NDL Ventures Limited

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August 20, 2024

To To BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Bandra-Kurla Complex, Dalal Street, Mumbai-400 001. Bandra (East), Mumbai-400 051. Company Scrip Code: 500189 Company Script Code: NDLVENTURE Through: BSE Listing Centre Through: NEAPS

Dear Sir /Madam,

Sub: Notice of the Thirty Ninth (39[th] ) Annual General Meeting and Annual Report for the financial year 2023-24.

Ref: Regulation 34 and other applicable regulations of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Pursuant to Regulation 34 and other applicable regulations of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, please find enclosed herewith Annual Report for the financial year 2023-24 of NDL Ventures Limited (formerly known as NXTDIGITAL Limited) (“the Company”) and Notice convening Thirty Ninth (39[th] ) Annual General Meeting to be held on Friday, September 13, 2024 through Video Conferencing/Other Audio Visual Means.

The Annual Report for the financial year 2023-24 alongwith the Notice convening 39[th] Annual General Meeting are being sent to all the Shareholders of the Company whose email addresses are registered with the Company/ Company’s Registrar & Transfer Agent- Kfin Technologies Limited / respective Depository Participant(s)/Depositories. Physical copies of the Annual Report 202324 will be provided to the shareholders on their request.

The said Annual Report and Notice are available on Company’s website at:

Notice	https://www.ndlventures.in/investors/annual-general- meeting/
Annual Report2023-24	https://www.ndlventures.in/investors/annual-reports/

Kindly take the above on record.

Thanking You, Yours faithfully, For NDL VENTURES LIMITED (Formerly Known as NXTDIGITAL Limited) ASHISH Digitally signed by ASHISH PANDEY PANDEY Date: 2024.08.20 16:45:42 +05'30' Ashish Pandey Company Secretary

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NDL Ventures Limited | Notice AGM 2023-2024

(Formerly known as NXTDIGITAL Limited) Corporate Identity Number (CIN): L65100MH1985PLC036896 Registered Office: IN CENTRE, 49/50 MIDC, 12[th] Road, Andheri (E) Mumbai- 400093 Tel: (+91 22) 2820 8585; Website: : www.ndlventures.in

Email: [email protected]

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the Thirty Ninth (39[th] ) Annual General Meeting of the Members of NDL Ventures Limited (formerly known as NXTDIGITAL Limited) (“the Company”) will be held on Friday, September 13, 2024 at 3:00 p.m. (IST) through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”), to transact the following business:

ORDINARY BUSINESS:

1. Adoption of Audited Financial Statements

To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended March 31, 2024, together with the Report of the Board of Directors and the Auditors thereon including notes annexed thereto.

2. Declaration of Dividend

To declare a dividend of Re. 1/- per equity share of the face value of ` 10/- per share (10%) for the financial year ended March 31, 2024.

3. Appointment of Director liable to retire by rotation

To appoint Director in place of Mr. Sudhanshu Kumar Tripathi (DIN: 06431686), who retires by rotation, and being eligible, seeks reappointment and in this regard, to consider, and, if thought fit, to pass the following resolution as an Ordinary Resolution:

“ RESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Sudhanshu Kumar Tripathi (DIN: 06431686), who retires by rotation at this Annual General Meeting of the Company and being eligible, offered himself for re-appointment, be and is hereby re-appointed as a Director who is liable to retire by rotation”.

(“the SEBI Listing Regulations”) [including any statutory modification(s) or re-enactment(s) thereof, for the time being in force], and Articles of Association of the Company, approval and recommendation of the Nomination and Remuneration Committee and that of the Board, Mr. Debabrata Sarkar (DIN: 02502618), who was appointed as an Additional Director in the capacity of Independent Director with effect from August 08, 2024, who meets the criteria for independence under Section 149(6) of the Act and the Rules made thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations, he also consented to act as a Director of the Company and in respect of whom the Company has received a notice in writing under Section 160 of the Act, be and is hereby appointed as Independent Director of the Company, not liable to retire by rotation, for a period of 5 (five) consecutive years from August 8, 2024 to August 7, 2029.

RESOLVED FURTHER THAT the Board of Directors of the Company, be and is hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, expedient or desirable including to delegate all or any of the powers herein conferred, to any Director(s) or Chief Financial Officer or Company Secretary or any other Officer(s) or Authorized Representative(s) of the Company, to give effect to this Resolution.”

5. Approval of Material Related Party Transaction(s) with Hinduja Realty Ventures Limited

SPECIAL BUSINESS:

4. Appointment of Mr. Debabrata Sarkar (DIN: 02502618) as Independent Director

To consider, and, if thought fit, to pass the following resolution as a Special Resolution :

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 161, Schedule IV and other applicable provisions of the Companies Act, 2013 (“the Act”) read with the Rules framed thereunder, and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,

To consider, and if thought fit, to pass the following resolution as an Ordinary Resolution:

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NDL Ventures Limited | Notice AGM 2023-2024

Transactions, the approval of the Members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to include any Committee constituted / empowered / to be constituted by the Board from time to time to exercise its powers conferred by this resolution) to enter into, contract(s) / arrangement(s)/ transaction(s) for sale of land situated at Bengaluru in the State of Karnataka, held as inventory in the books of accounts (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise) as mentioned in the explanatory statement, with Hinduja Realty Ventures Limited (‘HRVL’), forming part of the one of the Promoter Group of the Company and accordingly, a related party under Regulation 2(1)(zb) of the SEBI Listing Regulations, on such terms and conditions as may be agreed between the Company and HRVL, for an aggregate value up to ` 250 Crores (Rupees Two Hundred Fifty Crores only), to be entered during the period from September 14, 2024 to September 13, 2025 or till the date of next Annual General Meeting to be held in the financial year 202526 whichever is earlier, and such contract(s)/ arrangement(s)/ transaction(s) being carried out at arm’s length basis and in the ordinary course of business of the Company.

RESOLVED FURTHER THAT the Board, be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.

RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s) or Chief Financial Officer or Company Secretary or any other Officer(s) or Authorised Representative(s) of the Company, to do all such acts and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s).

RESOLVED FURTHER THAT all actions taken

by the Board, or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects.”

6. Approval of Material Related Party Transaction(s) with Hinduja Global Solutions Limited

To consider, and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Regulation 23(4) and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘SEBI Listing Regulations’), read with Section 188 of the Companies Act, 2013 (“the Act”), the rules made thereunder (including any other applicable provisions or statutory modifications or re-enactment thereof for the time being in force), the Company’s Policy on Related Party Transactions, the approval of the Members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to include any Committee constituted / empowered / to be constituted by the Board from time to time to exercise its powers conferred by this resolution) to enter into, contract(s)/ arrangement(s) / transaction(s) (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise), as mentioned in the explanatory statement, with Hinduja Global Solutions Limited (‘HGSL’), an entity under common control with the Company and accordingly, a related party under Regulation 2(1)(zb) of the SEBI Listing Regulations, on such terms and conditions as may be agreed between the Company and HGSL, for an aggregate value up to ` 20 Crores (Rupees Twenty Crores only), to be entered during the period from September 14, 2024 to September 13, 2025 or till the date of next Annual General Meeting to be held in the financial year 2025-26 whichever is earlier and such contract(s)/ arrangement(s)/ transaction(s) being carried out on arm’s length basis and in the ordinary course of business of the Company.

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authorities, including Governmental/regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.

RESOLVED FURTHER THAT all actions taken by the Board, or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects.”

7. Approval of Material Related Party Transaction(s) with IndusInd Media & Communications Limited

To consider, and if thought fit, to pass the following resolution as an Ordinary Resolution :

“RESOLVED THAT pursuant to Regulation 23(4) and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘SEBI Listing Regulations’), read with Section 188 of the Companies Act, 2013 (“the Act”), the rules made thereunder (including any other applicable provisions or statutory modifications or re-enactment thereof for the time being in force), the Company’s Policy on Related Party Transactions, the approval of the Members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to include any Committee constituted / empowered / to be constituted by the Board from time to time to exercise its powers conferred by this resolution) to enter into, contract(s)/ arrangement(s)/ transaction(s) (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise) as mentioned in the explanatory statement with IndusInd Media & Communications Limited (‘IMCL’), an entity under common control with the Company and accordingly a related party under Regulation 2(1)(zb) of the SEBI Listing

Regulations, on such terms and conditions as may be agreed between the Company and IMCL, for an aggregate value up to ` 30 Crores (Rupees Thirty Crores only), to be entered during the period from September 14, 2024 to September 13, 2025 or till the date of next Annual General Meeting to be held in the financial year 2025-26 whichever is earlier, and such contract(s)/ arrangement(s)/ transaction(s) being carried out on arm’s length basis and in the ordinary course of business of the Company.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.

RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers herein conferred to any Director(s) or Chief Financial Officer or Company Secretary or any other Officer(s) or Authorised Representative(s) of the Company, to do all such acts and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s).

8. Approval of Material Related Party Transaction(s) with IN Entertainment (India) Limited

To consider, and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Regulation 23(4) and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

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NDL Ventures Limited | Notice AGM 2023-2024

Regulations, 2015, (‘SEBI Listing Regulations), read with Section 188 of the Companies Act, 2013 (“the Act”), the rules made thereunder (including any other applicable provisions or statutory modifications or re-enactment thereof for the time being in force), the Company’s Policy on Related Party Transactions, the approval of the Members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to include any Committee constituted / empowered / to be constituted by the Board from time to time to exercise its powers conferred by this resolution) to enter into, contract(s)/ arrangement(s)/ transaction(s) (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise) as mentioned in the explanatory statement with IN Entertainment (India) Limited (‘INEL’), an entity under common control with the Company and accordingly a related party under Regulation 2(1)(zb) of the SEBI Listing Regulations, on such terms and conditions as may be agreed between the Company and INEL, for an aggregate value up to ` 20 Crores (Rupees Twenty Crores only), to be entered during the period from September 14, 2024 to September 13, 2025 or till the date of next Annual General Meeting whichever is earlier in the financial year 2025-26, and such contract(s)/ arrangement(s)/ transaction(s) being carried out on arm’s length basis and in the ordinary course of business of the Company.

Company Secretary or any other Officer(s) or Authorised Representative(s) of the Company, to do all such acts and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s).

9. Approval of Material Related Party Transaction(s) with OneOTT Intertainment Limited

To consider, and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Regulation 23(4) and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘SEBI Listing Regulations’), read with Section 188 of the Companies Act, 2013 (“the Act”), the rules made thereunder (including any other applicable provisions or statutory modifications or re-enactment thereof for the time being in force), the Company’s Policy on Related Party Transactions, the approval of the Members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to include any Committee constituted / empowered / to be constituted by the Board from time to time to exercise its powers conferred by this resolution) to enter into, contract(s)/ arrangement(s)/ transaction(s) (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise) as mentioned in the explanatory statement with OneOTT Intertainment Limited (‘ONEOTT’), an entity under common control with the Company and accordingly a related party under Regulation 2(1)(zb) of the SEBI Listing Regulations, on such terms and conditions as may be agreed between the Company and ONEOTT, for an aggregate value up to ` 30 Crores (Rupees Thirty Crores only), to be entered during the period from September 14, 2024 to September 13, 2025 or till the date of next Annual General Meeting to be held in the financial year 2025-26 whichever is earlier, and such contract(s)/ arrangement(s)/ transaction(s) being carried out on arm’s length and in the ordinary course of business of the Company.

RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers herein conferred to any Director(s) or Chief Financial Officer or

RESOLVED FURTHER THAT the Board be and is hereby authorised to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms

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and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.

By order of the Board of Directors

Sd/Ashish Pandey Company Secretary

Place: Mumbai Date: August 08, 2024

Registered Office:

IN CENTRE, 49/50, MIDC, 12th Road Andheri (East), Mumbai - 400 093 Tel: (+91 22) 28208585 Email Id : [email protected] Website : www.ndlventures.in

NOTES:

The Ministry of Corporate Affairs (“MCA”) interalia vide its General Circular Nos. 14/ 2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020 and 02/2022 dated May 5, 2022,10/2022 dated December 28, 2022 and subsequent circulars issued in this regard, the latest being 09/2023 dated September 25, 2023 (collectively referred to as

“MCA Circulars”) has permitted the Company to hold the Annual General Meeting through Video Conferencing (“VC”) or through Other AudioVisual Means (“OAVM”), without the physical presence of the Members at a common venue. The Securities and Exchange Board of India (“SEBI”) also vide its Circular No. SEBI/HO/CFD/ PoD-2/P/CIR/2023/4 dated January 5, 2023 and SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated October 7, 2023 (collectively referred to as “SEBI Circulars”) has provided certain relaxations from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”). In compliance with the provisions of the Companies Act, 2013 (“the Act”), SEBI Listing Regulations and MCA Circulars, the 39th Annual General Meeting (“Meeting” or “AGM”) of the Company is being held through VC / OAVM on Friday, September 13, 2024, at 3.00 p.m. (IST). The proceedings of the AGM shall be deemed to be conducted at the Registered Office of the Company situated at IN CENTRE, 49/50 MIDC, 12th Road, Andheri (East), Mumbai-400093.

The Explanatory Statement according to Section 102 of the Act setting out material facts concerning the business from Item No. 4 to Item No.9 of the accompanying Notice, is annexed hereto and forms part of this Notice. The relevant details, pursuant to Regulations 36(3) of the SEBI Listing Regulations and Secretarial Standard - 2 on General Meetings issued by the Institute of Company Secretaries of India, in respect of Directors seeking appointment at the AGM are provided as an Annexure I to this Notice.
Pursuant to the provisions of section 108 of the Act, read with rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of the SEBI Listing Regulations (as amended) and the SEBI Circulars, the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (“NSDL”) for facilitating voting through electronic means, as the authorized agency. Members are provided with the facility to cast their votes electronically instead of dispatching or delivering the Ballot Form. The facility of casting votes by a member using remote e-voting system as well as e-voting on the date of the AGM will be provided by NSDL.
The Shareholders who wish to cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again, and if shareholders cast the vote again, then the same will not be counted.

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NDL Ventures Limited | Notice AGM 2023-2024

The remote e-voting period commences on Monday, September 9, 2024 (at 9.00 a.m. IST) and ends on Thursday, September 12, 2024 (at 5.00 p.m. IST). During this period, the Shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. Friday, September 6, 2024 may cast their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Shareholder, the Shareholder shall not be allowed to change it subsequently. The Member, whose name appear in the Register of Members/ Beneficial Owners as on Friday, September 6, 2024 , may cast their votes electronically through e-voting. The voting rights of Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date, being Friday, September 6, 2024 .
Members attending the AGM through VC/ OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
Members of the Company under the category of Institutional / Corporate Shareholders (i.e. other than individual / HUF, NRI etc.) are encouraged to attend and vote at the AGM through VC/OAVM. Corporate members intending to authorize their representatives to participate and vote at the meeting are requested to send a certified copy of the Board resolution / authorization letter to the Scrutinizer by email to [email protected] with a copy marked to [email protected] and [email protected].
In terms of MCA Circulars, this AGM is being held through VC / OAVM, physical attendance of Members has been dispensed with and therefore, there is no requirement of appointment of proxies. Accordingly, the facility for appointment of proxies by the Members will not be available at this AGM and hence, the Proxy Form, Attendance Slip and route map of venues of AGM are not annexed to this Notice.
In compliance of section 101 and 136 of the Act, read together with the Rules made thereunder along with MCA Circulars and SEBI Circular, Notice of the AGM along with the Annual Report 2023-24 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories, unless any Member requests for a physical copy of the same. Members may note that the Notice and Annual Report 2023-24 will also be available on the Company’s website at https://www.ndlventures.in/investors/annualreports/, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of

India Limited at www.bseindia.com and www. nseindia.com respectively.

The Register of Members and the Share Transfer Books of the Company will remain closed from Saturday, September 7, 2024 to Friday, September 13, 2024 (both dates inclusive).
The Company has fixed Friday, September 6, 2024 as the “Record Date” for determining entitlement of Members to Dividend for the financial year ended March 31, 2024, if approved at the AGM.
Dividend on equity shares for the financial year ended March 31, 2024, as recommended by the Board of Directors, if approved at this AGM, subject to the deduction of tax at source, will be paid on or before the stipulated time. In respect of equity shares held in physical form, to all those Members whose names are on the Company’s Register of Members after giving effect to valid transfer in respect of transfer requests lodged with the Company on or before the close of business hours on Saturday, September 7, 2024.

In respect of equity shares held in electronic form, to all beneficial owners of the shares, as per details furnished by the Depositories i.e. National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”), for this purpose, as of the close of business hours on Friday, September 6, 2024.

A) Further, to receive the dividend on time, Members holding shares in physical form who have not updated their mandate for receiving the dividends directly in their bank accounts through Electronic Clearing Service or any other means are requested to send Form ISR-1 alongwith requisite details like Bank account details, PAN, Aadhar etc. to our Registrar and Share Transfer Agent (“RTA”) – KFin Technologies Limited (“KFin”), latest by Saturday, August 31, 2024.
B) Members holding shares in electronic form may please note that their bank details as furnished by the respective Depositories to the Company will be considered for remittance of dividends as per the applicable regulations of the Depositories and the Company will not entertain any direct request from such Members for change/ addition/deletion in such bank details. Accordingly, the Members holding shares in Demat form are requested to update their Electronic Bank Mandate with their respective Depository Participants (“DP”). Further, please note that instructions, if

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any, already given by Members in respect of shares held in physical form, will not be automatically applied to the dividend paid on shares held in electronic form.

Pursuant to Finance Act 2020, dividend income will be taxable in the hands of shareholders w.e.f. April 1, 2020 and the Company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates. For the prescribed rates for various categories, the shareholders are requested to refer to the Finance Act, 2020 and amendments thereof. The shareholders are requested to update their PAN with the Company/ KFIN (in case of shares held in physical mode) and depositories (in case of shares held in demat mode).

A resident individual shareholder with PAN and who is not liable to pay income tax can submit a yearly declaration in Form No. 15G/15H, to avail the benefit of non-deduction of tax at source by email to [email protected] by 6:00 p.m. IST on Saturday, August 31, 2024. Shareholders are requested to note that in case their PAN is not registered, the tax will be deducted at a higher rate of 20%.

Non-resident shareholders can avail beneficial rates under tax treaty between India and their country of residence, subject to providing necessary documents i.e. No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form 10F, any other document which may be required to avail the tax treaty benefits by sending an email to [email protected]. The aforesaid declarations and documents need to be submitted by the shareholders by 6:00 p.m. IST on Saturday, August 31, 2024.
Members holding shares in demat form are hereby informed that the bank registered with their respective Depository Participant with whom they maintain their account will be used by the Company for the payment of the dividend.
Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_ RTAMB/P/CIR/2022/8 dated January 25, 2022, has mandated the listed companies to issue securities in dematerialized form only while processing service requests viz. Issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/ exchange of securities certificate; endorsement; sub-division/splitting of securities certificate; consolidation of securities certificates/folios; transmission and transposition. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR – 4, the format of which is available on the Company’s website at http://

ndlventures.in/investors/investors-assistance/ and on the website of the Company’s Registrar and Transfer Agents, KFin Technologies Limited (“KFIN”) at https://ris.kfntech.com/ clientservices/isc/isrforms.aspx. For the details of the required forms and documents, please refer to the Frequently Asked Question (FAQ) provided on the link https://ris.kfntech.com/faq. html . It may be noted that any service request can be processed only after the folio is KYC Compliant.

