Ashok Leyland Ltd. - M&A Activity 2026

ASHOK LEYLAND

Koi Manzil Door Nahin

May 20, 2026

National Stock Exchange of India Ltd.
Exchange Plaza
C-1, Block G, Bandra Kurla Complex
Bandra (E), Mumbai - 400 051

BSE Limited
Phiroze Jeejeebhoy Towers
Dalal Street
Mumbai - 400 001

Scrip Code: ASHOKLEY
Stock Symbol: 500477
Through: NEAPS
Through: BSE Listing Centre

Dear Sir/Madam,

Sub: Regulation 30 (Disclosure of events or information) – Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Ref: Intimations dated March 16, 2022, August 17, 2022, November 25, 2022, August 11, 2025, November 26, 2025 and February 19, 2026

Further to the intimations referred above, please find attached an intimation filed by M/s. Hinduja Leyland Finance Limited, a Material Subsidiary of the Company, pursuant to Regulation 51 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which is self-explanatory.

We request you to take the above on record.

Yours faithfully,
for ASHOK LEYLAND LIMITED

NATARAJAN RAMANATHAN

Digitally signed by NATARAJAN RAMANATHAN
OR: [email protected]
www.ashokleylandline.com
www.ashokleyland.indd [email protected]
e-mail: [email protected]
www.ashokleylandline.com
www.ashokleyland.indd [email protected]
www.ashokleyland.indd [email protected]
www.ashokleyland.indd [email protected]
www.ashokleyland.indd 0500326274

N Ramanathan
Company Secretary

Registered Office: Ashok Leyland Limited, No. 1, Sardar Patel Road, Guindy, Chennai - 600032, Tel.: 91 44 2220 6000
E-mail: [email protected] | Website: www.ashokleyland.com
CIN: L34101TN1948PLC000105
HINDUJA GROUP

HINDUJA LEYLAND FINANCE

May 20, 2026
Through BSE Listing Centre

BSE Limited
Department of Corporate Services
Phiroze Jeejeeboy Towers
1st Floor, Dalal Street
Mumbai – 400 001

Dear Sir / Madam,

Ref: Update - Scheme of Merger by Absorption

Sub: Intimation regarding receipt of No Objection / No Adverse Observation Letter from BSE Limited in relation to the Scheme of Merger by Absorption of Hinduja Leyland Finance Limited (“Transferor Company”) into NDL Ventures Limited (“Transferee Company”) and their respective shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“Scheme”)

This is in furtherance to our earlier intimation dated November 25, 2025, informing the Exchange about the decision of the Board of Directors of Hinduja Leyland Finance Limited to approve the proposed Scheme of Merger by Absorption of Hinduja Leyland Finance Limited (“Transferor Company”) into NDL Ventures Limited (formerly known as NXTDIGITAL Limited) (“Transferee Company”) and their respective shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with rules framed thereunder (“Scheme”), subject to receipt of applicable regulatory and other approvals.

In this regard, we wish to inform you that BSE Limited (“Stock Exchange”) by its letter dated May 18, 2026, has conveyed its “No-objection / No Adverse Observation Letter”, for the Proposed Scheme.

The letter issued by the Stock Exchange is enclosed herewith and shall be uploaded on the website of the Company.

The validity of the said Observation letter is six months from the date of issue.

The Scheme is subject to receipt of various other applicable statutory and regulatory approvals, including the approval of the Hon’ble NCLT and the shareholders of the respective companies, and such other authorities / bodies as may be necessary.

HINDUJA LEYLAND FINANCE LIMITED
Corporate Office: No. 27-A, Developed Industrial Estate, Guindy, Chennai - 600 032. Tel: (044) 2242 7525, 2242 7555
Registered Office: Plot No. C-21, Tower C (1-3 floors), G Block, Bandra Kurla Complex, Bandra (E), Mumbai - 400051
Tel: (022) 6136 0407 | Website: www.hindujaleylandfinance.com
CIN: U65993MH2008PLC384221 | Email: [email protected]

HINDUJA LEYLAND FINANCE

Kindly take the above information on record.

Thanking you,

Yours truly,

For Hinduja Leyland Finance Limited

RAMASAMY SRIVIDHYA
Digitally signed by RAMASAMY SRIVIDHYA
Date: 2026.05.20
10:34:58 +05'30'

Srividhya Ramasamy
Company Secretary and Compliance Officer
M. No. – A22261

Encl: as above

BSE
The Power of Vibrance

DCS/AMAL/RD/R37/75/2026-27

May 18, 2026

To,

The Company Secretary,
NDL Ventures Limited
49/50, In Centre, 12th Road,
M I D C, Andheri (East),
Mumbai, Maharashtra – 400 093.

The Company Secretary
Hinduja Leyland Finance Limited
Plot No.C-21, Tower C (1-3 Floors)
G Block, BKC, Bandra (East)
Mumbai, Maharashtra – 400 051.

