandana Jaisingh.
• Munesh Khanna re-appointed as Independent Director for five years.
• Committees: Audit, NRC, SRC, CSR, Risk, Integration Committee.
• Secretarial audit: no qualifications; SEBI/Act compliance.

CSR posture

• CSR obligation nil in FY 2025-26 due to lack of average net profit.
• CSR committee chaired by Munesh Khanna; CSR policy disclosed.
• No CSR spend in the year.

Internal controls & risk management

• Internal controls adequate; no material weaknesses.
• Management uses rolling liquidity forecasts.
• Inter-corporate deposits ₹4,375.80 lakh; no trade receivables.