In the past, SEBI had mandated the submission of PAN, KYC details and nomination by holders of physical securities by October 1, 2023, and linking PAN with Aadhaar by June 30, 2023 vide its circular dated March 16, 2023. Shareholders are requested to submit their PAN, KYC and nomination details to the Company’s RTA, KFin Technologies Limited, at einward.ris@ kfntech.com. The forms for updating the same are available at http://ndlventures.in/investors/ investors-assistance/. Members holding shares in electronic form are, therefore, requested to submit their PAN to their DP.

In case a holder of physical securities fails to furnish PAN and KYC details before October 1, 2023 or link their PAN with Aadhaar before June 30, 2023, in accordance with the SEBI circular dated March 16, 2023, RTA is obligated to freeze such folios. The securities in the frozen folios shall be eligible to receive payments (including dividend) and lodge grievances only after furnishing the complete documents.

Effective from April 01, 2024, physical security holders will not be eligible to receive dividend in physical mode. If the securities continue to remain frozen as on December 31, 2025, the RTA/ the Company shall refer such securities to the administering authority under the Benami Transactions (Prohibitions) Act, 1988, and / or the Prevention of Money Laundering Act, 2002.

Please note that SEBI vide its circulars dated November 17, 2023 has amended the earlier issued circulars in relation to furnishing PAN, KYC details and Nomination, the term ‘freezing / frozen’ has been deleted in respect of folios in which PAN / KYC/ Nomination details are not available.

As per Section 72 of the Act, the facility for submitting nominations is available for members in respect of the shares held by them. Members are requested to submit these details to their DP in case the shares are held by them in electronic form, and to the RTA, in case the shares are held in physical form by following the below process filling up and submitting the following forms to the RTA:

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Details of nomination-Type of Form to be filled in Declaration for opting out Form ISR-3 of Nomination by holders of physical securities For nomination as provided in Form SH-13 Rule 19(1) of the Companies (Share Capital and Debentures) Rules, 2014 Cancellation or variation of Form SH-14 nomination by the holder(s)

We urge members to support our commitment to environmental protection / Green Initiative by choosing to receive the Company’s communication through email. Members holding shares in demat mode, who have not registered their email addresses are requested to register their email addresses with their respective DP, and members holding shares in physical mode are requested to update their email addresses with the Company’s RTA, KFin Technologies Limited at einward.ris@kfntech. com, to receive copies of the Annual Report 2023-24 in electronic mode and for other communications by email. Members may follow the process detailed below for registration of email ID to obtain the report and update of bank account details for the receipt of dividend.

Type of	Process to be followed -For
holder	availing the following investor
of	services, send a written request in
shares	the prescribed forms to the RTA of
	the Company, KFin Technologies
	Limited either by email to einward. [email protected] or by post to KFin
	Technologies Limited, Unit: NDL Ventures Limited , Selenium Tower B, Plot 31-32, Financial District,
	Nanakramguda, Serilingampally Mandal, Hyderabad-500 032
Physical	Form for availing investor services to register PAN, Form ISR-1
	email address, bank details
	and other KYC details or
	changes / update thereof
	for securities held in
	physical mode
Demat	Update of signature of securities holder/ Confrmation of Signature of securities holder by the Banker Form ISR-2 Please contact your DP and register your email address and bank account details in your demat account, as -
	per the process advised by
	your DP

Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company or KFIN, the details of such folios together with the share certificates along with the requisite KYC Documents for consolidating their holdings in one folio. Request for consolidation of share certificates shall be processed in dematerialized form.
In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote during the AGM.
Any query relating to financial statements for the financial year ended March 31, 2024 must be sent to the Company’s registered email id at [email protected] or at the Company’s registered office at least seven days before the date of the AGM. The same will be replied by the Company suitably.
Members are requested to intimate, indicating their folio number or Depository Participant (DP) ID and Client ID Numbers, the changes, if any, pertaining to their bank details, National Electronic Clearing Service (NECS), Electronic Clearing Service (ECS), mandates, nominations, power of attorney, change of address, e-mail address, contact numbers, etc., to their DP in case the shares are in dematerialized form; and in case, shares are held in physical form to the Company’s Registrar and Share Transfer Agent (RTA), KFin Technologies Limited (“KFIN”), Selenium Tower B, Plot Nos. 31 & 32 | Financial District, Nanakramguda | Serilingampally Mandal | Hyderabad -500032 | India P: 040671621525. E-mail: premkumar.nair@kfntech. com or [email protected], Changes intimated to the DP will then be automatically reflected in the Company’s records which will help the Company and the Company’s RTA, to provide efficient and better services for payment of dividend.
Members are requested to note that dividends, if not encashed for a period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund (IEPF). Further, as per Section 124(6) of the Act, read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) as amended from time to time, all shares in respect of which dividend has not been paid/ claimed for a period of seven consecutive years are also liable to be transferred to the demat account of the IEPF. In view of this, Members who have so far not encashed their dividend for the financial

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year, 2016-17, 2017-18, 2018-19, 2019-20, 2020-21, 2021-22 and 2022-23 are requested to make their claims forthwith to RTA.

the same from the IEPF Authority by submitting an online application in the prescribed web form IEPF-5 available on www.iepf.gov.in.

Pursuant to provisions of Sections 124 and 125 of the Act read with the IEPF Rules, dividends, if not claimed for a period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund (“IEPF”).

Details of unpaid / unclaimed dividend transferred to IEPF are as under:

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----- Start of picture text -----

Sr. Unpaid/ Date of Amount
No. Unclaimed Transfer transferred
dividend to IEPF
for financial ( ` )
year
----- End of picture text -----

1.	2005-2006	November 27, 2014	2,95,910
2.	2007-2008 (Interim)	June 10, 2015	2,34,930
3.	2008-2009	September	2,16,310
		20, 2016
4. 5.	2009-2010 2010-2011	September 14, 2017 September 28, 2018	1,78,520 2,20,313
6.	2011-2012	October	3,25,785
		01, 2019
7. 8.	2012-2013 2013-2014	September 15, 2020 November	2,66,780 3,57,240
		10, 2021
9.	2014-2015	October	4,09,860
		22, 2022
10.	2015-2016 (interim)	May 18, 2023	4,72,903

The Company will transfer the unpaid/ unclaimed dividend amounting to approximately ` 4,05,370/- (Rupees Four Lakhs Five Thousand Three Hundred and Seventy Only) to the IEPF for the financial year 2016-17 in the month of October 2024, pursuant to the provisions of Section 124 of the Act and also transfer approximately 1063 equity shares of 29 members to the IEPF Authority as per Section 124 of the Act, in the month of November 2024. The details of the same are uploaded on the website of the Company at https://www.ndlventures.in/investors/ unclaimed-dividend/.
In the event of transfer of unclaimed dividend and shares to IEPF, members are entitled to claim
The voting rights on the shares lying with the IEPF shall remain frozen until the rightful owner of such shares claims the shares.
The members can join the AGM in the VC/ OAVM mode 30 minutes before or after the scheduled time for the commencement of the meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large shareholders (shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairperson of the Audit Committee, Statutory Auditors etc. who are allowed to attend the AGM without restriction.
The register of directors and key managerial personnel (KMP) and their shareholding, maintained under Section 170 of the Act, and the register of contracts or arrangements in which the directors are interested, maintained under Section 189 of the Act, will be available for inspection electronically by the members during the AGM. All the documents referred to in the Notice and accompanying explanatory statement are available for inspection through electronic mode on the basis of the request being sent on [email protected] up to last working day prior to the date of the AGM i.e. Thursday, September 12, 2024.
To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address or demise of any Member as soon as possible. Members are also advised not to leave their Demat account(s) dormant for long. Periodic statements of holdings should be obtained from the concerned Depository Participant and holdings should be verified from time to time.
Members will be provided with the facility for voting through an electronic voting system during the video conferencing proceedings at the AGM and Members participating at the AGM, who have not already cast their vote by remote e-Voting, will be eligible to exercise their right to vote during such proceedings of the AGM. Members who have cast their vote by remote e-voting prior to the AGM will also be eligible to participate at the AGM but shall not be entitled to cast their vote again on such resolutions for which the member has already cast the vote through remote e-Voting.

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The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting, by use of e-voting system for all those Members who are present during the AGM through VC/OAVM but have not cast their votes by availing the remote e-voting facility. The e-voting module during the AGM shall be disabled by NSDL for voting 15 minutes after the conclusion of the Meeting.
The Board of Directors of the Company, at their meeting held on August 8, 2024, has appointed Ms. Rupal Jhaveri, Practicing Company Secretary (FCS No. 5441, CP No. 4225) address: 207, 2nd Floor, Regent Chambers, 208, Jamnalal Bajaj Road, Nariman Point, Mumbai- 400 021. Tel.: 022 4344 0123 Email: [email protected] as the Scrutinizer for conducting the e-voting process in a fair and transparent manner and she has communicated her willingness to be appointed and will be available for the said purpose.
The Scrutinizer shall, immediately after the conclusion of voting at the AGM, unblock the votes cast through remote e-voting (votes cast during the AGM and votes cast through remote e-voting) and will submit a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same. The results will be announced within two working days on or before September 17, 2024.
The result declared along with the Scrutinizer’s Report shall be placed on the Company’s website at www.ndlventures.in, on the website of NSDL at https://www.evoting.nsdl.com and website of RTA at www.kfntech.com immediately. The Company shall simultaneously forward the results to National Stock Exchange of India Limited and BSE Limited, where the shares of the Company are listed.
Shareholders, who would like to express their views/have questions may send their questions in advance mentioning their name, demat account number/folio number, email id, mobile number at [email protected]. The same will be replied by the Company suitably either in advance or at the time of AGM.

38. SPEAKER SHAREHOLDER REGISTRATION:

Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered e-mail address mentioning their name, DPID and Client ID/ Folio number, PAN, mobile number

at [email protected] from Thursday, September 5, 2024 (9.00 a.m. IST) to Tuesday, September 10, 2024 (5.00.p.m. IST). Those members who have registered themselves as a speaker will only be allowed to express their views/ask questions question during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

When a pre-registered speaker is invited to speak at the meeting, but he / she does not respond, the next speaker will be invited to speak. Accordingly, all speakers are requested to get connected to a device with a video/ camera along with good Internet speed.

Members who need assistance before or during the AGM, can contact Ms. Prajakta Pawale, Senior Manager, NSDL at [email protected] contact no.: 022 - 4886 7000.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING ANNUAL GENERAL MEETING (EVEN - 129949) ARE AS UNDER:

The remote e-voting period begins on Monday, September 9, 2024 at 09:00 a.m. and ends on Thursday, September 12, 2024 at 05:00 p.m. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on cut off date i.e. September 6, 2024, may cast their vote electronically. The voting rights of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being September 6, 2024.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system

A. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

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Type of shareholders Login Method Individual Shareholders 1. Existing IDeAS user can visit the e-Services website of NSDL Viz. holding securities in https://eservices.nsdl.com either on a Personal Computer or on demat mode with NSDL. a mobile. On the e-Services home page click on the “ Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/ IdeasDirectReg.jsp
Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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NDL Ventures Limited | Notice AGM 2023-2024

Type of shareholders Login Method Individual Shareholders 1. Users who have opted for CDSL Easi / Easiest facility, can login holding securities in through their existing user id and password. Option will be made demat mode with CDSL available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.
After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.
If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

Individual Shareholders You can also login using the login credentials of your demat account (holding securities in through your Depository Participant registered with NSDL/CDSL for demat mode) login e-Voting facility. upon logging in, you will be able to see e-Voting option. through their depository Click on e-Voting option, you will be redirected to NSDL/CDSL Depository participants site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

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----- Start of picture text -----

Login type Helpdesk details
----- End of picture text -----

Individual	Shareholders	holding	Members facing any technical issue in login can contact NSDL
securities	in demat mode with NSDL		helpdesk by sending a request [email protected] call at
			022 - 4886 7000
Individual	Shareholders	holding	Members facing any technical issue in login can contact CDSL
securities	in demat mode with CDSL		helpdesk by sending a request athelpdesk.evoting@cdslindia.
			comor contact at 1800-21-09911.

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NDL Ventures Limited | Notice AGM 2023-2024

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.
Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.
Now you are ready for e-Voting as the Voting page opens.
Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
Upon confirmation, the message “Vote cast successfully” will be displayed.
You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution / Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to rupal@ csrdj.com with a copy marked to evoting@nsdl. com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-Voting” tab in their login.
It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct
In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 and or send a request to (Name of NSDL Official) at [email protected]

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to investors@ ndlventures.in.
In case, shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e.
Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in demat mode .
Alternatively, shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

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NDL Ventures Limited | Notice AGM 2023-2024

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:

The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.
Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.
The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/OAVM” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/ Member login where the EVEN (EVEN - 129949) of Company will be displayed. Please note that the members who do not have the User ID and

Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

Members are encouraged to join the Meeting through Laptops for better experience.
Further, the Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
Please note that participants connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is, therefore, recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name, demat account number/folio number, email id, mobile number at [email protected] . The same will be replied by the company suitably.

By order of the Board of Directors

Sd/-

Ashish Pandey Company Secretary

Place: Mumbai Date: August 08, 2024

: Registered Office

IN CENTRE, 49/50, MIDC, 12th Road Andheri (East), Mumbai - 400 093 Tel: (+91 22) 28208585 Email Id: [email protected] Website: www.ndlventures.in

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Annexure I to the Notice

As required by Section 102 of the Companies Act, 2013, the following explanatory statement sets out material facts relating to the special business mentioned under Item No. 4 to Item No.9 of the accompanying Notice and should be taken as forming part of the Notice.

Item No. 4: Appointment of Mr. Debabrata Sarkar (DIN:02502618) as Independent Director

Mr. Anil Harish (DIN: 00001685) who has been on the Board of our Company for over a decade has taken a decision to resign from the Board of the Company vide his resignation letter dated July 8, 2024 due to his pre-occupation on the Boards of various other companies and his busy engagements in the charitable work he is carrying out with respect to different colleges and educational institutions supported by him and his family. During his tenure, he was Chairman of the Audit Committee and Nomination & Remuneration Committee and Member of the Risk Management Committee. The Board places on record its appreciation for all the valuable support and guidance provided by Mr. Anil Harish to the Board and the management during his tenure as the Independent Director of the Company.

In accordance with the Regulations 17(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the Board of Directors of the top 2000 listed entities shall comprise of not less than six directors. After resignation of Mr. Anil Harish, the Board of the Company had five directors, therefore, the Company was required to appoint one more director on the Board of the Company.

Accordingly, the Board of Directors of the Company on the recommendation of Nomination and Remuneration Committee, at its meeting held on August 08, 2024, appointed Mr. Debabrata Sarkar (DIN:02502618) as an Additional Director in the capacity of Independent Director of the Company with effect from August 08, 2024. In accordance with the provisions of Section 161 of Companies Act, 2013, Mr. Debabrata Sarkar shall hold office up to the date of this Annual General Meeting and is eligible to be appointed as Independent Director for a total term of five years commencing from August 08, 2024 to August 07, 2029.

The Company has, in terms of Section 160(1) of the Act, received in writing a notice from a Member, proposing his candidature for the office of Director. Pursuant to Section 152 of the Companies Act, 2013 (‘the Act’), Mr. Debabrata Sarkar has given his consent to act as a Director of the Company. The Company has received a declaration from Mr. Debabrata Sarkar to the effect that he meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.

Brief Profile

Mr. Debabrata Sarkar, a Master of Commerce and a holder of distinctive qualifications of FCA and CAIIB, is the former Chairman & Managing Director of Union Bank of India over the period from April 2012 till November 2013. Prior to that, Shri Sarkar was the Executive Director (Wholetime) of Allahabad Bank from 2009 to 2012. Having an illustrious professional career, during his earlier assignment with Bank of Baroda, Shri Sarkar gradually grew from the position of Manager (Credit) to the level of a General Manager.

His long career as a successful banker saw him handling various other significant responsibilities as the Director on the Board of Central Depository Securities Ltd, Mumbai; Director on the Board of Bank of Baroda (Botswana) Ltd.; Director on the Board of Bank of India; Director on the Board of All Bank Finance Ltd.; Chairman of the Banking Advisory Board, Welingker Institute of Management & Research, Mumbai; Non- Executive Chairman of Union KBC Ltd and Star Union Dai-Ichi Life Insurance Co. Ltd.; Member of Governing Board of the Institute of Banking Personnel Selection (IBPS), Mumbai and Empowered Committee on ECB, RBI; Independent External Monitor of NABARD and EXIM Bank, and many more.

A proud recipient of industry awards like the Financial Inclusion Award 2013-Person of the Year by Skotch Group and Excellence in Financial Communication Award for the year 2012 by Association of Business Communicators of India, Shri Sarkar holds the distinction of being appointed as the Independent Director on boards of various companies like VistraITCL (India) Ltd. and Hinduja Leyland Finance Ltd etc.

He also serves as Independent Director of BOI Merchant Bankers Limited, Easy Home Finance Limited, Emami Limited, IDL Explosives Limited, Aditya Birla Sun Life Insurance Company Ltd, and GOCL Corporation Limited.

Further details of Mr. Debabrata Sarkar have been provided in Annexure - II of this Notice.

In the opinion of the Board, Mr. Debabrata Sarkar fulfils the conditions specified in the Act and SEBI Listing Regulations for appointment as Independent Director and is independent of the management of the Company. The terms and conditions of his appointment shall be open for inspection by the Members at the Registered Office of the Company during the normal business hours on any working day (except Saturday and Sunday).

The Board considers that his association would be of immense benefit to the Company, and it is desirable to avail services of Mr. Debabrata Sarkar as Independent Director. Accordingly, the Board, based on the recommendation of the Nomination and Remuneration Committee, recommends the

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NDL Ventures Limited | Notice AGM 2023-2024

resolution in relation to appointment of Mr. Debabrata Sarkar as Independent Director, for the approval by the Members of the Company.

In compliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Mr. Debabrata Sarkar as Independent Director is now being placed before the Members for their approval. The Board recommends the Resolution at Item No. 4 of this Notice for approval of the Members.

Except Mr. Debabrata Sarkar, none of the Directors and Key Managerial Personnel of the Company and their respective relatives are, in any way, concerned or interested, in the Resolution set out at item No. 4 of this Notice.