Dear Sir/Madam,

Sub: Scheme of Merger by Absorption of Hinduja Leyland Finance Limited into NDL Ventures Limited

We refer to your application for Scheme of Arrangement to merge and consolidate the businesses of Hinduja Leyland Finance Limited (“Transferor Company/ HLFL”) into and with NDL Ventures Limited (formerly known as NXTDIGITAL Limited) (“Transferee Company/ NDL”) under sections 230 to 232 and other applicable provisions of the Companies Act, 2013 filed with the Exchange under Regulation 37 of SEBI LODR Regulations, 2015, read with SEBI Master circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 and Reg. 94 (2) of SEBI LODR Regulations, 2015 and Master Circular ref. no. SEBI/HO/DDHS/DDHS-PoD-1/P/CIR/2024/48 dated May 21, 2024, for listing obligations and disclosure requirements for Non-convertible Securities, Securitized Debt Instruments and/or Commercial Paper.

In this regard, SEBI vide its Letter dated May 18, 2026, has inter alia given the following comment(s) on the said draft scheme of Arrangement: -

A) SEBI comments in accordance with Regulation 37(1) of SEBI Master Circular dated June 20, 2023.

“The entity shall ensure that it discloses all details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the Company, its promoters and directors, before Hon’ble NCLT and shareholders, while seeking approval of the scheme.”
“The entity shall ensure that additional information, if any, submitted by the Company after filing the scheme with the stock exchange, from the date of receipt of this letter, is displayed on the website(s) of the listed company and the stock exchanges.”
“The entity shall ensure compliance with the SEBI circulars issued from time to time.”
“The entities involved in the Scheme shall duly comply with various provisions of the Circular and ensure that all the liabilities of Transferor Company are transferred to the Transferee Company.”

Registered Office: BSE Limited, Floor 25, P J Towers, Dalal Street, Mumbai 400001, India. T: +91 22 2272 1234/33 | E: [email protected] www.bseindia.com | Corporate Identity Number : L67120MH2005PLC155188

BSE
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"The entity is advised that the information pertaining to all the Unlisted Companies involved, if any, in the scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval."
"The entity shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old."
"The entity is advised that the details of the proposed scheme under consideration as provided by the Company to the Stock Exchange shall be prominently disclosed in the notice sent to the Shareholders."
"Both the entities are advised to disclose the following as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the company to the shareholders while seeking approval u/s 230 to 232 of the Companies Act 2013 -

a) In the interest of ensuring transparency and informed decision making by public shareholders, transferee company to prominently disclose following information on the very first page of the notice convening the shareholders meeting for approval of scheme of arrangement (in bold text and highlighted for visibility) and in all the further communications to the public shareholders:

Category	Pre-Scheme Shareholding (%)	Post-Scheme Shareholding (%)	Change (%)
Promoter / Promoter Group
Public Shareholders

The shareholders may note that implementation of scheme shall result in increase in the shareholding of Promoter/Promoter Group from ... % to ... %. Shareholders may also note that approval of the shareholders to scheme of merger would also result in to them agreeing to increase in shareholding of promoters on implementation of the scheme. Therefore, investors should read all the scheme related documents before exercising their voting rights.

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The above disclosure shall also be accompanied by a brief explanation regarding the reasons for the increase in shareholding of Promoter/Promoter Group and its impact on the public shareholders in terms of their rights and value of their holding in the Company. Details of assets, liabilities, net worth and revenue of the companies involved, pre and post scheme.

b) Impact of scheme on revenue generating capacity of Transferee Company.
c) Need and Rationale of the scheme, Synergies of business of the companies involved in the scheme, Impact of the scheme on the shareholders and cost benefit analysis of the scheme.
d) Value of assets and liabilities of Transferor Company that are being transferred to Transferee Company.
e) Valuation Report and Addendum/clarification to the Valuation Report (if any) issued by Registered Valuer.
f) Details of Revenue, PAT and EBIDTA of all the companies involved in the Scheme for last 3 years along with Audited financials for the last three years of all the entities involved in the scheme.
g) The scheme shall be acted upon only if the votes cast by the public shareholders in favor of the proposal are more than the number of votes cast by the public shareholders against it.
h) In any event of any preferential allotment by the Company leading to any change in the issued, subscribed and paid-up capital of the Company, resulting in the change in the swap ratio or valuation of the Company, then the Company shall approach BSE and SEBI for approval of the Scheme.
i) Undertaking with respect to the association of the promoter and promoter group of the entities involved in the scheme with the public shareholders.
j) Conditions imposed by lenders, if any, may be disclosed to the public shareholders along with the impact of same on the scheme.
k) Latest financials of entities involved in the scheme not older than 6 months from the date of NOC of Stock Exchange should be updated on the Website and same also to be disclosed in the explanatory statement.
l) Details of shareholders of Transferor Company and their classification as Promoters and Public shareholders in Transferee Company post scheme

Name of the Shareholder	Shares held in HLFL	Share Exchange Ratio	Shares being allotted in NDL. (If not, reasons for the same)	Classification in NDL post scheme (Promoter / Public)	Detailed justification for classification

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m) Pre and Post scheme shareholding of transferor and transferee companies as on the date of notice of Shareholders meeting along with rationale for changes, if any, occurred between filing of Draft Scheme to Notice to shareholders.

n) Disclose all pending actions against the entities involved in the scheme its promoters/directors/KMPs and possible impact of the same on the Transferee Company to the shareholders.

