NDL Ventures Ltd (NDLVENTURE)
🎯 Key Takeaways
- NDL Ventures Ltd is in a strategic transition phase, shifting from a struggling financial services entity toward becoming a regulated NBFC through its proposed merger with Hinduja Leyland Finance Limited. Management is focused on restructuring its governance, renewing material related party transactions, and advancing regulatory approvals to enable growth.
- Revenue grew 3.6% QoQ to ₹245 in Q2FY23.
- ⚠️ The company's profitability remains fragile, with consecutive quarters of losses in FY2021-22 and ongoing restructuring risks tied to the NBFC merger
- Market Cap
- ₹417
- P/B Ratio
- 1.20
- ROE
- -10.9%
- ROCE
- 1.7%
- Debt/Equity
- 2.60
- Div Yield
- 3.23%
- Promoter
- 66.2%
📖 The Story
NDL Ventures Ltd is in a strategic transition phase, shifting from a struggling financial services entity toward becoming a regulated NBFC through its proposed merger with Hinduja Leyland Finance Limited. Management is focused on restructuring its governance, renewing material related party transactions, and advancing regulatory approvals to enable growth. The company remains small in market capitalization but shows signs of stabilization after years of losses, with improving operational metrics in recent quarters.
📰 What's Happening
Management has been actively advancing shareholder approvals for key strategic moves, including the renewal of material related party transactions with Hinduja entities at the upcoming 41st AGM on September 21, 2026. The company proposed a final dividend of ₹0.50 per share and seeks ratification of transactions totaling over 5,000% of consolidated turnover, including a ₹250 crore land sale and ₹30 crore services agreement. The merger with Hinduja Leyland Finance Limited is progressing pending NCLT and regulatory clearances, marking a pivotal shift in business model and capital structure.
Source: Stock Announcements
📊 Quarterly Results (₹ Cr)
| Metric | Dec 2021 | Mar 2022 | Jun 2022 | Sep 2022 |
|---|---|---|---|---|
| Revenue | 250 | 313 | 237 | 245 |
| Operating Profit | -18 | 10 | -47 | -37 |
| OPM % | -7.1% | 3.2% | -19.8% | -15.1% |
| Net Profit | -27 | 84 | -39 | -46 |
| EPS | ₹-11.17 | ₹27.50 | ₹-11.55 | ₹-14.24 |
The company has shown sequential improvement in operational performance, with profitability turning positive in Q3 2022 (₹84 crore net profit) after consecutive losses, followed by stable revenue and cost control in subsequent quarters. Despite modest revenue levels, operating margins improved from negative 19.8% in June 2022 to 3.2% in March 2022, indicating early signs of margin recovery. However, full-year FY2022-23 results remain unprofitable, with annual losses narrowing but not yet reversed, reflecting ongoing restructuring costs and transitional investments.
🔮 Management Outlook & What's Next
Management has not provided explicit forward guidance on revenue or profitability targets in the latest filings, but has emphasized the strategic importance of completing the NBFC merger and renewing related party approvals to ensure operational continuity and governance compliance. The focus remains on regulatory alignment, shareholder engagement, and enabling growth through the proposed merger with Hinduja Leyland Finance Limited, which is expected to drive long-term capital efficiency and market positioning.
Extracted from official company announcements. Not StockFin.ai's opinion.
🏦 Balance Sheet (₹ Cr)
| Item | Mar 2021 | Mar 2022 | Mar 2022 | Mar 2023 |
|---|---|---|---|---|
| Equity Capital | 24 | 34 | 24 | 34 |
| Reserves | 59 | 314 | -3 | 214 |
| Borrowings | 1,136 | 906 | 1,176 | 1,243 |
| Total Liabilities | 1,878 | 2,024 | 1,988 | 2,134 |
| Fixed Assets | 728 | 1,178 | 731 | 813 |
| Investments | 13 | 14 | 14 | 21 |
| Total Assets | 1,878 | 2,024 | 1,988 | 2,134 |
The balance sheet shows a significant increase in borrowings to ₹1,243 crores by March 2023, up from ₹906 crores in the prior year, indicating rising leverage as the company funds its transition and operational needs. Equity remains stable at ₹34 crores, but reserves have declined sharply from ₹314 crores to ₹214 crores, suggesting prior capital erosion. Despite higher debt, total assets have grown to ₹2,134 crores, reflecting asset expansion, likely tied to merger-related preparations and ongoing investments in financial services infrastructure.
💰 Cash Flow Statement (₹ Cr)
| Item | Mar 2022 |
|---|---|
| Operating | -27 |
| Investing | -152 |
| Financing | +195 |
| Net Cash Flow | +16 |
👥 Shareholding Pattern
| Category | Q2FY26 | Q3FY26 | Q4FY26 | Q1FY27 |
|---|---|---|---|---|
| Promoters | 66.2% | 66.2% | 66.2% | 66.2% |
| FII | 5.4% | 5.3% | 5.4% | 5.4% |
| DII | 0.0% | 0.0% | 0.0% | 0.0% |
| Public | 16.2% | 16.7% | 16.3% | 16.4% |
| # Shareholders | 10,997 | 10,733 | 10,576 | 10,176 |
Promoter holding remains stable at 66.2% across reporting periods, indicating confidence or limited exit by the promoter group. Institutional investor (FII) ownership is minimal at ~5.38%, while DII and public holdings show slight fluctuations but remain low, suggesting limited foreign or domestic institutional interest. The shareholder base is concentrated, with 10,176 shareholders as of Q1FY27, reflecting a fragmented retail component but limited broader market participation.