Item No.: 5– Approval of Material Related Party Transaction(s) with Hinduja Realty Ventures Limited

As per the provisions of Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), all material related party transactions, require the prior approval of shareholders through an Ordinary Resolution, even though, they are on arm’s length basis and in the ordinary course of business. With effect from April 1, 2022, as per Regulation 23 of SEBI Listing Regulations, a Related Party Transaction will be considered ‘material’ if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year by the Company and/or by its subsidiaries, exceeds ` 1,000 crores or 10% of the annual consolidated turnover of the Company as per the last audited financial statements of the Company, whichever is lower (“Materiality Threshold”).

In the financial year 2024-25, the Company proposes to enter into a related party transaction with Hinduja Realty Ventures Limited (“HRVL”), forming part of Promoter Group of the Company, on mutually agreed terms and conditions, on arm’s length basis and in the ordinary course of business, and the aggregate of such transaction(s), together with the transactions already entered into are expected to cross the Materiality Threshold. Accordingly, as per the SEBI Listing Regulations, prior approval of the shareholders is being sought through Ordinary Resolution for all such transaction(s) /contract(s) / arrangement(s) / agreement(s) to be entered by the Company with HRVL. The approval of Shareholders was taken through the process of postal ballot on March 20, 2024, in respect of material related party transactions to be entered during the period from April 1, 2024 to September 30, 2024 or till the date of the Annual General Meeting to be held in the financial year 2024-25 whichever is earlier.

Since, the said validity of the shareholder’s approval on the material related party transaction is expiring on the date of this ensuing Annual General Meeting,

approval of the shareholders is needed for further period commencing from September 14, 2024.

The management has provided the Audit Committee with the relevant details, as required under the laws, of the proposed Related Party Transaction(s). The Audit Committee, after reviewing all necessary information, has granted approval for entering into Related Party Transaction(s) with HRVL for an aggregate value up to ` 250 Crores during the period from September 14, 2024 to September 13, 2025 or till the date of the Annual General Meeting to be held in the financial year 2025-26 whichever is earlier. The Committee has noted that the said transaction(s) will be on arms’ length basis and in the ordinary course of business of the Company.

Accordingly, on the basis of the review and approval of the Audit Committee, the Board of Directors recommend the resolution contained in Item No. 5 of the accompanying Notice to the shareholders for approval. The details as required under Regulation 23(4) of the SEBI Listing Regulations read with SEBI Circular bearing reference no. SEBI/HO/CFD/ CMD1/CIR/P/2021/662 dated November 22, 2021 are set forth in “Annexure III”

Background, details and benefits of the transaction(s):

A land parcel of approximately 47 acres situated at Bengaluru, in the State of Karnataka, is owned by the Company and is classified as ‘inventory’ in its books of account, as part of its “Real Estate” business segment. The Company has been contemplating disposal of this land parcel and is in talks with various parties for the same. The land is subject to legal disputes which the Company is in the process of resolving. In the process of the sale of this land parcel, one of the parties, which may be interested in purchase of this land parcel with or without continuing legal disputes, could be Hinduja Realty Ventures Limited. This transaction of sale of land might take place during the period from September 14, 2024 to September 13, 2025 or till the date of the Annual General Meeting to be held in the financial year 2025-26 whichever is earlier, with Hinduja Realty Ventures Limited, one of the related parties of the Company at arm’s length basis and in the ordinary course of business. The sale of such land parcel will help the Company in encashing its investment in land, as the Company now proposes to re-position itself on financial services.

Item No.: 6– Approval of Material Related Party Transaction(s) with Hinduja Global Solutions Limited

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NDL Ventures Limited | Notice AGM 2023-2024

Background, details and benefits of transaction(s):

basis and in the ordinary course of business. With effect from April 1, 2022, as per Regulation 23 of SEBI Listing Regulations, a Related Party Transaction will be considered ‘material’ if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year by the Company and/or by its subsidiaries, exceeds ` 1,000 crores or 10% of the annual consolidated turnover of the Company as per the last audited financial statements of the Company, whichever is lower (“Materiality Threshold”).

In the financial year 2024-25, the Company proposes to enter into certain related party transaction with Hinduja Global Solutions Limited Company (“HGSL”), an entity under common control with the Company, on mutually agreed terms and conditions, on arm’s length basis and in the ordinary course of business, and the aggregate of such transaction(s), together with the transactions already entered into are expected to cross the Materiality Threshold. Accordingly, as per the SEBI Listing Regulations, prior approval of the shareholders is being sought through Ordinary Resolution for all such transaction(s) /contract(s) / arrangement(s) / agreement(s) to be entered by the Company with HGSL. The approval of Shareholders has already been taken through the process of postal ballot on March 20, 2024, in respect of material related party transactions entered during the period from April 1, 2024 to September 30, 2024 or till the date of the Annual General Meeting to be held in the financial year 2024-25 whichever is earlier.

Since, the said validity of the shareholder’s approval on the material related party transaction is expiring on the date of this ensuing Annual General Meeting, approval of the shareholders is needed for further period commencing from September 14, 2024.

The management has provided the Audit Committee with the relevant details, as required under the laws, of the proposed Related Party Transaction(s). The Audit Committee, after reviewing all necessary information, has granted approval for entering into Related Party Transaction(s) with HGSL for an aggregate value up to ` 20 Crores to be entered during the period from September 14, 2024 to September 13, 2025 or till the date of the Annual General Meeting to be held in the financial year 2025-26 whichever is earlier. The Committee has noted that the said transaction(s) will be on arms’ length basis and in the ordinary course of business of the Company.

Accordingly, on the basis of the review and approval of the Audit Committee, the Board of Directors recommend the resolution contained in Item No. 6 of the accompanying Notice to the shareholders for approval. The details as required under Regulation 23(4) of the SEBI Listing Regulations read with SEBI Circular bearing reference no. SEBI/HO/CFD/ CMD1/CIR/P/2021/662 dated November 22, 2021 are set forth in “Annexure III”.

The Company proposes to enter into transaction(s) with Hinduja Global Solutions Limited during the period from September 14, 2024 to September 13, 2025 or till the date of the Annual General Meeting to be held in the financial year 2025-26 whichever is earlier, such as receipt of services, rent and maintenance charges etc. These transactions will be on arm’s length basis and in the ordinary course of business. During the previous financial year 2023-24, the Company had entered into various transactions with HGSL, such as rendering/ receipt of services, rent and maintenance charges payable, etc., for which shareholders’ approval was taken.

Item No.: 7– Approval of Material Related Party Transaction(s) with IndusInd Media & Communications Limited

In the financial year 2024-25, the Company proposes to enter into certain related party transaction with IndusInd Media & Communications Limited (“IMCL”), an entity under common control with the Company, on mutually agreed terms and conditions, on arm’s length basis and in the ordinary course of business, and the aggregate of such transaction(s), together with the transactions already entered into are expected to cross the Materiality Threshold. Accordingly, as per the SEBI Listing Regulations, prior approval of the shareholders is being sought through Ordinary Resolution for all such transaction(s) /contract(s) / arrangement(s) / agreement(s) to be entered by the Company with IMCL. The approval of Shareholders has already been taken through the process of postal ballot on March 20, 2024, in respect of material related party transactions entered during the period from April 1, 2024 to September 30, 2024 or till the date of the Annual General Meeting to be held in the financial year 2024-25 whichever is earlier.

Since, the said validity of the shareholder’s approval on the material related party transaction is expiring

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NDL Ventures Limited | Notice AGM 2023-2024

on the date of this ensuing Annual General Meeting, approval of the shareholders is needed for further period commencing from September 14, 2024.

The management has provided the Audit Committee with the relevant details, as required under the laws, of the proposed Related Party Transaction(s), including material terms and basis of pricing. The Audit Committee, after reviewing all the necessary information, has granted approval for entering into Related Party Transaction(s) with IMCL for an aggregate value up to ` 30 Crores to be entered during the period from September 14, 2024 to September 13, 2025 or till the date of the Annual General Meeting to be held in the financial year 2025-26 whichever is earlier .The Committee has noted that the said transaction(s) will be on arms’ length basis and in the ordinary course of business of the Company.

Accordingly, on the basis of the review and approval of the Audit Committee, the Board of Directors recommend the Ordinary Resolution contained in Item No. 7 of the accompanying Notice to the shareholders for approval. The details as required under Regulation 23(4) of the SEBI Listing Regulations read with SEBI Circular bearing reference no. SEBI/ HO/CFD/CMD1/CIR/P/2021/662 dated November 22, 2021 are set forth in “Annexure III.”

Background, details and benefits of transaction(s):

The Company proposes to enter into transaction(s) with IndusInd Media & Communications Limited during the period from September 14, 2024 to September 13, 2025 or till the date of the Annual General Meeting to be held in the financial year 2025-26 whichever is earlier, such as receipt of services, rent and maintenance charges etc. These transactions will be on arm’s length basis and in the ordinary course of business. During the previous financial year 2023- 24, the Company had entered into various transactions with IMCL such as rendering/ receipt of services, rent and maintenance charges payable, etc., for which shareholders’ approval was taken.

Item No.: 8– Approval of Material Related Party Transaction(s) with IN Entertainment (India) Limited.

the Company and/or by its subsidiaries, exceeds ` 1,000 crores or 10% of the annual consolidated turnover of the Company as per the last audited financial statements of the Company, whichever is lower (“Materiality Threshold”).

In the financial year 2024-25, the Company proposes to enter into certain related party transaction with IN Entertainment (India) Limited (“INEL”), an entity under common control with the Company, as mentioned below, on mutually agreed terms and conditions, on arm’s length basis and in the ordinary course of business, and the aggregate of such transaction(s), together with the transactions already entered into are expected to cross the Materiality Threshold. Accordingly, as per the SEBI Listing Regulations prior approval of the shareholders is being sought through Ordinary Resolution for all such transaction(s) / contract(s) / arrangement(s) / agreement(s) to be entered by the Company with INEL. The approval of Shareholders has already been taken through the process of postal ballot on March 20, 2024, in respect of material related party transactions entered during the period from April 1, 2024 to September 30, 2024 or till the date of the Annual General Meeting to be held in the financial year 2024-25 whichever is earlier.

The management has provided the Audit Committee with the relevant details, as required under the laws, of the proposed Related Party Transaction(s). The Audit Committee, after reviewing all necessary information, has granted approval for entering into Related Party Transaction(s) with INEL for an aggregate value up to ` 20 crores to be entered during the period from September 14, 2024 to September 13, 2025 or till the date of the Annual General Meeting to be held in the financial year 2025-26 whichever is earlier. The Committee has noted that the said transaction(s) will be on arms’ length basis and in the ordinary course of business of the Company.

Accordingly, on the basis of the review and approval of the Audit Committee, the Board of Directors recommend the Ordinary Resolution contained in Item No. 8 of the accompanying Notice to the shareholders for approval. The details as required under Regulation 23(4) of the SEBI Listing Regulations read with SEBI Circular bearing reference no. SEBI/ HO/CFD/CMD1/CIR/P/2021/662 dated November 22, 2021 are set forth in “Annexure III”.

Background, details and benefits of transaction(s):

The Company proposes to enter into transaction(s) with IN Entertainment (India) Limited during the period from September 14, 2024 to September 13,

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NDL Ventures Limited | Notice AGM 2023-2024

2025 or till the date of the Annual General Meeting to be held in the financial year 2025-26 whichever is earlier such as receipt of services, rent and maintenance charges etc. These transactions will be on arm’s length basis and in the ordinary course of business. During the previous financial year 2023-24, the Company had entered into various transactions with INEL such as rendering / receipt of services, rent and maintenance charges payable, etc., for which shareholders’ approval was taken.

Item No.: 9– Approval of Material Related Party Transaction(s) with OneOTT Intertainment Limited.

In the financial year 2024-25, the Company proposes to enter into certain related party transaction with ONEOTT Intertainment Limited (“ONEOTT”), an entity under common control with the Company, on mutually agreed terms and conditions, on arm’s length basis and in the ordinary course of business, and the aggregate of such transaction(s), together with the transactions already entered into, are expected to cross the Materiality Threshold. Accordingly, as per the SEBI Listing Regulations, prior approval of the shareholders is being sought through Ordinary Resolution for all such transaction(s) /contract(s) / arrangement(s) / agreement(s) to be entered by the Company with ONEOTT. The approval of Shareholders has already been taken through the process of postal ballot on March 20, 2024, in respect of material related party transactions entered during the period from April 1, 2024 to September 30, 2024 or till the date of the Annual General Meeting to be held in the financial year 2024-25 whichever is earlier.

The management has provided the Audit Committee with the relevant details, as required under the laws, of the proposed Related Party Transaction(s). The Audit Committee, after reviewing all the necessary information, has granted approval for entering into Related Party Transaction(s) with ONEOTT for an aggregate value up to ` 30 crores to be entered during the period from September 14, 2024 to September 13, 2025 or till the date of the Annual General Meeting to be held in the financial year 2025-26 whichever is earlier. The Committee has noted that the said transaction(s) will be on arm’s length basis and in the ordinary course of business of the Company.

Accordingly, on the basis of the review and approval of the Audit Committee, the Board of Directors recommend the Ordinary Resolution contained in Item No. 9 of the accompanying Notice to the shareholders for approval. The details as required under Regulation 23(4) of the SEBI Listing Regulations read with SEBI Circular bearing reference no. SEBI/ HO/CFD/CMD1/CIR/P/2021/662 dated November 22, 2021 are set forth in “Annexure III”.

Background, details and benefits of transaction(s):

The Company proposes to enter into transaction(s) with ONEOTT Intertainment Limited during the period from September 14, 2024 to September 13, 2025 or till the date of the Annual General Meeting to be held in the financial year 2025-26 whichever is earlier such as receipt of services, rent and maintenance charges etc. These transactions will be on arm’s length basis and in the ordinary course of business. During the previous financial year 2023-24, the Company had entered into various transactions with ONEOTT such as rendering/ receipt of services, rent and maintenance charges payable, etc., for which shareholders’ approval was taken.

By order of the Board of Directors

Sd/-

Ashish Pandey Company Secretary

Place: Mumbai Date: August 08, 2024

Registered Office:

IN CENTRE, 49/50, MIDC, 12th Road Andheri (East), Mumbai - 400 093 Tel: (+91 22) 28208585 Email Id : [email protected] Website : www.ndlventures.in

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NDL Ventures Limited | Notice AGM 2023-2024

Annexure II to the Notice

Details of Director pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of the Secretarial Standard-2.

a) Appointment of Mr. Sudhanshu Kumar Tripathi, who is liable to retire by rotation

Name	Mr. Sudhanshu Kumar Tripathi
Date of Birth/Age	June 07, 1959(65 Years)
Director Identifcation Number	06431686
Nature of appointment	Non- Executive(Non -Independent)Director
Qualifcation	B.E., M.B.A
Experience and expertise in specifc functional Area	Mr. Sudhanshu Tripathi is a member of Hinduja Group’s apex Global Leadership. Apart from collective leadership responsibilities, he oversees: i) Board Governance, efectiveness and assessment process ii) Group Human Capital Strategy & Execution iii) Group leadership lifecycle. He is Director on Board of GOCL Corporation Ltd., Hinduja Global Solutions Ltd., Hinduja Leyland Finance Ltd. and IDL Explosives Ltd. He is a seasoned HR professional with over 38 years of work experience; 23 of them at leadership level. He has had direct exposure of Telecom, IT, Engineering, Metal, Power, Financial Sources, Media and other diversifed domains and brings a strong business perspective to his work. He has worked as a shop foor Engineer, IT Specialist, Management Development Professional before choosing HR as career. He specializes in very large and diversifed multi location conglomerates.
Terms and conditions of appointment	Retire by Rotation:
	Liable to Retire byRotation.
	Duties:
	To adhere asprovided under Section 166 of the Act.
	Code of Conduct:
	Abide bythe Code of Conduct devised bythe Company.
Date of frst appointment on the Board	August 4, 2015
Relationship with Directors and Key Managerial Personnel	Not related to any other Director / Key Managerial Personnel
Attendance at the Board Meetings duringthe fnancialyear 2023-24	Attended all the Board Meetings (04) held in the fnancial year 2023-24.
Listed entities from which he has resigned in thepast 3(three) years	Nil
Board Membership of Listed Companies as on March 31, 2024	GOCL Corporation Limited Hinduja Global Solutions Limited
List of other Public Limited Companies(in India) in which Directorships are held as on date	IDL Explosives Limited Hinduja Leyland Finance Limited
Chairmanship/Membership of the Committees of board in other Companies as on date(includes only Audit Committee and Stakeholders’ Relationship Committee)	1. Stakeholder Relationship & Share Transfer Committee of GOCL as Chairman. 2. Audit Committee of Hinduja Global Solutions Limited as a Member. 3. Stakeholder Relationship Committee of Hinduja Leyland Finance Limited as Chairman.
Shareholdingin NDL Ventures Limited	NIL
Shareholdingas a benefcial owner	NIL

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NDL Ventures Limited | Notice AGM 2023-2024

b) Appointment of Mr. Debabrata Sarkar (DIN: 02502618), as Independent Director

Name Mr. Debabrata Sarkar Date of Birth/Age November 03, 2024 (70 Years) 02502618 Director Identification Number Nature of appointment Appointment as Independent Director Qualification M. Com., FCA and CAIIB. Experience and expertise in specific Mr. Debabrata Sarkar, a Master of Commerce and a holder functional Area of distinctive qualifications of FCA and CAIIB, is the former Chairman & Managing Director of Union Bank of India over the period from April 2012 till November 2013. Prior to that, Shri Sarkar was the Executive Director (Wholetime) of Allahabad Bank from 2009 to 2012. Having an illustrious professional career, during his earlier assignment with Bank of Baroda, Shri Sarkar gradually grew from the position of Manager (Credit) to the level of a General Manager. His long career as a successful banker saw him handling various other significant responsibilities as the Director on the Board of Central Depository Securities Ltd, Mumbai, Director on the Board of Bank of Baroda (Botswana) Ltd, Director on the Board of Bank of India, Director on the Board of All Bank Finance Ltd. , Chairman of the Banking Advisory Board, Welingker Institute of Management & Research, Mumbai; Non- Executive Chairman of Union KBC Ltd and Star Union Dai-Ichi Life Insurance Co. Ltd.; Member of Governing Board of the Institute of Banking Personnel Selection (IBPS), Mumbai and Empowered Committee on ECB, RBI; Independent External Monitor of NABARD and EXIM Bank, and many more. A proud recipient of industry awards like the Financial Inclusion Award 2013-Person of the Year by Skotch Group and Excellence in Financial Communication Award for the year 2012 by Association of Business Communicators of India, Shri Sarkar holds the distinction of being appointed as the Independent Director on boards of various companies like Vistra- ITCL (India) Ltd. and Hinduja Leyland Finance Ltd etc. He also serves as Independent Director of BOI Merchant Bankers Limited, Easy Home Finance Limited, Emami Limited, IDL Explosives Limited, Aditya Birla Sun Life Insurance Company Ltd, and GOCL Corporation Limited. Terms and conditions of appointment Retire by Rotation : Not Liable to Retire by Rotation. Duties: To adhere as provided under Section 166 and Schedule IV of the Act. Code of Conduct: Abide by the Code of Conduct devised by the Company. Date of appointment on the Board August 08, 2024 Relationship with Directors and Key Not related to any other Director/ Key Managerial Personnel Managerial Personnel Attendance at the Board Meetings Not Applicable during the financial year 2023-24 Listed entities from which he has Nil resigned in the past 3 (three) years Board Membership of other Listed 1. GOCL Corporation Limited. Companies as on March 31, 2024 2. Emami Limited.