“The entity shall ensure that applicable additional information, if any, to be submitted to SEBI along with draft scheme of arrangement as advised by email dated May 19, 2026 shall form part of disclosures to the shareholders.”
“The entity is advised that the proposed equity shares to be issued in terms of the “Scheme” shall mandatorily be in demat form only.”
“The entity is advised that the “Scheme” shall be acted upon subject to the applicant complying with the relevant clauses mentioned in the scheme document.”
“No changes to the draft scheme except those mandated by the regulators/authorities / tribunals shall be made without specific written consent of SEBI.”
“The entity is advised that the observations of SEBI/Stock exchanges shall be incorporated in the petition to be filed before NCLT and the company is obliged to bring the observations to the notice of NCLT.”
“The entity is advised to comply with all the applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed scheme.”
“The listed entity(ies) involved in the proposed scheme shall disclose the No-Objection letter of the Stock Exchange(s) on its website within 24 hours of receiving the same.”
“It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments / observations / representations.”

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BSE The Power of Vibrance

B. SEBI comments in accordance with Regulation 59A of SEBI LODR Regulations read with SEBI Circular dated May 21, 2024.

"The proposed Scheme of Arrangement between Hinduja Leyland Finance Limited (HLFL) and NDL Ventures Limited (NDL) shall be in compliance with the provisions of Regulation 11 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015."
"The entities involved in the proposed scheme shall not provide any misstatement or furnish false information with regard to disclosures to be made in the draft scheme of amalgamation as per provisions of Chapter XII of the Master Circular."
"The entities involved in the proposed scheme shall not make any changes in the draft scheme subsequent to filing the draft scheme with SEBI by the Stock Exchange(s), except those mandated by the regulators/ authorities/ tribunal."
"The listed entity(ies) involved in the proposed scheme shall include information pertaining to the unlisted entity, if any, in the format specified for abridged prospectus as per SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021, in the notice or proposal to be sent to the holders of NCDs/ NCRPS while seeking approval for the scheme. The accuracy and adequacy of such disclosures shall be certified by the SEBI registered Merchant Banker after following the due diligence process."
"The listed entity(ies) involved in the proposed scheme shall disclose the No-Objection letter of the Stock Exchange(s) on its website within 24 hours of receiving the same."
"The entities involved in the proposed scheme shall ensure that they have compiled with the relevant provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Covenants of the Debenture Trust Deeds entered with the Debenture Trustee(s) any other relevant regulations and circulars."
"Please note that the submission of documents/information, in accordance with the Circular to SEBI, should not in any way be deemed or construed that the same has been cleared or approved by SEBI. SEBI does not take any responsibility either for the financial soundness of any scheme or for the correctness of the statements made or opinions expressed in the documents submitted."

In light of the above, we hereby advise that we have no adverse observations with limited reference to those matters having a bearing on listing/de-listing/continuous listing requirements within the provisions of Listing Agreement, so as to enable the company to file the scheme with Hon’ble NCLT.

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BSE The Power of Vibrance

Please note that the submission of documents/information, in accordance with the circular to SEBI/Exchange should not in any way be deemed or construed that the same has been cleared or approved by SEBI/Exchange. SEBI/Exchange does not take any responsibility either for the financial soundness of any scheme or for the correctness of the statements made or opinions expressed in the document submitted.

Further, where applicable in the explanatory statement of the notice to be sent by the company to the shareholders, while seeking approval of the scheme, it shall disclose information about unlisted company involved in the format prescribed for abridged prospectus as specified in the Master circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023.

Kindly note that as required under Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the validity of this Observation Letter shall be six months from the date of this Letter, within which the scheme shall be submitted to the NCLT.

The Exchange reserves its right to withdraw its ‘No adverse observation’ at any stage if the information submitted to the Exchange is found to be incomplete/incorrect/misleading/false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Agreement, Guidelines/Regulations issued by statutory authorities.

Please note that the aforesaid observations do not preclude the Company from complying with any other requirements.

Further, it may be noted that with reference to Section 230 (5) of the Companies Act, 2013 (Act), read with Rule 8 of Companies (Compromises, Arrangements and Amalgamations) Rules 2016 (Company Rules) and Section 66 of the Act read with Rule 3 of the Company Rules wherein pursuant to an Order passed by the Hon’ble National Company Law Tribunal, a Notice of the proposed scheme of compromise or arrangement filed under sections 230-232 or Section 66 of the Companies Act 2013 as the case may be is required to be served upon the Exchange seeking representations or objections if any.

In this regard, with a view to have a better transparency in processing the aforesaid notices served upon the Exchange, the Exchange has already introduced an online system of serving such Notice along with the relevant documents of the proposed schemes through the BSE Listing Centre.

Any service of notice under Section 230 (5) or Section 66 of the Companies Act 2013 seeking Exchange’s representations or objections if any, would be accepted and processed through the Listing Centre only and no physical filings would be accepted. You may please refer to circular dated February 26, 2019, issued to the company

Yours faithfully,