⚖️ Peer Comparison — Finance
| Company | MCap (₹ Cr) | P/E | ROCE | ROE | D/E |
|---|---|---|---|---|---|
| BAJFINANCE | 6.13 L Cr | 30.2 | 10.4% | — | 3.82 |
| BAJAJFINSV | 2.80 L Cr | 27.5 | 11.4% | — | 5.50 |
| SHRIRAMFIN | 2.30 L Cr | 17.3 | 11.5% | — | 3.80 |
| ICICIAMC | 1.59 L Cr | 31.8 | 111.5% | — | 0.00 |
| JIOFIN | 1.45 L Cr | 68.4 | 2.3% | — | 0.17 |
| CHOLAFIN | 1.40 L Cr | 24.2 | 9.3% | — | 6.93 |
| TATACAP | 1.39 L Cr | 25.4 | 8.4% | — | 5.28 |
| BAJAJHLDNG | 1.21 L Cr | 13.6 | 12.4% | — | 0.00 |
| MUTHOOTFIN | 1.11 L Cr | 9.8 | 14.4% | — | 3.88 |
| PFC | 1.09 L Cr | 4.2 | 9.8% | — | 7.62 |
🔗 Peer Stock Analyses
⚠️ Risk Factors
1. The company's profitability remains fragile, with consecutive quarters of losses in FY2021-22 and ongoing restructuring risks tied to the NBFC merger and related party approvals. 2. High leverage (D/E of 2.60) and declining reserves raise concerns about financial resilience amid operational volatility. 3. The success of the proposed merger with Hinduja Leyland Finance Limited is contingent on regulatory and court approvals, introducing execution and timeline risks. 4. Limited institutional interest and low public float may lead to price volatility and reduced liquidity, constraining broader investor access.
📋 Recent Filings
- Announcement2026-09-26NDL Ventures Ltd announced that its trading window will close on October 1, 2026, ahead of the un-audited half-year results for the September 30 quart…
- 🟡 Board Meeting2026-09-21NDL Ventures held its 41st AGM on September 21, 2026 via video conference, adopting the audited FY2025-26 financials and declaring a Re. 0.50 dividend…
- 🔴 Announcement2026-09-18NDL Ventures announced that the National Company Law Tribunal scheduled the final hearing for its merger with Hinduja Leyland Finance on October 1, 20…
- 🟡 Board Meeting2026-08-29NDL Ventures announced a record date of September 15, 2026 for final dividend entitlement of Re. 0.50 per share for FY 2025-26 and eligible shareholde…
- 🟡 Board Meeting2026-08-29NDL Ventures announced a record date of September 15, 2026 for final dividend entitlement of Re. 0.50 per share for FY 2025-26 and eligible shareholde…
- 🟡 Board Meeting2026-08-29The 41st Annual General Meeting of NDL Ventures Ltd is scheduled for September 21, 2026 at 3:30 PM IST. Shareholders will vote on dividend approval, e…
- 🔴 annual report2026-08-29NDL Ventures Limited announced its 41st AGM on September 21, 2026, seeking shareholder approval for renewal of material related party transactions wit…
- 🟡 Board Meeting2026-08-10NDL Ventures announced the outcome of its August 10, 2026 board meeting, approving un-audited Q1 FY26 results, fixing September 15, 2026 as the record…
- 🟡 voting results2026-07-30NDL Ventures Limited held an NCLT-convened shareholder meeting on July 30, 2026 to seek approval for merging Hinduja Leyland Finance into itself. The …
- share transfer2026-07-11NDL Ventures Limited received a SEBI-mandated share transfer agent certificate for the June 30, 2026 quarter confirming compliance with dematerializat…
🧠 Analyst's Read
NDL Ventures is undergoing a critical transformation with the proposed NBFC merger and shareholder-driven governance updates, but execution remains dependent on regulatory clearance and stakeholder approval. Investors should monitor the outcome of the AGM decisions and progress on the merger, as these will determine the company's ability to stabilize operations and unlock value. Until then, the stock remains speculative, driven more by strategic narrative than financial momentum.
Based on filing content and financial data. Not a recommendation.
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Data sourced from stock announcements. Analysis generated by StockFin.ai.
For informational purposes only — not investment advice. Updated 2026-09-29.
Editorial & Data Transparency Notice
This analysis was programmatically compiled using StockFin AI utilizing official regulatory disclosures from the BSE and NSE. Content is automatically synthesized and audited against public financial filings. StockFin.ai is an educational research platform and is NOT a SEBI-registered investment advisor or research analyst.
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