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NDL Ventures Limited | Notice AGM 2023-2024

List of other Public Limited 1. IDL Explosives Limited Companies(in India) in which 2. Hinduja Leyland Finance Limited. Directorships are held as on March 3. Vistra ITCL (India) Limited . 31, 2024 4. Easy Home Finance Limited 5. Aditya Birla Sun Life Insurance Company Limited. 6. Sanathan Textiles Limited Chairmanship / Membership of the Member of Audit Committee of the following Companies: Committees of other public limited 1. GOCL Corporation Limited companies as on date (includes only 2. Emami Limited Audit Committee and Stakeholders’ 3. Aditya Birla Sun Life Insurance Company Limited Relationship Committee) 4. Hinduja Leyland Finance Limited 5.Vistra ITCL (India) Limited Chairman of Audit Committee of the following Companies: 1.Sanathan Textiles Limited 2. IDL Explosives Limited Shareholding in NDL Ventures Limited NIL Shareholding as a beneficial owner NIL Skills and capabilities required for Please refer explanatory statement for item No. 4 of this the role and the manner in which notice. Mr. Debabrata Sarkar meets such requirements:

Annexure – III to the Notice

Details of Material Related Party Transactions to be entered with related parties of NDL Ventures Limited (formerly known as NXTDIGITAL Limited) in terms of the SEBI Circular dated November 22, 2021.

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Sr. Description Hinduja Realty Hinduja Global IndusInd Media & In Entertainment (India) OneOTT
No Ventures Limited Solutions Limited Communications Limited Limited Intertainment Limited
----- End of picture text -----

1	Name of the related	Hinduja Realty	Hinduja Global	IndusInd Media &	In Entertainment (India)	One OTT
	party and its relationship	Ventures Limited,	Solutions Limited is an	Communications Limited is an	Limited is an entity under	Intertainment Limited
	with the listed entity or	forms part of	entity under common	entity under common control with	common control with the	is an entity under
	its subsidiary, including	Promoter Group	control with the	the Company.	Company.	common control with
	nature of its concern or interest (fnancial or	of the Company where Hinduja Realty	Company.			the Company.
	otherwise);	Ventures Limited holds
		7.39% of paid-up
		equity share capital.
2	Name of the director	None	Ms. Bhumika Batra, Mr.	Mr. Munesh Khanna is common	None	Mr. Munesh Khanna
	or key managerial		Anil Harish (till July 8,	Director in both the Companies.		is common Director in
	personnel (KMP) who		2024), Mr. Sudhanshu			both the Companies.
	is related, if any and		Tripathi and Mr.
	nature of relationship		Munesh Khanna are
			common Directors in
			both the Companies.
3	Type, material terms	The transaction	The transaction	The transaction involves giving	The transaction involves	The transaction
	and particulars of the	involves likely sale	involves rendering	Rent and Maintenance charges	purchase of goods and	involves rendering of
	proposed transactions;	of Land situated at	of services, receipt	for using the Company’s	rendering of services,	services, receipt of
		Bengaluru during	of services and other	property and rendering of	receipt of services	services and other
		the period from	transactions during the	services, receipt of services	and other transactions	transactions during the
		September 14, 2024	period from September	and other transactions during	during the period from	period from September
		to September 13,	14, 2024 to September	th period from September 14,	September 14, 2024	14, 2024 to September
		2025 or till the date of	13, 2025 or till the date	2024 to September 13, 2025	to September 13, 2025	13, 2025 or till the date
		next Annual general	of next Annual general	or till the date of next Annual	or till the date of next	of next Annual general
		meeting to be held in the fnancial year	meeting to be held in the fnancial year 2025-	general meeting to be held in the fnancial year 2025-26 whichever	Annual general meeting to be held in the fnancial	meeting to be held in the fnancial year
		2025-26 whichever is	26 whichever is earlier	is earlier aggregating up to`30	year 2025-26 whichever	2025-26 whichever is
		earlier aggregating up	aggregating up to`20	crores.	is earlier aggregating up	earlier aggregating up
		to`250 crores.\|crores.\|\|to`20 crores.	to`30 crores.
4	Tenure of the proposed	From September 14,	From September 14,	From September 14, 2024 to	From September 14,	From September 14,
	transaction (particular	2024 to September 13,	2024 to September 13,	September 13, 2025 or till the	2024 to September 13,	2024 to September 13,
	tenure shall be specifed)	2025 or till the date of next Annual general meeting to be held in the fnancial year	2025 or till the date of next Annual general meetting to be held in the fnancial year	date of next Annual general meetting to be held in the fnancial year 2025-26 whichever is earlier.	2025 or till the date of next Annual general meetting to be held in the fnancial year 2025-26	2025 or till the date of next Annual general meetting to be held in the fnancial year
		2025-26 whichever is	2025-26 whichever is		whichever is earlier.	2025-26 whichever is
		earlier.	earlier.			earlier.

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NDL Ventures Limited | Notice AGM 2023-2024

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5	Value of the proposed transaction; `250 crores<br>`20 crores `30 crores<br>`20 crores `30 crores
6	The percentage of the listed entity’s annual consolidated turnover, for the fnancial year 2022-23, that is represented by the value of the proposed transaction; More than 10% More than 10% More than 10% More than 10% More than 10%
7.	Percentage of the counter-party’s annual consolidated turnover that is represented by the value of the proposed RPT on a voluntary basis; Not Applicable
8	If the transaction relates to any loans, inter-corporate deposits, advances or investments made or given by the listed entity or its subsidiary: Not Applicable i) details of the source of funds in connection with the proposed transaction ii) where any fnancial indebtedness is incurred to make or give loans, inter-corporate deposits, advances or investments
	a) nature of indebtedness b) cost of funds c) tenure Not Applicable nature of indebtedness cost of funds tenure;
9	applicable terms, including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security Not Applicable
10	the purpose for which the funds will be utilized by the ultimate benefciary of such funds pursuant to the RPT. Not Applicable
11	Justifcation as to why the RPT is in the interest of the listed entity; Please refer to “Background, details and benefts of the transaction”which forms part of the explanatory statement to the resolution no. 5. Please refer to “Background, details and benefts of the transaction”which forms part of the explanatory statement to the resolution no. 6. Please refer to“Background, details and benefts of the transaction”which forms part of the explanatory statement to the resolution no. 7. Please refer to “Background, details and benefts of the transaction”which forms part of the explanatory statement to the resolution no. 8. Please refer to “Background, details and benefts of the transaction”which forms part of the explanatory statement to the resolution no. 9.
12	A copy of the valuation or other external party report, if any such report has been relied upon Not Applicable

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NDL Ventures Limited | Notice AGM 2023-2024

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13	A statement that the
	valuation or other
	external report, if any,
	relied upon by the listed
	entity in relation to the proposed transaction			Not Applicable
	will be made available
	through the registered
	email address of the
	shareholders
14	Any other information	All important	All important	All important information forms	All important information	All important
	that may be relevant	information forms	information forms	part of the statement setting out	forms part of the	information forms
		part of the statement	part of the statement	material facts, pursuant to	statement setting out	part of the statement
		setting out	setting out	Section 102(1) of the Companies	material facts, pursuant	setting out
		material facts,	material facts, pursuant	Act, 2013	to Section 102(1) of the	material facts,
		pursuant to Section	to Section 102(1) of the	forming part of this Notice.	Companies Act, 2013	pursuant to Section
		102(1) of the	Companies Act, 2013		forming part of this	102(1) of the
		Companies Act, 2013	forming part of this		Notice.	Companies Act, 2013
		forming part of this	Notice.			forming part of this
		Notice.				Notice.

Information at a glance:

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Particulars Details
----- End of picture text -----

Day, Date and Time of AGM	Friday, September 13, 2024 at 03:00p.m.(IST)
Mode	Video Conferencingand Other Audio-Visual Means
Final dividend record date	Friday, September 6, 2024
Final dividendpayment date	on or before October 17, 2024
EVEN	129949
Cut-of date for e-voting	Friday, September 6, 2024
E-votingstart time and date	9:00 a.m. IST, Monday, September 9, 2024
E-votingend time and date	5:00p.m. IST, Thursday, September 12, 2024
E-votingwebsite of NSDL	https://www.evoting.nsdl.com
Name, address, and	Contact name and address:
contact details for investors	Mr. Ashish Pandey
assistance	Company Secretary
	NDL Ventures Limited
	Registered Ofce:IN CENTRE, 49/50 MIDC,12th Road Andheri (East),
	Mumbai-400093
	Contact number:022 28208585
	Email Id:[email protected]
	Website:www.ndlventures.in
Name, address and contact	Contact name and address:
details of e-voting service	Ms. Prajakta Pawale
provider	Senior Manager
	National Securities Depository Limited,
	4th Floor, A Wing, Trade World, Kamala Mills Compound, Senapati Bapat
	Marg, Lower Parel, Mumbai 400013, India
	Contact details:
	Contact number:022 - 4886 7000
	Email ID:[email protected];[email protected]; [email protected]
Name, address and contact	Contact name and address:
details of Registrar and	Mr. Premkumar Nair
Transfer Agent	KFin Technologies Limited,
	Unit:NDL Ventures Limited, Selenium Tower B, Plot 31-32, Financial
	District, Nanakramguda, Serilingampally Mandal, Hyderabad-500 032
	Contact details:
	Contact number:1800-309-4001
	Email ID:[email protected]

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24 www.ndlventures.in

ANNUAL REPORT 2023-2024

(Formerly known as NXTDIGITAL Limited)

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The Group Founder Shri Parmanand Deepchand Hinduja

Founder of Hinduja Group, late Shri Parmanand D. Hinduja, serve as the cultural cornerstones of the businesses of the Group, leading to a synergistic and creative partnership of professional management and entrepreneurship among the Group Companies.

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Work to Give Act Local; Think Global Advance Fearlessly Word is a Bond Partnership for Growth

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ANNUAL REPORT 2023-2024

Chairman’s Message ~~03~~ Board’s Report ~~05~~ Corporate Governance Report ~~16~~ Management Discussion & Analysis Report ~~39~~ Business Responsibility & Sustainability Report ~~41~~ Auditor’s Report ~~69~~ Financial Statements

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NDL Ventures Limited | Annual Report 2023-2024

CHAIRMAN’S MESSAGE

Dear Shareholders,

Greetings to you all and hoping you and your families are in the best of health and good cheer! As always, it is a pleasure to interact with you who have been pillars of strength to this organization in its journey across businesses over the years, focussing on creating value for all stakeholders.

This is the time of the year where I get an opportunity to update you on the various developments in the Company and give you a view on what the future holds for the Company.

The Environment:

be useful to understand the environment in which your Company operates, and the influence that global and domestic events and indicators have on the Company’s future. The global economy is still struggling to maintain its recovery post-Covid because successive economic shocks have buffeted it. This is accentuated by the uncertainty caused by wars, changes in the political environment in various countries, trade sanctions etc. leading to significant uncertainty in the global arena.

The Indian economy on the other hand has maintained its resilience and has continued to show a growth trajectory. In the financial services sector, which your Company proposes to expand in, the country is speedily metamorphosing from the traditional way of providing offline financial services to a digitally driven financial services business. You would be glad to know that India has established itself as the world's third-largest fintech economy, ranking just behind the USA and the UK. The financial sector is healthy. Its balance sheet is stronger. It is willing to lend and continues to lend. These developments bode well for your Company while it makes plans to enter the financial services sector.

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Corporate Governance:

Corporate governance for the Company goes well beyond meeting mandatory compliance requirements. Transparency in dealings and good governance have become a culture in the organization. The governance framework encourages integrity, innovation, sustainability and stakeholder delight. The Company has over the decades of operations maintained highest standards of governance and conducted business with integrity and fairness. This philosophy in no small measure has contributed also to the creation of stakeholder value.

Where we are and the way forward:

As mentioned in my previous year’s message, the Company has re-positioned itself to get into and expand in the financial services sector. To give an impetus to this, the Board was re-constituted, the “Objects” clause in the Memorandum of Association was amended to provide for entry into this business and necessary application was made to the Reserve Bank of India (RBI) to get a registration as a “Non-Banking Financial Company” (NBFC). The registration as NBFC is the first step in the journey to pursue financial services business both through organic and inorganic means.

The RBI has considered our application and have raised certain relevant queries which have been clarified to them from time to time. We await further intimation from the RBI. We will keep you posted on the progress.

Post the approval of the registration as a NBFC, your Company will take steps for the Merger by Absorption of Hinduja Leyland Finance Limited into the Company.

Conclusion:

My sincere appreciation for your unstinted support to the Company over the years and hoping that you will continue to support your Company in its endeavours to create value for all stakeholders. I would also like to thank the Directors who have been providing guidance to the Company, the Management which is rigorously pursuing the plans of the Company, Employees and Associates of the company. Also, my gratitude to our Bankers, Auditors, and Advisors for their continuous help and guidance during the year to help maintain the highest standards of corporate governance, which is accorded the top priority at the Hinduja Group.

I conclude by wishing you all good health and happiness.

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Sudhanshu Tripathi Chairman

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NDL Ventures Limited | Annual Report 2023-2024

CORPORATE INFORMATION

NDL Ventures Limited

(Formerly known as NXTDIGITAL Limited) CIN NO: L65100MH1985PLC036896

Board of Directors

Mr. Sudhanshu Tripathi : Chairman- Non-Executive Director Mr. Anil Harish : Independent Director (till July 8, 2024) Ms. Bhumika Batra : Independent Director Mr. Munesh Khanna : Independent Director Mr. Debabrata Sarkar : Independent Director (w.e.f. August 8, 2024)

Mr. Sachin Pillai : Non-Executive Director Mr. Amar Chintopanth : Whole Time Director & CFO
: Whole Time Director & CFO

Board Committees

Company Secretary

Mr. Ashish Pandey

Audit Committee

Mr. Anil Harish, Chairman (till July 8, 2024) Mr. Munesh Khanna, Chairman (w.e.f. August 8, 2024) Ms. Bhumika Batra

Mr. Debabrata Sarkar (w.e.f. August 8, 2024) Mr. Sudhanshu Tripathi (till August 8, 2024) Mr. Sachin Pillai (w.e.f. August 8, 2024)

Nomination and Remuneration Committee

Mr. Anil Harish, Chairman (till July 8, 2024) Ms. Bhumika Batra, Chairperson (w.e.f. August 8, 2024) Mr. Sudhanshu Tripathi Mr. Debabrata Sarkar (w.e.f. August 8, 2024)

Listed at:

BSE Limited and National Stock Exchange of India Limited

Statutory Auditors

S K Patodia & Associates LLP Chartered Accountants Sunil Patodia Tower, J. B. Nagar, Andheri (East), Mumbai – 400 099

Solicitors and Advocates

Crawford Bayley & Co. State Bank of India Buildings, N.G.N. Vaidya Marg, Fort, Mumbai 400 001

Banker

Stakeholders Relationship Committee

Ms. Bhumika Batra, Chairperson Mr. Sudhanshu Tripathi Mr. Amar Chintopanth

Corporate Social Responsibility Committee

Mr. Munesh Khanna, Chairman Mr. Sudhanshu Tripathi Mr. Amar Chintopanth

Risk Management Committee

Ms. Bhumika Batra, Chairperson Mr. Anil Harish (till July 8, 2024) Mr. Sachin Pillai (w.e.f. January 31, 2024) Mr. Amar Chintopanth

IndusInd Bank Limited

Registered Office

IN CENTRE, 49/50, MIDC 12[th] Road, Andheri (East) Mumbai – 400 093 Tel: (+91 22) 2820 8585 Email: [email protected] Website: www.ndlventures.in

Registrar and Transfer Agent

KFin Technologies Limited Karvy Selenium, Tower B, Plot 31-32 Gachibowli Financial District Hyderabad – 500 032 Tel.:(+91 040) 67162222/67161525 Email: [email protected] Website: www.kfntech.com

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NDL Ventures Limited | Annual Report 2023-2024

BOARD’S REPORT

Dear Members,

The Board of Directors of NDL Ventures Limited (formerly known as NXTDIGITAL Limited) (“the Company”) are pleased to present the Thirty Ninth (39th) Annual Report of the Company along with the Audited Financial Statements for the financial year ended March 31, 2024.

In compliance with the applicable provisions of the Companies Act, 2013, (“the Act”) , the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) , this Board’s Report is prepared based on the Standalone Financial Statements of the Company for the year under review.

OVERVIEW OF FINANCIAL PERFORMANCE

Key highlights of the Company’s financial performance for the financial year ended March 31, 2024, are summarized as under:

summarized as under:
	(`in Lakh)
Particulars	FY 2023-24 FY 2022-23
Total income	590.15 252.11
Total expenses	410.04 224.71
Earnings before Interest, Depreciation, and taxes	180.11 27.40
Finance Costs	- -
Depreciation and Amortization	- -
Proft/(Loss) before tax from continuing operations	180.11 27.40
Tax
- Current Tax	31.55 -
- Deferred Tax	(13.02) -
Proft/(Loss)after tax for theyear.	161.58 27.40

Since the Company has no subsidiaries, the consolidated financial results are not required to be prepared and hence, not provided. The Company presently holds real estate as part of its Real Estate business segment and has invested surplus funds in inter-corporate deposits. The Company has in the previous year amended its Memorandum of Association to enable it to carry on business in the financial services sector.

The Board of Directors of the Company has proposed “Merger by Absorption” of Hinduja Leyland Finance Limited with the Company subject to shareholders and necessary statutory/regulatory approvals.

DIVIDEND

The Board of Directors, at their meeting held on April 30, 2024, recommended the payment of dividend of Re. 1 (Rupee One only) per equity share (previous year 2.00 per equity share), i.e., 10% of the face value of equity share of 10/- each for the financial year 2023-24. The proposal for such a dividend is subject to approval of the shareholders at the ensuing Annual General Meeting of the Company.

The dividend recommended is in accordance with the Dividend Distribution Policy of the Company. The

Dividend Distribution Policy, in terms of Regulation 43A of the SEBI Listing Regulations is available on the Company’s website at https://ndlventures.in/ - investors/corporate policies/

TRANSFER TO RESERVES

No amount has been proposed to be transferred to the General Reserve during the financial year ended March 31, 2024.

CHANGES IN SHARE CAPITAL

The paid-up equity capital of the Company as on March 31, 2024, was 33,67,16,210/- comprising of 3,36,71,621 Equity Shares of 10/- each. The said shares are listed on the BSE Limited and the National Stock Exchange of India Limited. There was no change in the paid-up equity capital of the Company during the year under review.

