NDL Ventures Limited — Combination C-2025/12/1363

Notice under Section 6(2) of the Competition Act, 2002 filed by NDL Ventures Limited

CORAM: Ms. Ravneet Kaur Chairperson

Mr. Anil Agrawal Member Ms. Sweta Kakkad Member

Mr. Deepak Anurag Member

Order under Section 31(1) of the Competition Act, 2002

1. On 31st December 2025, the Competition Commission of India (Commission) received a notice (Notice), under Section 6(2) of the Competition Act, 2002 (Act), filed by NDL Ventures Limited (NDL/ Acquirer). The Notice was filed pursuant to the Scheme of Merger by Absorption (Scheme) seeking to merge and consolidate the businesses of Hinduja Leyland Finance Limited (HLFL/Target) into and with NDL pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013 (Companies Act) and other applicable provisions of the Companies Act (Proposed Combination).

2. As per the Scheme and in consideration of the merger of HLFL in NDL, NDL shall issue and allot to the shareholders of HLFL 25 (twenty-five) fully paid up equity shares of the face value INR 10 each of NDL for every 10 (ten) equity shares of the face value of INR 10 each fully paid up held in HLFL. As per the submissions, pursuant to the Proposed Combination, there is change in control of NDL [hereinafter, NDL and HLFL are collectively referred to as the ‘Parties’].

3. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combination Regulations), vide letter dated 13th January 2026 and 20th January 2026 (RFI) certain information(s)/clarification(s) relevant for the purpose of assessment of the Proposed Combination were sought from the Acquirer. The responses to the same were received on 22nd January 2026 and 04th February 2026, respectively (Response).

4. It is submitted that NDL is a listed entity and belongs to Hinduja Group Limited. It was engaged in the business of media and communications and real estate. However, in 2022, the digital media and communications business of NDL was transferred to Hinduja Global Solutions Limited. Currently, NDL does not have any active business.

5. HLFL is an unlisted public company (high value debt listed company), incorporated under the provisions of the Companies Act, 1956. It was subsequently granted the status of a non-banking financial company (NBFC)-Asset Finance Company by the RBI pursuant to a certificate of registration received on 12th May 2014. HLFL focuses on providing small ticket size loans to urban and semi-urban retail customers in financing a range of vehicles, which include two wheelers, three wheelers, commercial vehicles, cars and multi-utility vehicles.

6. The Commission considered the activities/presence of NDL and HLFL (including its affiliates) for the purpose of identifying the relevant areas for competition assessment of the Proposed Combination. Based on the submissions, it is noted that there are no horizontal overlaps or vertical or complementary linkages between the Parties.

7. Considering the material on record including the details provided in the Notice and the assessment of the Proposed Combination based on the factors stated in Section 20(4) of the Act, the Commission is of the opinion that the Proposed Combination is not likely to have any appreciable adverse effect on competition in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.

8. This order shall stand revoked if, at any time, the information provided by the Acquirer is found to be incorrect.

9. The information provided by the Acquirer shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act.

10. The Secretary is directed to communicate to the Acquirer accordingly.