As on March 31, 2024, out of the Company’s total paid-up equity capital comprising of 3,36,71,621 Equity Shares, 3,30,41,947 Equity Shares (98.13%) were held in dematerialized mode. The Company’s equity shares are compulsorily tradable in electronic form.

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UPDATE ON SCHEME OF MERGER

In order to take forward the proposal for Merger by Absorption of Hinduja Leyland Finance Limited (HLFL) into itself, the Company needs to get registered as a Non-Banking Financial Company (NBFC) with the Reserve Bank of India. Accordingly, the Company applied to the Reserve Bank of India for its registration as NBFC under Section 45-IA of the Reserve Bank of India Act, 1934. The process of approval is underway, and the Company has been providing information as required by the RBI for the purpose. Post registration of the Company as NBFC, the Company will initiate seeking approvals of statutory/regulatory authorities in line with the requirements of relevant applicable provisions of the Companies Act, 2013, SEBI Listing Regulations and other laws for the proposed merger of HLFL.

BUSINESS REVIEW

State of the Indian Economy

The global economy has been a bit of turmoil due to various global events like the uncertainty caused by wars, changes in the political environment in various countries, trade sanctions etc. This has led to the economies not fully recovering post the pandemic period. Elections in the United State of America are scheduled for the end of this calendar year and the results of these elections will have a significant bearing on the global economy.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2024, the Company does not have any subsidiary, associate, or joint venture company. As such, a statement containing the salient features of financial statements of subsidiaries of the Company in the prescribed Form AOC-1 is not required to be prepared, hence, does not form part of this Annual Report.

BOARD OF DIRECTORS

The Board of the Company is comprised of eminent people with proven competence and integrity. Besides the experience, strong financial acumen, strategic astuteness, and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation.

Appointment of Director retiring by rotation

In accordance with the provisions of Section 152(6) of the Act and in terms of the Articles of Association of the Company, Mr. Sudhanshu Tripathi, Director (DIN: 06431686) is liable to retire by rotation at the ensuing 39th Annual General Meeting (“39th AGM”) and being eligible, seeks reappointment. The Board recommends his reappointment for approval of the members of the Company at 39th AGM.

Change in Independent Directors

The Indian economy on the other hand has maintained its resilience and has continued to show a growth trajectory. In the financial services sector, which your Company proposes to expand in, the country is speedily metamorphosing from the traditional way of providing offline financial services to a digitally driven financial services business. You would be glad to know that India has established itself as the world’s third-largest fintech economy, ranking just behind the USA and the UK. The financial sector is healthy. Its balance sheet is stronger. It is willing to lend and continues to lend. These developments bode well for your Company while it makes plans to enter the financial services sector.

Nature of Company’s Business and future outlook

The Company has taken steps to focus on the financial services sector and towards this the Board of Directors of the Company have proposed a “Merger by Absorption” of Hinduja Leyland Finance Limited with the Company. The financial services sector in India is booming and with the encouragement given by the Government of India for boosting of the economy, financial services sector is expected to do exceedingly well in the years to come.

Mr Anil Harish (DIN: 00001685) who has been on the Board of our Company for over a decade has taken a decision to resign from the Board of the Company vide his resignation letter dated July 8, 2024 due to his pre-occupation on the Boards of various other companies and his busy engagements in the charitable work he is carrying out with respect to different colleges and educational institutions supported by him and his family.

The Board places on record its appreciation for all the valuable support and guidance provided by Mr. Anil Harish to the Board and the management during his tenure as the Independent Director of the Company.

The Board, at its meeting held on August 8, 2024, based on the recommendation of the Nomination and Remuneration Committee of the Company, appointed Mr. Debabrata Sarkar (DIN: 02502618) as Independent Director for a period of five consecutive years subject to the approval of the shareholders at the ensuing Annual General Meeting. The Board recommends his appointment for approval of the members of the Company at the 39th AGM.

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NDL Ventures Limited | Annual Report 2023-2024

Brief resume, nature of expertise, disclosure of relationship between directors inter-se, details of directorships and committee membership held in other companies of the Directors proposed to be appointed / re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard 2 and Regulation 36 of the SEBI Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM.

KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 2(51) read with Section 203 of the Act, the following are the Key Managerial Personnel of the Company as on the date of this report:

Mr. Amar Chintopanth, Whole Time Director & Chief Financial Officer and
Mr. Ashish Pandey, Company Secretary

There was no change in the Key Managerial Personnel of the Company during the year under review.

under their purview before presenting them to the Board for consideration. The committees appointed by the Board are dedicated to specific areas and have the delegated authority to make informed decisions within their respective scopes. Generally, committee meetings are held before the Board meeting, and the Chairperson of each committee reports to the Board about the deliberations and decisions taken by the committees. They also provide specific recommendations to the Board on matters within their purview. All decisions and recommendations made by the committees are presented to the Board for either approval or information. During the year under review, all recommendations made by the committees have been accepted by the Board. The details of the composition of the Committees, their meetings held during the year including their terms of reference are provided in the Corporate Governance Report. The composition and terms of reference of all the Committees of the Board of Directors of the Company is in line with the provisions of the Act and the SEBI Listing Regulations.

As on March 31, 2024, the Board has 6 (six) Committees:

MEETINGS OF BOARD OF DIRECTORS

The Board meets at regular intervals to discuss and decide on the Company’s business policy and strategy apart from other Board business. The Board/Committee meetings are pre-scheduled, and a tentative annual calendar of the Board and Committee meetings is circulated to the Directors well in advance to help them plan their schedule and ensure meaningful participation in the meetings. Only in case of special and urgent business, if the need arises, the Board’s or Committee’s approval is taken by passing resolutions through circulation or by calling the Board / Committee meetings at a shorter notice, in accordance with the applicable laws. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed to enable the Directors to make an informed decision.

During the financial year 2023-24, the Board met 4 (four) times. The details of the meetings of the Board of Directors of the Company held and attended by the Directors are given in the Corporate Governance Report which forms part of this Report.

The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act and the SEBI Listing Regulations.

BOARD COMMITTEES

As required under the applicable laws, the Board delegated certain functions to its various committees that are established for that purpose. These committees conduct detailed reviews of the items

Audit Committee,
Nomination & Remuneration Committee,
Corporate Social Responsibility Committee,
Risk Management Committee,
Stakeholders Relationship Committee and
Committee of Directors – Integration Committee

Details of composition, role and responsibilities of the said Committees, the particulars of meetings held, and attendance of the Members at such Meetings are mentioned in the Report on Corporate Governance, which forms part of this Annual Report.

COMPOSITION AND MEETINGS OF AUDIT COMMITTEE

The Board has established a qualified and independent Audit Committee in accordance with the requirements of Section 177 of the Act and Regulation 18 of the SEBI Listing Regulations. The Audit Committee is comprised of four (04) Members. The Committee was chaired by Mr. Anil Harish, Independent Director till July 8, 2024, thereafter, Mr. Munesh Khanna, Independent Director w.e.f. August 8, 2024. The other Members of the Committee are Ms. Bhumika Batra, Independent Director, Mr. Debabrata Sarkar, Independent Director and Mr. Sudhanshu Tripathi, Non-Executive Director. The Committee met 4(four) times in the financial year 2023-24. The Board has accepted all the recommendations of the Audit Committee during the year under review.

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NDL Ventures Limited | Annual Report 2023-2024

Details of the role and responsibilities of the Audit Committee, the particulars of meetings held, and attendance of the Members at such Meetings are mentioned in the Report on Corporate Governance, which forms part of this Annual Report.

COMPOSITION AND MEETINGS OF NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is comprised of three Members. The Committee was chaired by Mr. Anil Harish, Independent Director till July 8, 2024, thereafter, Ms. Bhumika Batra, Independent Director w.e.f. August 8, 2024. The other Members of the Committee are Mr. Debabrata Sarkar, Independent Director and Mr. Sudhanshu Tripathi, Non-Executive Director. The Committee met 2(two) times in the financial year 2023-24.

Details of the role and responsibilities of the Nomination and Remuneration Committee, the particulars of meetings held, and attendance of the Members at such Meetings are mentioned in the Report on Corporate Governance, which forms part of this Annual Report.

COMPOSITION AND MEETINGS OF STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relation Committee is comprised of three Members. The Committee is chaired by Ms. Bhumika Batra, Independent Director. The other Members of the Committee are Mr. Sudhanshu Tripathi, Non-Executive Director and Mr. Amar Chintopanth, Whole Time Director & CFO. The Committee met 2(two) times in the financial year 2023-24.

Details of the role and responsibilities of the Stakeholders Relationship Committee, the particulars of meetings held, and attendance of the Members at such Meetings are mentioned in the Report on Corporate Governance, which forms part of this Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS

As on date of this report, Mr. Anil Harish (till July 8, 2024), Ms. Bhumika Batra, Mr. Munesh Khanna and Mr. Debabrata Sarkar (from August 8, 2024) are the Independent Directors of the Company. All the Independent Directors of the Company have submitted their declaration, inter-alia , confirming that:

they meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedule and Rules made thereunder,

and the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and
they have registered themselves with the Independent Director’s Database maintained by the Indian Institute of Corporate Affairs.

In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation that exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

None of the Directors of the Company are disqualified for being appointed as Directors as specified under Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

All the Directors and senior management have affirmed the compliance of the Code of Conduct as approved and adopted by the Board of Directors and a declaration to this effect signed by the Whole Time Director & Chief Financial Officer has been annexed as “Annexure A” to this Report in line with the requirement of Regulation 26(3) read with Schedule V(D) of the SEBI Listing Regulations. The Code of Conduct of the Company is available on the website of the Company at http://ndlventures.in/investors/ code-of-conduct/.

FAMILIARISATION PROGRAMME FOR DIRECTORS INCLUDING INDEPENDENT DIRECTORS

The Company has an orientation process/ familiarization program for its directors (including Independent Directors), which includes sessions on various business and functional matters and strategy sessions. The Company ensures induction and training programs are conducted for newly appointed Directors. New Directors are taken through a detailed induction and familiarization program, including briefing on their role, responsibilities, duties, and obligations, the nature of the business and business model, matters relating to Corporate Governance, Code of Conduct, Risk Management, Compliance Programs, Internal Audit etc. This is in compliance with the requirements of Regulation 25(7) of the SEBI Listing Regulations. The Company’s Whole

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NDL Ventures Limited | Annual Report 2023-2024

Time Director & CFO makes presentations to Board members every quarter, sharing updates about the Company’s business strategy, operations, and the key trends in the industry relevant for the Company. These updates help the Board members in keeping abreast of the key changes and their impact on the Company. The Board members are regularly updated on business updates, business models and the competitive environment. The Board is also updated on organizational risks, industry review, internal financial controls, changes in corporate and allied laws through presentations.

The details of the Familiarization Programme conducted are available on the website of the Company at https://ndlventures.in/contents/ - static/uploads/inv/sebi clause46/Familiarisation_ programme_of_Independent_Directors_(1)_.pdf DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the requirements of Sections 134(3)(c) and 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that for the financial year ended March 31, 2024:

a. in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as of March 31, 2024, and of the profit/loss of the Company for the year ended on that date;
c. the Directors have taken proper and enough care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d. the Directors have prepared the annual accounts on a going concern basis;
e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board evaluation is an essential part of the Company’s commitment to good corporate governance. By conducting an annual evaluation of its Board, Committees, and individual members, the Company demonstrates its commitment to transparency, accountability, and effective governance. It enables the Board to identify areas where it can improve its performance and ensures that the Company’s governance practices remain in line with best practices. The Company’s Corporate Governance Guidelines require an annual evaluation of all Board Members and the functioning of the Board and its mandatory Committees. These mandatory Committees includes the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, and Risk Management Committee. The purpose of the evaluation is to assess the performance of the Board, and its committees and identify areas for improvement. During FY2023-24, the Board, its committees, and individual directors, including the Chairman, underwent a comprehensive performance evaluation.

The Company engaged the services of an external agency to undertake the evaluation process. The manner in which the Board has carried out the evaluation in consultation with such an external agency has been explained in the Corporate Governance Report, which forms part of this report. The Independent Directors at their separate meeting held on March 15, 2024 reviewed the performance of Non-Independent Directors and the Board as a whole, Chairman of the Board after taking into account the views of Executive Director and Non-Executive Directors, the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

CORPORATE GOVERNANCE REPORT

Maintaining high standards of Corporate Governance has been fundamental to the business of the Company since its inception. The Board of Directors reaffirm their continued commitment to good Corporate Governance and ethical practices.

Your Company has complied with the Corporate Governance requirements specified under SEBI Listing Regulations during the year under review. A detailed report on Corporate Governance as required under Regulation 34 read with Schedule V of the SEBI Listing Regulations is annexed as “ Annexure B” to this report.

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NDL Ventures Limited | Annual Report 2023-2024

As required by Schedule V(E) of the SEBI Listing Regulations, a certificate from Practicing Company Secretary certifying that the Company has complied with the conditions of Corporate Governance as required therein is annexed as “ Annexure C” to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with Regulation 34 of the SEBI Listing Regulations, a separate section on Management Discussion and Analysis, as approved by the Board, which includes details on the state of affairs of the Company, forms part of this Annual Report as “ Annexure D”.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Business Responsibility and Sustainability Report (‘BRSR’) pursuant to Regulation 34(f) of SEBI Listing Regulations in the format specified by the SEBI from time to time, forms part of the Annual Report and is marked as “ Annexure E” to this report. Such a report is also made available on the website of the - Company at http://ndlventures.in/investors/annual reports/ .

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from the public within the meaning of Chapter V of the Act, and rules made thereunder during the financial year 2023-24.

LOANS, GUARANTEES, AND INVESTMENTS

Particulars of loans given, investments made, guarantees given, and securities provided are given in Note nos. 5 and 6 of the Notes forming part of Financial Statements.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has comprehensive internal control mechanism and also has in place adequate policies and procedures for the governance of orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding its assets, prevention, and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. The Company’s internal control systems are commensurate with the nature of its business, and the size and complexity of its operations and such internal financial controls concerning the Financial Statements are adequate. The Company has a strong and independent in-house Internal Audit (“IA”) department that functionally reports to the Chairman of the Audit Committee, thereby

maintaining its objectivity. The remediation of deficiencies as identified by the IA department has resulted in a robust framework for internal controls. Further, Statutory Auditors in its report expressed an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls.

The Company has complied with specific requirements as laid under Section 134(5)(e) of the Act, which calls for establishment and implementation of the Internal Financial Control framework that supports compliance with requirements of the Act in relation to the Director’s Responsibility Statement. The Audit Committee, based on its evaluation, has concluded that as on March 31, 2024, your Company’s internal financial controls were adequate and operating effectively.

ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the Annual Return of the Company prepared as per Section 92(3) of the Act for the financial year ended March 31, 2024, is available on the Company’s website and can be accessed at https://ndlventures.in/investors/ annual-reports/. In terms of Rules 11 and 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return shall be filed with the Registrar of Companies, within prescribed timelines.

STATUTORY AUDITORS AND THEIR REPORT

Based on the recommendation of the Audit Committee and Board of Directors, the shareholders of the Company at the 37th Annual General Meeting held on September 27, 2022 appointed M/s S K Patodia & Associates LLP, Chartered Accountants (Firm Registration No. 112723W) as Statutory Auditors of the Company for a period of three years commencing from the conclusion of 37th Annual General Meeting till the conclusion of 40th Annual General Meeting of the Company. M/s S K Patodia & Associates LLP, Chartered Accountants (Firm Registration No. 112723W) confirmed their eligibility for appointment as Statutory Auditors of the Company.

M/s S K Patodia & Associates LLP, Chartered Accountants, Statutory Auditors of the Company have issued an unmodified opinion on the Financial Statements for the financial year 2023-24 and the Auditor’s Report forms part of this Annual Report.

REPORTING OF FRAUDS BY AUDITORS

The Statutory Auditors have not reported any instance of fraud committed against the Company by its officers or employees under Section 143(12) of the Act.

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NDL Ventures Limited | Annual Report 2023-2024

SECRETARIAL AUDITORS AND THEIR REPORT

According to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Ms. Rupal Dhiren Jhaveri, a Practicing Company Secretary (CP: 4225) to undertake Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report in the Form No. MR-3 for the year ended March 31, 2024 is annexed as “ Annexure F” to this Report.

The Secretarial Audit Report for the year under review does not contain any qualifications, reservations, or adverse remarks.

In accordance with the Regulation 24A of the SEBI Listing Regulations, the Company has obtained Annual Secretarial Compliance Report from Ms. Rupal Dhiren Jhaveri, Practicing Company Secretary, confirming compliances with all applicable SEBI Regulations, Circulars and Guidelines for the year ended March 31, 2024.

Ms. Rupal Dhiren Jhaveri, Practicing Company Secretary, has issued a certificate confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directors of companies by Securities Exchange Board of India/Ministry of Corporate Affairs or any such statutory authority. The said certificate is annexed to this Report.

COMPLIANCE OF SECRETARIAL STANDARDS

Section 118 of the Act mandates compliance with the Secretarial Standards on board meetings and general meetings issued by the Institute of Company Secretaries of India as amended from time to time. During the year under review, the Company has complied with the applicable Secretarial Standards (SS).

COST RECORDS AND AUDIT

Due to the demerger of Digital, Media and Communications business undertaking of the Company with Hinduja Global Solutions Limited with effect from the appointed date February 1, 2022, the Company is not presently engaged in any activity on which cost audit is applicable.

RELATED PARTY TRANSACTIONS

The Company has a well-defined process of identification of related parties and transactions with related parties, its approval and review process. The Company’s Policy on dealing with and materiality of related party transactions is available on the website

of the Company at https://ndlventures.in/investors/ corporate-policies/. There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

All related party transactions during the financial year 2023-24 were in the ordinary course of business and at an arm’s length basis and do not attract the provisions of Section 188 of the Act, hence, no particulars in Form AOC-2 have been furnished.

Related party transactions entered during the financial year under review are disclosed in note no. 24 of notes to the financial statements of the Company for the financial year ended March 31, 2024. These transactions entered were at an arm’s length basis and in the ordinary course of business. All the transactions with related parties were reviewed and approved by the Audit Committee and were in accordance with the Policy on dealing with and materiality of related party transactions and the related party framework, formulated and adopted by the Company.

In terms of Regulation 23 of the SEBI Listing Regulations, the Company submits within the stipulated time from the date of publication of its financial results for the half year, disclosures of related party transactions, in the specified format to the Stock Exchanges i.e. BSE and NSE. The said disclosures are available on the website of the Company at https://www.ndlventures.in/investors/ fnancial-results-2/ .

Approval of the Shareholders was sought with respect to the material related party transactions with Hinduja Realty Ventures Limited, Hinduja Global Solutions Limited, IndusInd Media & Communications Limited, IN Entertainment (India) Limited and OneOTT Intertainment Limited, all during the period from April 1, 2024, to September 30, 2024, or till the date of the Annual General Meeting to be held in the financial year 2024-25 whichever is earlier. Approval of the Shareholders is being sought on the same material related party transactions with the same parties at the ensuing Annual General Meeting for further period of one year.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (“CSR”) committee comprises of Mr. Munesh Khanna, Independent Director as Chairman, Mr. Sudhanshu Tripathi, NonExecutive Director and Mr. Amar Chintopanth, Whole Time Director & CFO as members. The Committee met once during the year 2023-24. The Committee has formulated and recommended to the Board

CSR Policy indicating activities to be undertaken by the Company, which has been approved by the Board. The contents of the CSR Policy of the Company as

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approved by the Board on the recommendation of the CSR Committee are available on the website of the Company and can be accessed through the web link: https://www.ndlventures.in/investors/corporatepolicies/ .

The CSR Committee at its meeting held on January 31, 2024, arrived at a conclusion that considering average loss for the last three years, as computed for the financial year 2023-24, there would not be any statutory obligation to provide the funds for CSR activities. The Board, at its meeting held on January 31, 2024, reviewed and confirmed the same.

The annual report on CSR is provided in the “ Annexure- G ” to this report.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

Your Company has laid down a Vigil Mechanism and formulated a Whistle Blower Policy in order to provide a framework for responsible and secure whistle blowing mechanism. The Policy aims to provide an avenue for Employees and Directors to raise their concerns about unethical behavior, actual or suspected fraud or violation of the company’s code of conduct and it also empowers the Audit Committee of the Board of Directors to investigate the concerns raised by the employees. Your Company confirms that no Director or employee has been denied access to the Chairperson of the Audit Committee and that no complaints were received during the year 2023-24.

Details of the Company’s policy on Whistle Blower / Vigil Mechanism can be accessed at https://www. ndlventures.in/investors/corporate-policies/ .

RISK MANAGEMENT

Risks are an integral part of business, and it is imperative to manage these risks at acceptable levels in order to achieve business objectives. The risks to which the Company is exposed are both external and internal. Your company has formulated a Risk Management Policy to provide an integrated and standardized approach in managing all aspects of risk to which your Company is exposed. A Boardlevel Risk Management Committee monitors the Enterprise Risk Management Policy with participation from officers responsible for risk management and to take appropriate steps to ensure that these risks are at acceptable levels. The Audit Committee and Board are updated on how each of the identified risks is monitored during the reporting period to ensure that there is no adverse impact on the Company.

INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended

from time to time, the Company has adopted a Code of Conduct for Prevention of Insider Trading and Policy on Disclosure of Material Events/ Information which is applicable to all Directors and the Designated Employees of the Company. The Code lays down the guidelines, on the procedures to be followed and disclosures to be made while dealing in shares of the Company and indicate the consequences of non-compliance. A copy of the Code has been put on the Company’s website at https://www.ndlventures. in/investors/insider-trading/.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Sections 124 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), dividends, if not paid or claimed for a period of 7 (seven) years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund (“IEPF”) .

Further, all the shares in respect of such dividends which have not been paid or claimed for a period of 7 (seven) consecutive years are also liable to be transferred to the IEPF Authority.

During the year, the unclaimed / unpaid dividend (interim) of ` 4,72,903/- (Rupees Four Lakhs Seventy Two Thousand Nine Hundred and Three Only) declared in the Financial Year 2015-16 has been transferred to the IEPF on May 18, 2023 and details of the same are uploaded on the website of the Company. 3310 (nos.) shares, on which the dividend for the financial year 2015-16 and onwards, remained unpaid/ unclaimed for seven consecutive years have been transferred by the Company to IEPF on June 15, 2023.

The details of the said transfers to the IEPF are provided in the Corporate Governance Report of this Report under heading Unpaid/Unclaimed Dividend and are also available on our Company’s website at https://www.ndlventures.in/investors/unclaimeddividend/ .

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

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The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year ended March 31, 2024, the Company has not received any complaint pertaining to sexual harassment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 134(3)(m) of the Act, the details of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo during the year under review are as under:

Conservation of Energy:

Information on Conservation of Energy as required under Section 134(3)(m) of the Act read with the Rules made thereunder is not applicable to the Company and hence, no annexure forms part of this report. Adequate measures have been taken to conserve energy wherever possible. The energy saving measures also include installation of LED lighting, selecting and designing offices to facilitate maximum natural light utilisation, optimised usage of lights and continuous monitoring and control of the operations of the air conditioning equipment. The Company evaluates the possibilities and various alternatives to reduce energy consumption.

Technology Absorption:

The Management keeps itself abreast of the technological advancements in the industry and has adopted the best across all the functions. Your Company’s focused approach is to keep on enhancing its in-house tech capabilities.

Foreign Exchange Earnings & Outgo: Nil

CREDIT RATING

As on March 31, 2024, the Company had no borrowing, hence, credit rating was not required to be obtained.

REMUNERATION POLICY

The Non-Executive Directors, including Independent Directors, are paid sitting fees for attending the meetings of the Board and Committees of the Board. For details of remuneration paid to Directors including Independent Directors are provided in the Corporate Governance, form part of this report.

DISCLOSURES OF EMPLOYEES PARTICULARS

Disclosures pertaining to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as “Annexure H” to this Report.

Statement containing particulars of top 10 employees and the employees drawing remuneration in excess of limits prescribed under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the “Annexure - I” forming part of this report. The said statement is also open for inspection at the Registered Office of the Company, up to the date of the 39th AGM. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

GENERAL DISCLOSURES

1) No significant or material orders except stated above were passed by any Regulator or Court or Tribunal, which can have an impact on the going concern status and the Company’s operations in the future.
2) There are no material changes and commitments that have occurred between the end of the financial year of the Company and the date of this report, which affects the financial position of the Company.
3) The Whole Time Director of the Company does not receive any remuneration or commission from any of its subsidiaries.
4) No equity shares with differential rights as to dividend, voting or otherwise were issued.
5) No equity shares were issued to employees of the Company under any scheme.

Based on the recommendation of NRC, the Board has formulated a comprehensive Remuneration Policy for its Directors, Key Managerial Personnel (KMPs), Senior Management, and other employees. The philosophy behind this policy is to create a culture of leadership and trust. This policy is in accordance with Section 178 of the Act and Regulation 19 of SEBI Listing Regulations and is available on the Company’s website at https://www.ndlventures.in/ investors/corporate-policies/ .

6) No application has been made under the Insolvency and Bankruptcy Code; hence, the requirement to disclose the details of application made or any proceeding pending under Insolvency and bankruptcy Code, 2016 during the financial year along with their status as at the end of the financial year is not applicable.
7) The requirement to disclose the details of difference of difference amount of valuation

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done at the time of onetime settlement and the valuation done while taking loan from the Bank or financial institutions along with the reasons thereof, is not applicable.

The Board takes this opportunity to thank all shareholders, business partners, government and regulatory authorities and banks for their continued guidance, encouragement and splendid support.

ACKNOWLEDGEMENTS

For and on behalf of the Board of Directors

Your Directors place on record earnest appreciation for the contribution made by each and every employee during the year under review. The Company’s consistent growth was made possible by their hard work, solidarity, cooperation and dedication. The Directors also wish to express their gratitude to the Investors for the confidence and faith that they continued to repose in the Company.

Place: Mumbai Date: August 8, 2024

Sd/Sudhanshu Tripathi Chairman (DIN: 06431686)

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Annexure “A” to the Board’s Report

CONFIRMATION TOWARDS CODE OF CONDUCT

Pursuant to Regulation 26(3) read with Schedule V(D) of the SEBI (Listing Obligations and Disclosure) Requirements, 2015

To, The Members, NDL Ventures Limited (Formerly known NXTDIGITAL Limited) IN CENTRE, 49/50 MIDC, 12[th] Road, Andheri (East), Mumbai- 400093.

This is to confirm that all the Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for the year ended March 31, 2024.

Sd/Amar Chintopanth Whole-Time Director & CFO DIN: 00048789

Place: Mumbai Date: August 8, 2024

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Annexure “B” to the Board’s Report

Report on Corporate Governance

Pursuant to Schedule V Para C of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE

Maintaining high standards of Corporate Governance has been fundamental to the business of the Company since its inception. With more than 39 years of existence, our Corporate Governance framework has grown over time and is guided by our core values of Integrity, Respect, Responsibility and Pioneering. The Company is determined to do things the right way, which means making the decisions and acting in a way that is ethical and in line with applicable laws. The Company treads carefully with a high sense of responsibility towards all stakeholders. Creating value for all stakeholders is the prime goal of the Company. The Company has a duty towards all its stakeholders to operate the business of the Company based on the core principles of good governance, accountability, transparency, integrity, societal, environment and regulatory compliances while creating long-term value for all its stakeholders.

Our Governance Structure is multi-tiered, comprising the Board of Directors, Board Committees, Whole Time Director & CFO and the Management Committee. The Board is responsible for and committed to sound principles of Corporate Governance in the Company. The Board plays a crucial role in overseeing how the management serves the short and long-term interests of shareholders and other stakeholders. This belief is reflected in our governance practices. The Company follows not just the stated corporate governance guidelines, but also best practices. We consider it our inherent responsibility to protect the rights of our shareholders and disclose timely, adequate and accurate information regarding our financials and performance, as well as the leadership and governance of the Company.

The Company is in compliance with the requirements stipulated under Regulations 17 to 27 read with Schedule V and Regulation 46 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( “SEBI Listing Regulations” ), as applicable, with regard to corporate governance.

The detailed report on the compliance is given hereunder:

1. BOARD OF DIRECTORS

A. Composition and Category:

The Board of the Company comprises highly experienced persons of repute, eminence and has a good and diverse mix of Executive and Non-Executive Directors with majority of

the Board members comprising Independent Directors including Independent Women Director. The Board composition is in conformity with the applicable provisions of Companies Act, 2013 (the Act) and Listing Regulations as amended from time to time.

As on March 31, 2024, the Board of Directors of the Company comprised of six (6) Directors. Out of the total six (6) directors, five (5) are Non-Executive Directors out of which three (3) are Independent Directors including a Woman Director. The composition of the Board represents an optimal mix of professionalism, knowledge and experience and enables the Board to discharge its responsibilities and provide effective leadership to the business.

The composition of the Board is in conformity with Section 149 and 152 of the Companies Act, 2013 (‘the Act’) and Regulation 17 of the SEBI Listing Regulations.

Composition of Board of Directors is as follows:

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----- Start of picture text -----

Name of Directors DIN Category
Mr. Sudhanshu 06431686 Chairman – Non-
----- End of picture text -----

	Tripathi Mr. Anil Harish Ms. Bhumika Batra Mr. Munesh Khanna Mr. Sachin Pillai	Executive Director 00001685 Independent Director 03502004 Independent Director 00202521 Independent Director 06400793 Non-Executive – Non-
		Independent Director
	Mr. Amar Chintopanth	00048789 Whole-Time Director & CFO

B. Board Meetings held during the year:

Four (04) Board Meetings were held during the year under review as under:

	Date of Board Meetings April 28, 2023 July 28, 2023	Board Strength 6 6	No. of Directors present 6 6
	October 27, 2023	6	6
	January 31, 2024	6	6

The time gap between any two meetings did not exceed one hundred and twenty days in compliance with the requirements under the Act.

In compliance with the applicable provisions of the Act and the rules made thereunder, the Company facilitates the participation of Directors in Board / Committee Meetings through video conference. During the year ended March 31, 2024, out of the total four (04) Board Meetings, all Board Meetings were held in physical presence except one (01) Board meetings held on January 31, 2024 through video conferencing.

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C. Attendance of Directors and details of Membership of the Directors on Board and Board Committees were as under:

Name of Directors	Attendance at the Board meetings during the fnancial year 2023-2024 Number of Directorships in public companies as on March 31, 2024# Number of Committee positions held in public companies as on March 31, 2024*
	Board Meetings Annual General Meeting Chairman Director Chairman Member
Mr. Sudhanshu Tripathi	04 Yes 2 5 1 6
Mr. Anil Harish	04 Yes NIL 4 4 4
Ms. Bhumika Batra	04 Yes NIL 9 4 10
Mr. Munesh Khanna	04 Yes NIL 8 0 7
Mr. Sachin Pillai	04 Yes NIL 7 0 1
Mr. Amar Chintopanth	04 Yes NIL 3 NIL 3

Excludes directorships in (1) Private Companies (2) Section 8 Companies (3) Companies incorporated outside India and (4) Alternate Directorships.
Only Audit Committee and Stakeholders Relationship Committee of public companies have been considered for committee position.

D. Names of the other listed entities where the Directors hold Directorship:

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Sr. Name of Directors Name of other Listed Entities Category of Directorship in
no Listed Entities
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1. Mr. Sudhanshu Tripathi	GOCL Corporation Limited Non-Executive Director
	Hinduja Global Solutions Limited Non-Executive Director
2. Mr. Anil Harish	Blue Star Limited Independent Director
	Hinduja Global Solutions Limited Independent Director
3. Ms. Bhumika Batra	Repro India Limited Independent Director
	SharpIndia Limited Independent Director
	JyothyLabs Limited Independent Director
	Finolex Industries Limited Sanghvi Movers Limited Independent Director Independent Director
	Hinduja Global Solutions Limited Independent Director
4. Mr. Munesh Khanna	Gulf Oil Lubricants India Limited Independent Director
	JSW EnergyLimited Independent Director
	Hinduja Global Solutions Limited Independent Director
5. Mr. Sachin Pillai	- -
6. Mr. Amar Chintopanth	GOCL Corporation Limited Independent Director

i. None of the Directors on the Board holds directorships in more than ten public companies and seven listed entities. Neither the Whole-Time Director nor the Managing Director on the Board serves as an Independent Director in more than three listed entities. Further, none of them is a member of more than ten committees or Chairman of more than five committees (Committees being Audit Committee and Stakeholders Relationship Committee., as per Regulation 26(1) of the SEBI Listing Regulations) across all listed companies in which he/she is a Director. Necessary disclosures regarding Committee positions in other public companies as on March 31, 2024 have been made by the Directors. None of the Directors is related to each other.

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ii. In compliance with Regulation 17A of SEBI Listing Regulations effective from April 01, 2020:
None of the Directors on the Board holds Directorships in more than seven listed entities.
None of the Directors serves as an Independent Director in more than seven listed entities.
Neither the Whole-Time director nor the Managing Director on the Board serves as an Independent Director in more than three listed entities.

The Independent Directors are NonExecutive Directors as defined under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. All Independent Directors have confirmed that they meet the criteria of independence as mentioned under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. Further, they confirmed that they have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In terms of Regulation 25(8) of SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

iii. No person was appointed or continued appointment as an Alternate Director for an Independent Director as required under Regulation 25(1) of SEBI Listing Regulations.
iv. Independent Directors of the Company are appointed for a period of five (5) years as per the provisions of Section 149 of the Act and Regulation 25(2) of the SEBI Listing Regulations and are not liable to retire by rotation.
v. The terms and conditions of appointment of Independent Directors are disclosed on the website of the Company.
vi. During the year, a separate meeting of Independent Directors was held on March 15, 2024 inter-alia to review the performance of Non-Independent Directors, Chairman and the Board as a whole. The Independent Directors also reviewed the quality, quantity and timeliness of the flow of information between the Management and the Board and its Committees which is necessary for Board of Directors to effectively and reasonably perform their duties.
vii. During the year 2023-24, information as mentioned in Part A of Schedule II of the SEBI Listing Regulations, has been placed before the Board for its consideration.
viii. The Board periodically reviews compliance report of all the laws applicable to the Company as prescribed under Regulation 17(3) of SEBI Listing Regulations.
ix. No Director is related to each other.
x. In compliance of Regulation 25(10) of the SEBI Listing Regulations, the Company has taken Directors and Officers Insurance (D & O) for its Directors and Officers.

E. Details of Equity Share held by Directors of the Company: Nil

F. Skills / Expertise / Competencies of the Board of Directors:

The following is the list of core skills / expertise / competencies identified by the Board of Directors as required in the context of the Company’s business as mentioned below:

Sr. No.	Name of the Directors	Strategic Financial acumen	Strategic Risk Management	Corporate Governance	Providing guidance to the management Performance assessment and evaluation of Senior management personnel	Regulatory Knowledge
1.	Mr. Sudhanshu Tripathi				 	
2.	Mr. Anil Harish				 	
3.	Ms. Bhumika Batra				 	
4.	Mr. Munesh Khanna		-		 -	-
5.	Mr. Sachin Pillai		-		 -	-
6.	Mr. Amar Chintopanth				- 	

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3. AUDIT COMMITTEE

The Committee’s terms of reference and composition are in compliance with the provisions of Section 177 of the Act and Regulation 18 of the SEBI Listing Regulations.

A. Terms of Reference:

The terms of reference of the Audit Committee are as under:

Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;
Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
1. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue or preferential issue or qualified institutions placement, and making appropriate recommendations to the Board to take up steps in this matter;
2. Reviewing and monitoring the auditor’s independence and performance and effectiveness of audit process;
3. Approval or any subsequent modification of transactions of the Company with related parties;
Approval of payment to Auditors for any other services rendered by the Auditors of the Company;
Reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to the Board for approval, with particular reference to:
a) Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013;
b) Changes, if any, in accounting policies and practices and reasons thereto;

Explanation: The term “related party transactions” shall have the same meaning as provided in Clause 2(zc) of the SEBI Listing Regulations and/or the Accounting Standards.

  9. Scrutiny of inter-corporate loans and investments;

  10. Valuation of undertakings or assets of the Company, wherever it is necessary;

  11. Evaluation of internal financial controls and risk management systems;

  12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

c) Major accounting entries involving estimates based on the exercise of judgment by management;
d) Significant adjustments made in the financial statements arising out of audit findings;
e) Compliance with listing and other legal requirements relating to financial statements;
f) Disclosure of any related party transactions; and
g) modified opinion(s) in the draft audit report.
Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;
Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
Discussion with internal auditors of any significant findings and follow up there on;
Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

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Looking into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
To review the functioning of the whistle blower mechanism;
5) Statement of deviations:
- a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to the stock exchanges in terms of sub-regulation (1) of Regulation 32 of the SEBI Listing Regulations; and
Approval of the appointment of the CFO of the Company (i.e., the Whole-Time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;
b) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/ notice in terms of sub-Regulation (7) of Regulation 32 of the SEBI Listing Regulations.

B. Composition:

Review the compliance with the provisions of SEBI (Prohibition of Insider Trading) (Amendment) Regulations 2018 and verify that the systems for internal control are adequate and are operating effectively at least once in a financial year; and
Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
consider and comment on rationale, costbenefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.
Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision.
consider and comment on rationale, costbenefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

The Audit Committee is required to mandatorily review the following information:

1) Management discussion and analysis of financial condition and results of operations;
2) Management letters / letters of internal control weaknesses issued by the statutory auditors of the Company;
3) Internal audit reports relating to internal control weaknesses;
4) The appointment, removal and terms of remuneration of the Chief Internal Auditor;

The composition of the Audit Committee is as follows:

Chairman : Mr. Anil Harish, Independent Director
Members : Ms. Bhumika Batra, Independent Director
Mr. Munesh Khanna, Independent Director
Mr. Sudhanshu Tripathi, NonExecutive Director

All the members have accounting or related financial management expertise and have the ability to understand and analyze the financial statements.

The Company Secretary acts as Secretary to the Committee. The invitees to Audit Committee meetings include representatives of the Statutory Auditors, Internal Auditor, Managing Director, Chief Financial Officer and such other executives as deemed necessary.

C. Meetings and Attendance:

The details of meetings held during the year under review and the attendance thereat are as follows:

Number of Meetings : Four (04)

Dates of Meetings : April 28, 2023; July 28, 2023; October 27, 2023; January 31, 2024

The time gap between any two meetings did not exceed one hundred and twenty days.

During the year ended March 31, 2024, all the Audit Committee meetings were held in physical presence, except a meeting held on January 31, 2024 through Video Conferencing.

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Attendance:

Name of Members	Number of Audit Committee meetings attended during the fnancial year 2023-24
Mr. Anil Harish	4
Ms. Bhumika Batra	4
Mr. Munesh Khanna	4
Mr. Sudhanshu Tripathi	4

Mr. Anil Harish, the Chairman of the Audit Committee attended the last Annual General Meeting of the Company held on September 8, 2023.

4. NOMINATION AND REMUNERATION COMMITTEE

The Committee’s terms of reference and composition are in compliance with the provisions of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations.

A. Terms of Reference:

The terms of reference of the Nomination and Remuneration Committee are as under:

The Committee shall be constituted as a Board Committee and be formally empowered to;
a. identify persons who are qualified to become Directors and who may be appointed in the Senior Management as per criteria laid down by the Company and recommend to the Board their appointment or removal;
b. provide the terms of engagement for independent directors, non-executive directors, Chief Executive Officer, Whole Time Directors and Senior Management.

The expression “Senior Management” means personnel of the Company who are members of its core management team excluding Board of Directors, comprising all members of management one level below the Chief Executive Officer/Managing Director/Whole Time Director/Manager (including Chief Executive Officer/Manager, in case they are not part of the board) and shall specifically include the functional heads, by whatever name called, and the Company Secretary and the Chief Financial Officer.

c. Determine criteria for evaluation of Board, Committee and individual director’s initiate effectiveness,
effective evaluation process.

Role of the Committee shall inter-alia include the following:

a. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a. use the services of an external agencies, if required;
b. consider candidates from a wide range of backgrounds, having due regard to diversity; and
c. consider the time commitments of the candidates.
b. Formulation of criteria for evaluation of Independent Directors and the Board;
c. Devising a policy on Board diversity and succession planning for Board/ Senior Management;
d. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment, remuneration and removal. The Company shall disclose the remuneration policy and the evaluation criteria in its Annual Report.
e. Whether to extend/ continue the term of appointment of Independent Directors, on the basis of report of performance evaluation of Independent Directors.

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NDL Ventures Limited | Annual Report 2023-2024

f. Recommend to the Board, all remuneration in whatever form, payable to senior management.
While formulating the policy on the basis of criteria enumerated above, the Committee shall ensure that;
a. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;
b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
c. remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.
d. Further, the policy formulated taking into consideration the above, shall be disclosed in the Board’s Report.
The Committee shall (subject to compliance of the Companies Act and other applicable regulations):
a. Establish the Key Result Areas (KRAs) and clear metrics of performance for Chief Executive Officer and WholeTime Directors against which their performance shall be appraised at the end of the year.
b. Review and approve KRAs and performance metrics for senior management proposed by the Chief Executive Officer.
c. Document the expectations and the actual achievements for a full Board review as may be taken as an audit.
d. Have the responsibility for a) setting the remuneration for the Chief Executive Officer and Whole-Time Directors and, b) review and approval of Senior Management (one level below MD) remuneration proposed by Chief Executive Officer. Remuneration in this context will include salary; performance based variable component and any compensation payments, such as retiral benefits or stock options.
e. Make available its terms of reference, its role, the authority delegated to it by the Board and what it has done for the year under review to the shareholders in a separate section of the chapter on corporate governance in the Annual Report.
The Committee shall be able to appoint external consultants for assistance on policy and compensation inputs whenever required.
The Nomination and Remuneration Committee shall comprise of 3 members, including its Chairman, who shall be an independent director.
The Chairperson of the Committee or, in his absence, any other member of the Committee authorized by him in this behalf shall attend the general meetings of the Company.

B. Composition:

The composition of Nomination and Remuneration Committee (NRC) is as follows:

Chairman : Mr. Anil Harish, Independent Director
Members : Ms. Bhumika Batra, Independent Director
Mr. Sudhanshu Tripathi, NonExecutive Director

C. Meeting and Attendance:

The details of meetings held during the year under review and the attendance thereat are as follows:

Number of Meetings: Two (02)

Dates of Meetings : April 28, 2023, and July 28, 2023.

During the year ended March 31, 2024, all the NRC meetings were held in physical presence.

Attendance:

	Name of Members	Number of NRC meetings attended during the fnancial year 2023-24
	Mr. Anil Harish Ms. Bhumika Batra Mr. Sudhanshu Tripathi	2 2 2

Mr. Anil Harish, Chairman of the Nomination and Remuneration Committee attended the last Annual General Meeting of the Company held on September 8, 2023.

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NDL Ventures Limited | Annual Report 2023-2024

D . Performance Evaluation:

Pursuant to provisions of the Act and SEBI Listing Regulations, during the year under review, the Board has carried out an annual evaluation of its own performance, and that of its committees, Chairperson and Directors facilitated by an Independent external agency M/s. Deloitte Haskins & Sell LLP to ensure objectivity and equality based on above criteria. The process involved evaluation of the effectiveness of the Board, Committees and Individual Directors and Independent feedback from all Board Members. The Independent Directors also evaluated the performance of Non-Independent Directors, Chairman and the Board as a whole. The Independent Directors also reviewed the quality, quantity and timeliness of the flow of information between the Management and the Board and its Committees which is necessary for Board of Directors to effectively and reasonably perform their duties.

The Nomination and Remuneration Committee has laid down the criteria for evaluation of performance of all directors of the Company as under:

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----- Start of picture text -----

|||||||||
|---|---|---|---|---|---|---|---|
|Factor|Attributes|equality based on above criteria. The process|
|Role &||Understanding of nature|involved evaluation of the effectiveness of the|
|Board, Committees and Individual Directors and|
|Accountability|and role of Independent|
|Independent feedback from all Board Members.|
|Directors’ position|
|The Independent Directors also evaluated the|
||Understanding|of|risks|performance of Non-Independent Directors,|
|associated|with|the|
|Chairman and the Board as a whole. The|
|business|
|Independent Directors also reviewed the quality,|
||Application of knowledge|quantity and timeliness of the flow of information|
|for rendering advice to|between the Management and the Board and|
|Management for resolution|
|its Committees which is necessary for Board of|
|of business issues|Directors to effectively and reasonably perform|
||Offer constructive challenge|their duties.|
|to Management strategies|
|and proposals|The overall performance evaluation exercise|
||Active|engagement|with|was completed to the satisfaction of Board. The|
|the|Management|and|Board of Directors deliberated on the outcome|
|attentiveness to progress of|of independent external agency review and|
|decisions taken|feedback from Directors.|
|Objectivity||Non-partisan appraisal of|
|issues|E.|Remuneration Policy:|
||Own|recommendations|
|The Company has adopted a Remuneration|
|given professionally without|
|Policy|for|Directors,|KMPs|and|
|tending|to|majority|or|
|Executives which is annexed as|
|popular views|
|to this report. The objective of the remuneration|
|Leadership &||Heading|Board|Sub|policy of the Company is to attract, motivate|
|Initiative|Committees|and retain qualified and expert individuals|
||Driving any function or|that the Company needs in order to achieve|
|identified initiative based|its strategic and operational objectives, whilst|
|on domain knowledge and|acknowledging the societal context around|
|experience|
|remuneration and recognizing the interests of|
|Personal||Commitment|to|role|&|the Company’s stakeholders.|
|attributes|fiduciary responsibilities as|
|a board member|F.|Details|of|Remuneration|to|all|Directors:|
||Attendance|and|active|
|participation and not done|No remuneration was paid to any Director|
|perfunctorily|except the Whole-Time Director.|
||Proactive,|strategic|and|
|No sitting fee was paid to the Whole-Time|
|lateral thinking|

----- End of picture text -----

The overall performance evaluation exercise was completed to the satisfaction of Board. The Board of Directors deliberated on the outcome of independent external agency review and feedback from Directors.

The Company has adopted a Remuneration Policy for Directors, KMPs and Senior Executives which is annexed as “Annexure - 1 ” to this report. The objective of the remuneration policy of the Company is to attract, motivate and retain qualified and expert individuals that the Company needs in order to achieve its strategic and operational objectives, whilst acknowledging the societal context around remuneration and recognizing the interests of the Company’s stakeholders.

No remuneration was paid to any Director except the Whole-Time Director.

No sitting fee was paid to the Whole-Time Director for the financial year 2023-24.

G. Remuneration paid to the Managing Director and the Whole-Time Director during the financial year 2023-24:

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----- Start of picture text -----

||||||||||
|---|---|---|---|---|---|---|---|---|
|(Amount in|`|)|
|Name of Director|Salary|Perquisites|Commission|Bonus|Performance|Severance|Stock|Total|
|(Gross)|&|Linked|Fee|options|
|allowances|Incentive|granted|
|Mr. Amar Chintopanth|1,63,40,000|NIL|NIL|NIL|NIL|NIL|NIL|1,63,40,000|

----- End of picture text -----

(*) Perquisites are valued as per Income Tax Act, 1961.

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NDL Ventures Limited | Annual Report 2023-2024

H. Criteria for Payment to Non- Executive Director:

Non-Executive Directors are paid sitting fees for attending each meeting of the Board of Directors and Committee thereof. Non-Executive Directors are also reimbursed travelling and actual out of pocket expenses incurred for attending the meetings. There were no material pecuniary relationships or transactions with Non-Executive Directors.

I. Sitting fees paid to Non-Executive Directors during the financial year 2023-24:
2) Redressal of grievances of the security holders of the Company, including complaints in respect of allotment of Shares or debentures, transfer of Shares, nonreceipt of declared dividends, non-receipt of balance sheets of the Company, nonreceipt of annual reports of the Company, general meetings etc. and assisting with quarterly reporting of such complaints;
3) Allotment of Equity Shares, approval of transfer or transmission of Equity Shares, debentures or any other securities and review cases for refusal of transfer/ transmission of shares and debentures;

(Amount in ` )

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----- Start of picture text -----

Name of Directors Total Sitting Fees
----- End of picture text -----

Mr. Sudhanshu Tripathi Mr. Anil Harish	11,00,000 10,00,000
Ms. Bhumika Batra Mr. Munesh Khanna	12,00,000 9,50,000
Mr. Sachin Pillai Total	4,00,000 46,50,000

J. Details of Fees for professional services rendered by firms of Solicitors / Advocates in which certain Independent Directors are partners are as under:

(Amount in ` )

Name of Firm	Amount paid / payable during the year under review	Name of Director who is partner
M/s D. M. Harish	Nil	Mr. Anil Harish
& Co. M/s Crawford Bayley& Co.	Nil	Ms. Bhumika Batra

5. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Committee’s terms of reference and composition are in compliance with the provisions of Section 178 (5) of the Act and Regulation 20 of the SEBI Listing Regulations.

A. Terms of Reference:

The terms of reference of Stakeholders Relationship Committee (“ SRC ”) are as under:

1) Considering and resolving grievances of shareholders’, debenture holders and other security holders;
4) Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc. and redress complaints relating to nonreceipt of share certificates;
5) Overseeing the performance of the registrars and transfer agents of the Company and to recommend measures for overall improvement in the quality of investor service;
6) Review the system of dealing with and responding to correspondence from all categories of investors. The details of complaint letters, if any, received from Stock Exchanges/ SEBI and responses thereto are reviewed by the Committee. The Committee also reviews/ approves initiatives for further improvements in servicing investors;
7) Review of measures taken for effective exercise of voting rights by shareholders;
8) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/ annual reports/ statutory notices by the shareholders of the Company; and
9) Carrying out any other function contained in the SEBI Listing Regulations as amended from time to time, and the equity listing agreement executed with the stock exchanges.

B. Composition:

The Composition of Stakeholders Relationship Committee is as follows:

Chairperson: Ms. Bhumika Batra, Independent Director

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NDL Ventures Limited | Annual Report 2023-2024

Members: Mr. Sudhanshu Tripathi, NonExecutive Director
Mr. Amar Chintopanth, WholeTime Director & CFO

Mr. Ashish Pandey, Company Secretary acts as the Compliance Officer of the Company for complying with requirements of Securities Laws and SEBI Listing Regulations.

C. Meetings and Attendance:

The details of meetings held during the year under review and the attendance thereat is as follows:

Number of Meetings : Two (02)

Date of Meetings: April 21, 2023 and January 31, 2024.

During the year ended March 31, 2024, all the SRC Committee meetings were held through video conferencing.

Attendance:

Name of Members	Number of meetings attended during the fnancial year 2023-24
Ms. Bhumika Batra	2
Mr. Sudhanshu Tripathi	2
Mr. Amar Chintopanth	2

Ms. Bhumika Batra, the Chairperson of the Stakeholder Relationship Committee attended the last Annual General Meeting of the Company held on September 08, 2023.

D. Investor Grievance Redressal:

The Status of Investors’ complaints during the financial year ended March 31, 2024 and reported under Regulation 13(3) of the SEBI Listing Regulations, is as under:

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----- Start of picture text -----

Sr. Particulars No. of
No Complaints
----- End of picture text -----

1	Investor Complaints pending	NIL
	at the beginningof theyear
2	Investor Complaints received	NIL
3 4	duringtheyear Investor Complaints disposed of duringtheyear Investor Complainants	NIL NIL
	remaining unresolved at the
	end of theyear

All queries have been redressed to the satisfaction of the members and none of them were pending as on March 31, 2024.

6. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Committee’s composition and terms of reference are in compliance with the provisions of Section 135 of the Act and the Rules framed thereunder.

A. Terms of Reference:

The terms of reference of Corporate Social Responsibility (“CSR”) Committee are as under:

1) To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company;
2) To recommend the amount of expenditure to be incurred on the activities referred to in clause (1); and
3) To monitor the Corporate Social Responsibility Policy of the Company from time to time.

B. Composition:

The Composition of CSR Committee is as follows:

Chairman: Mr. Munesh Khanna, Independent Director
Members: Mr. Sudhanshu Tripathi, NonExecutive Director
Mr. Amar Chintopanth, WholeTime Director & CFO

C. Meeting and Attendance:

The details of meeting held during the year under review and the attendance thereat are as follows:

Number of Meeting : One (01)

Date of Meeting : January 31, 2024.

During the year ended March 31, 2024, the CSR Committee meeting was held through Video Conferencing.

Attendance:

Name of Members	Number of meeting attended during the fnancial year 2023-24
Mr. Munesh Khanna	1
Mr. Sudhanshu Tripathi	1
Mr. Amar Chintopanth	1

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NDL Ventures Limited | Annual Report 2023-2024

7. RISK MANAGEMENT COMMITTEE

The Committee’s terms of reference and composition are in compliance with the provisions of Regulation 21 of the SEBI Listing Regulations.

A. Terms of Reference:

The terms of reference of Risk Management Committee are as under:

(1) To formulate a detailed risk management policy which shall include:
(a) A framework for identification of internal and external risks specifically faced by the Company, in particular including financial, operational, sectoral, sustainability (i.e. Environment, Social & Governance (ESG) related risks), information, cyber security risks or any other risk as may be determined by the Committee;
(b) Measures for risk mitigation including systems and processes for internal control of identified risks;
(c) Business continuity plan.
(2) To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company;
(3) To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems;
(4) To periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity;
(5) To keep the board of directors informed about the nature and content of its discussions, recommendations and actions to be taken;
(6) The appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be subject to review by the Risk Management Committee.
(7) such other powers /actions as may be entrusted by the Board.

In addition to the above, the Risk Management Committee shall have powers to seek information from any employee, obtain outside legal or professional advice and secure attendance of outsiders with relevant expertise, if it considers necessary.

B. Composition:

The Composition of Risk Management Committee is as follows:

Chairperson: Ms. Bhumika Batra, Independent Director
Members: Mr. Anil Harish, Independent Director
Mr. Sachin Pillai, Non-Executive Director (w.e.f. January 31, 2024)
Mr. Amar Chintopanth, WholeTime Director & CFO

C. Meeting and Attendance:

The details of meeting held during the year under review and the attendance thereat are as follows:

Number of Meeting : Two (02)

Date of Meetings : August 23, 2023 and January 31, 2024.

During the year ended March 31, 2024, all the Risk Management Committee meetings were held in physical presence.

The meetings of the Risk Management Committee have been conducted in such manner that on a continuous basis not more than 180 days elapsed between any two consecutive meetings.

Attendance:

	Name of Members Ms. Bhumika Batra	Number of meeting attended during the fnancial year 2023-24 2
	Mr. Anil Harish	2
	Mr. Amar Chintopanth	2

8 . SENIOR MANAGEMENT

Particulars of senior management including the changes therein since the close of the previous financial year are as under:

Name of Individual & Designation	Designation	Change during the year
Mr. Amar	Whole Time	No Change
Chintopanth	Director & CFO
Mr. Ashish Pandey	Company Secretary & Compliance Ofcer	No Change

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NDL Ventures Limited | Annual Report 2023-2024

9. COMMITTEE OF DIRECTORS - INTEGRATION COMMITTEE

The Committee’s terms of reference and composition are as under:

for its approval along with exemption for conveying creditors meeting

12) Finalize the counsel who will appear on behalf of the Company who will appear in NCLT

A. Terms of Reference:

The terms of reference of Risk Management Committee are as under:

Powers and duties.

1) Review the terms of appointment of various intermediaries including legal advisor and finalize agreement/ appointment of various intermediaries.
2) Review and finalize any change in the intermediaries if required, and their terms of appointment.
3) Consider and decide principal/Designate stock exchange for the scheme of arrangement
4) Review the Valuation report prepared by independent valuer including share exchange ratio and recommend to the Audit Committee /Board for its approval
5) Review the Draft scheme of arrangement as prepared by legal advisor by which media undertaking of the Company demerged in to HGS
6) Review the certificate on the accounting treatment in the scheme of arrangement.
7) Review the various clauses in the scheme particularly about transfer of employees and their continuation of services
8) Recommend to the Board the draft scheme of Arrangement including swap ration for its approval
9) On approval by the Board of both the companies of Draft scheme of arrangement with swap ratio to file the same with the BSE Limited and National Stock exchange Limited (NSE) and obtain observation letter/ in principle approval of scheme from SEBI/BSE/NSE
10) On getting observations letter/ in principle approval of scheme from BSE/NSE and SEBI ensure that various changes suggested by BSE/NSE/ SEBI and observations are incorporated in the scheme
11) Approve final scheme to be filed with National Company Law Tribunal (NCLT)
13) Review, alter and rectify all the necessary documents and to file the same with the Hon’ble National Company Law Tribunal (NCLT), SEBI, the Stock Exchanges, Registrar of Companies, and other concerned authorities, as may be required and issue the same to all the concerned including equity shareholders of the Company.
14) Approve all notices, including any advertisements required to be issued, as may be necessary or allowed by NCLT and such other applicable authorities and to decide on other terms and conditions of the draft Scheme of Arrangement.
15) Recommend to Board to convey Shareholder’s meetings for getting approval of scheme as per order of NCLT
16) File the final petition with NCLT for its order for approval of scheme
17) Fix the Record Date / book closure / fix appropriate date for the purpose of the Reorganization/Demerger for ascertaining the names of existing shareholders who will be entitled to the Equity Shares of HGS in consultation with the Registrar.
18) Approve necessary expenses such as fees of various agencies, filing fees, stamp duty, etc.
19) Direct company to make any applications to the RBI and such other authorities, as may be required, for the purpose of the Scheme of Arrangement,
20) Take all such actions and give all such directions as may be necessary or desirable and to settle any question or difficulty or doubts that may arise under the Scheme of Arrangement and to do all acts, deeds, matters and things which they may in their discretion deem necessary or desirable for the purpose of the Reorganization/ Demerger.
21) File necessary returns, make declarations / announcements, furnish information, etc. to the concerned authorities in connection with the Reorganization/Demerger.
22) Delegate power to sign and execute any other document, agreement, undertaking

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NDL Ventures Limited | Annual Report 2023-2024

in connection with the Reorganization/ Demerger/Scheme

23) Take all such other steps as may be necessary in connection with this the Reorganization/Demerger; and
24) Authorize, appoint and substitute; one or more directors, employees, agents, consultants and/or appropriate persons for all or any of the acts, deeds, and powers as mentioned herein, and to authorize for affixation of common seal of the Company whenever necessary.
25) Keep the Board of Directors informed about the nature and content of its discussions, recommendations, and actions to be taken.
Members: Ms. Bhumika Batra, Independent Director
Mr. Munesh Khanna, Independent Director

C. Meeting and Attendance:

The details of meeting held during the year under review and the attendance thereat are as follows:

Number of Meeting : One (01)

Date of Meetings : April 21, 2023.

During the year ended March 31, 2024, the meeting of Committee of Directors - Integration Committee was held through Video Conferencing.

Attendance:

26) such other Powers /Actions as may be entrusted by Board

B. Composition:

The Composition of Committee of Directors – Integration Committee is as follows:

Chairman: Mr. Sudhanshu Tripathi, NonExecutive Director

	Name of Members	Number of meeting attended during the fnancial year 2023-24
	Mr. Sudhanshu Tripathi	1
	Ms. Bhumika Batra	1
	Mr. Munesh Khanna	1

10. GENERAL BODY MEETINGS / POSTAL BALLOTS

A. Details of location, date and time of holding the last three Annual General Meetings and special resolution passed thereat:

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----- Start of picture text -----

Financial Date and Time Venue Special Resolution passed
Year
----- End of picture text -----

2020-2021	September 28, 2021	Annual General Meeting	Appointment of and payment
	at 3.30 p.m.	through Video Conferencing	of remuneration to Mr. Vynsley
		(“VC”) / Other Audio Visual	Fernandes (DIN: 02987818)
		Means (“OAVM”) on account of outbreak of COVID-19	as a Managing Director and Chief Executive Ofcer of the
		(Coronavirus)Pandemic.	Company.
2021-2022	September 27, 2022	Annual General Meeting	Alteration of Memorandum of
	at 3.00 p.m.	through Video Conferencing (“VC”) / Other Audio Visual	Association of the Company for efecting the alterations in the
		Means (“OAVM”) on account	existing Main Object Clause of
		of outbreak of COVID-19	the Memorandum of Association
		(Coronavirus) Pandemic.	of the Company enabling the
			Company to carry on business of fnancial services.
2022-2023	September 08, 2023	Annual General Meeting	Re-appointment of Mr. Amar
	at 3.00 p.m	through Video Conferencing (“VC”) / Other Audio Visual	Chintopanth (DIN: 00048789) as a Whole-Time Director and fx
		Means(“OAVM”).	his remuneration.

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NDL Ventures Limited | Annual Report 2023-2024

B. No Extra Ordinary General Meeting of the Members of the Company was held during the financial year 2023-24.
C. Ordinary resolutions (5 nos.) were passed by the shareholders through postal ballot on March 20, 2024. for approval of proposed Material Related Party Transactions to be carried out during the period from April 1, 2024 to September 30, 2024 or till the date of the Annual General Meeting to be held in the financial year 2024-25 whichever is earlier.
D. None of the business proposed to be transacted at the ensuing Annual General Meeting requires passing of a special resolution through Postal Ballot.

10. DISCLOSURES

i. Suitable disclosures pertaining to related party transaction(s) as required under IND AS-24 have been made in note no. 24 of the Notes to the Audited Financial Statements for the year ended March 31, 2024.

The Policy on dealing with Related Party Transactions and on materiality of Related Party Transactions is available on the Company’s website at the weblink: http:// ndlventures.in/contents/static/uploads/inv/ corporate_policies/12-Policy-on-Related-PartyTransactions.pdf

There were no materially significant transactions with related parties which could lead to a potential conflict with the interest between the Company and listed entities at large.

ii. The Company has adopted a Policy on archival and preservation of documents pursuant to Regulation 9 of SEBI Listing Regulations.
iii. There have been no instances of noncompliance by the Company on any matters related to the capital markets, nor had any penalty/strictures been imposed on the Company by the Stock Exchanges or SEBI or any other statutory authority on any matter relating to capital markets, during the last three years.
iv. A Certificate from the Whole Time Director & CFO in terms of Regulation 17(8) read with Part B of Schedule II of the SEBI Listing Regulations was placed before the Board to approve Financial Statements for the financial year ended March 31, 2024.
v. Your Company has complied with all the mandatory requirements of Regulation 17 to

27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of SEBI Listing Regulations. The Company has also complied with the requirements of the Corporate Governance Report provided in sub-regulation (2) to (10) of Part C of Schedule V of the SEBI Listing Regulations.

vi. Your Company has put in place a Whistle Blower Policy and Vigil Mechanism for Directors and Employees inter-alia to report unethical conduct and mismanagement, if any. No person has been denied access to the Chairman of the Audit Committee for reporting issues concerning the interests of employees and the Company. During the year under review, no complaints were received. The policy on Whistle Blower Policy and Vigil Mechanism as per SEBI Listing Regulations is available on your Company’s website at the weblink http:// ndlventures.in/contents/static/uploads/inv/ corporate_policies/8-Whistlerblower-Policyand-Vigil-Mechanism.pdf

vii. Your Company has complied with the following non-mandatory requirements as prescribed under Regulation 27 of the SEBI Listing Regulations.
a. During the year under review, there were no audit qualifications, reservations or adverse remarks in your Company’s auditor’s report on statutory financial statements. Your Company continues to adopt best practices to ensure a regime of unqualified financial statement.
b. The Internal Auditor reports directly to the Audit Committee.
viii. There have been no instances of noncompliance by the Company of any requirement of Corporate Governance as required under SEBI Listing Regulations.
ix. There were no instances where the Board had not accepted any recommendations of any committee during the financial year.
x. Total fees for financial year 2023-24, for all services, paid by the Company to the statutory auditor have been disclosed in note no. 19 of the Notes to the Audited Financial Statements for the financial year ended March 31, 2024.
xi. During the financial year under review, no complaint was received regarding sexual harassment at the workplace in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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NDL Ventures Limited | Annual Report 2023-2024

12. SUBSIDIARY COMPANIES

The Company does not have any subsidiary as on March 31, 2024.

The policy for determining material subsidiaries has been uploaded on the website of the Company at the weblink: http://ndlventures.in/contents/static/ uploads/inv/corporate_policies/11-Policy-fordetermining-Material-Subsidiaries.pdf

13. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors were familiarized inter alia , with the Company, their duties, roles and responsibilities, the nature of the industry and operations of the Company. The Directors were also familiarized with the organizational set-up, functioning, internal control processes and relevant information pertaining to the Company. Various interactions were held between the Directors and Senior Management of your Company to understand the Company’s business operations.

Apart from the above, periodic presentations were also made at the Board Meetings to familiarize the Directors with the Company’s Business Plans, Capital Structure, Business Model, Technology, Strategy, Business Performance, Opportunities, Regulatory updates/framework and other related matters.

Whole-time Director & CFO of the Company makes a presentation to Board members every quarter, sharing updates about the Company’s business strategy, operations, and the key trends in the industry relevant for the Company. These updates help the board members in keeping abreast of the key changes and their impact on the Company. The details of familiarization programmes can be viewed at the weblink: https://www.ndlventures.in/investors/ clause-46-of-the-sebi/

14. MEANS OF COMMUNICATION

i. Financial Results : The quarterly, half yearly and yearly financial results of the Company were published in newspapers The Free Press Journal (in English), Navshakti (in Marathi) The quarterly, half yearly and yearly financial results were simultaneously displayed on the Company’s website www.ndlventures.in. The website is updated regularly with the official news releases and disclosures as required from time to time. The results are also uploaded on the Stock Exchanges viz. BSE Limited and National Stock Exchange of India Limited on their websites www.bseindia.com and www. nseindia.com respectively.
ii. Presentations to institutional investors/ analysts : No presentations have been made to institutional investors / analysts during the year.

iii. Website : The Company’s website www. ndlventures.in contains a dedicated section “Investor” which displays details/information of interest to various stakeholders. The Company’s Annual Report is also available in user friendly and downloadable form.

iv. News releases : Official press releases are sent
to Stock Exchanges and the same are hosted on the website of the Company.
v. Investor servicing : A separate e-mail [email protected] has been designated for the purpose of registering complaints by members or investors.
vi. A greener environment - Now and for future : The Company’s philosophy focuses on making the environment greener for the benefit of future generation. In this regard, your Company requests its Members to register / update their e-mail ids for communication purpose.

15. GENERAL SHAREHOLDER INFORMATION

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Sr. Subject Date
No.
----- End of picture text -----

Sr. No.	Subject Date
1	Company Registration Details The Company is registered in the State of Maharashtra, India. The Corporate Identifcation Number (CIN) allotted to the Company by the Ministry of Corporate Afairs (MCA) is L65100MH1985PLC036896.
2	Annual General Meeting(AGM)
	Date Friday, September 13, 2024
	Time 3.00 p.m. (IST)
	Venue In compliance with the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and MCA Circulars, the AGM of the Company is being held through VC / OAVM. Such meeting shall be deemed to be held at the registered ofce of the Company at IN CENTRE, 49/50, MIDC, 12th Road, MIDC, Andheri (East), Mumbai- 400093
3	Financial Year From April 1 to March 31
4	Financial Calendar for 2023-24 (Tentative)
	Unaudited results for the quarter ending June 30, 2024. 2nd Week of August, 2024
	Unaudited results for the quarter / half year ending September 30, 2024. 2nd Week of November, 2024

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NDL Ventures Limited | Annual Report 2023-2024

Sr. Subject Date No.

Unaudited results for 2nd Week of February, 2025 the quarter/ nine months ending December 31, 2024. Audited results for the 2nd Week of May, 2025 year ending March 31, 2025. 5 Book Closure Dates Saturday, September 7, 2024 to Friday, September 13, 2024 (both days inclusive) 6 Dividend payment date On or before October 17, 2024. for the financial year 2023-24 7 Listing of Equity Shares a. BSE Limited (BSE) on Stock Exchanges Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001. b. National Stock Exchange of India Limited (NSE) Exchange Plaza, 5th Floor, Plot No. C/1, G Block, BandraKurla Complex, Bandra (East), Mumbai - 400 051 8 Stock Code BSE: 500189 NSE: NDLVENTURE 9 International Securities Identification Number INE353A01023 [ISIN] 10 Listing Fee Annual Listing fees for the financial year 2024-25 have been paid to BSE Limited and National Stock Exchange of India Limited. 11 Credit Ratings Not applicable

16. STOCK MARKET PRICE DATA

A. SHARE PRICE MOVEMENT (BSE)

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----- Start of picture text -----

Your Company’s closing share price
performance on the BSE relative to BSE Sensex
closing prices (April 2023 to March 2024).
Share Price Movement BSE
160 80,000.00
140 70,000.00
120 60,000.00
100 50,000.00
80 40,000.00
60 30,000.00
40 20,000.00
20 10,000.00
0 0.00
Month
NDL VENTURES LIMITED BSE Sensex
BSE Sensex
NDL VENTURES LIMITED
----- End of picture text -----

B. SHARE PRICE MOVEMENT (NSE)

Your Company’s closing share price performance on the NSE relative to NSE Nifty closing prices. (April 2023 to March 2024).

Share Price Movement NSE

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----- Start of picture text -----

160 25000
140
120 20000
100 15000
80
60 10000
40 5000
20
0 0
Month
NDL VENTURES LIMITED NSE Nifty
NSE Nifty
NDL VENTURES LIMITED
----- End of picture text -----

(Amount in ` )

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----- Start of picture text -----

Month BSE Limited (BSE)
Month’s Month’s Closing BSE
High Low Price Sensex
April 2023 119.90 105.10 113.25 61,112.44
----- End of picture text -----

May2023 June 2023 July2023 August 2023	135.30 126.00 132.50 158.00	109.45 115.60 115.70 127.30	120.35 119.85 127.00 135.55	62,622.24 64,718.56 66,527.67 64,831.41
September 2023	146.50	127.00	145.00	65,828.41
October 2023 November 2023 December 2023 January2024	147.95 164.00 164.00 148.20	133.70 135.55 142.00 103.55	139.70 151.40 143.60 118.20	63,874.93 66,988.44 72,240.26 71,752.11
February2024 March 2024	123.75 112.00	104.30 88.15	106.90 92.25	72,500.30 73,651.35

(Amount in ` )

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----- Start of picture text -----

Month National Stock Exchange of India Limited
(NSE)
Month’s Month’s Closing Nifty
High Low price
April 2023 123.40 107.00 113.10 18065.00
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April 2023	Month’s High 123.40	Month’s Low 107.00	Closing price 113.10	Nifty 18065.00
May2023	135.70	111.60	119.25	18534.40
June 2023 July2023 August 2023	126.25 131.90 160.00	116.00 115.00 124.00	119.10 128.95 135.15	19189.05 19753.80 19253.80
September 2023	150.00	124.15	143.25	19638.30
October 2023	150.75	131.20	136.95	19079.60
November 2023 December 2023 January2024	163.00 164.00 149.95	132.00 140.20 103.00	151.00 143.30 103.00	20133.15 21731.40 21725.70
February2024	123.40	105.00	106.70	21982.80
March 2024	111.00	90.00	91.80	22326.90

[Source: This information is compiled from the data available from the websites of BSE and NSE]

17. UNPAID/UNCLAIMED DIVIDEND

Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), dividends, if not claimed for a consecutive period of 7 (seven) years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund (“IEPF”) .

Further, all the shares in respect of such dividends which have not been claimed for a period of 7 (seven) consecutive years are also liable to be transferred to the demat account of the IEPF Authority.

In the interest of the members, the Company sends periodical reminders to the members to claim their dividends in order to avoid transfer of dividends/ shares to IEPF Authority. Notices in this regard are also published in the newspapers and the details of unclaimed dividends and members whose shares are liable to be transferred to the IEPF Authority, are uploaded on the Company’s website at http:// ndlventures.in/investors/unclaimed-dividend/.

In light of the aforesaid provisions, the Company will transfer the unpaid/ unclaimed dividend approximately ` 4,05,370/- (Four Lakhs Five

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NDL Ventures Limited | Annual Report 2023-2024

Thousand Three Hundred and Seventy Only) to the IEPF for the financial year 2016-17 in the month of October 2024 and will transfer approximately 1063 equity shares to the IEPF Authority, in the month of November 2024. Accordingly, the voting rights on the shares transferred to IEPF Authority shall remain frozen till the rightful owner of such shares claims the shares.

authority under the Benami Transactions (Prohibitions) Act, 1988 and / or Prevention of Money Laundering Act, 2002. Shareholders holding shares in physical form are requested to furnish / update their PAN, KYC details and Nomination, if not done earlier, with the Company’s RTA by using the relevant forms as mentioned at the Company’s website http:// ndlventures.in/investors/investors-assistance/

The members who have a claim on above dividend and shares may claim the same from IEPF Authority by submitting an online application in the prescribed Form No. IEPF-5 available on the website www.iepf. gov.in and sending a physical copy of the same, duly signed to the Company, along with requisite documents enumerated in the Form No. IEPF-5. No claims shall lie against the Company in respect of the dividend/shares so transferred.

Those Members who have so far not encashed their dividend warrants for the financial year 2016-2017, 2017-18, 2018-19, 2019-20, 2020-21, 2021-22 and 2022-23 are requested to approach the Company’s Registrar and Share Transfer Agent (RTA) – Kfin Technologies Limited for claiming the same at the earliest.

18. A. SHARE TRANSFER SYSTEM

As per Regulation 40 of the SEBI Listing Regulations, as amended, securities of listed entities can be transferred only in dematerialized form, with effect from April 1, 2019. Members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Transfer of equity shares in electronic form are effected through the depositories with no involvement of the Company.

SEBI vide its circulars dated November 03, 2021, December 14, 2021, January 25, 2022 and March 16, 2023, has mandated the Companies to alert all holders of physical securities as follows:

a. with effect from January 01, 2022, any service request will be entertained by the RTA only upon registration of PAN, KYC and Nomination details.
b. folios in which PAN / KYC/ Nomination details are not available will be frozen by the RTA with effect from October 01, 2023.
c. that the folios in which PAN is not linked to Aadhaar as on June 30, 2023 or any other date as may be specified by the Central Board of Direct Taxes will also be frozen by the RTA.
d. after December 31, 2025, the frozen folios shall be referred by RTA to the administering

Please note that the term ‘freezing/ frozen’ as mentioned in the above clauses (b), (c) and (d) has been deleted by the SEBI in respect of folios in which PAN / KYC/ Nomination details are not available by issuing its circular dated November 17, 2023. Hence, the provisions relating to freezing of folios are done away in case of not furnishing PAN / KYC/ Nomination details.

18. B. DEMATERIALISATION OF SHARES AND LIQUIDITY

The Company has an arrangement with NSDL and CDSL for dematerialisation of shares with ISIN INE353A01023. As on March 31, 2024, 98.13% of equity share capital comprising 3,30,41,947shares were held in dematerialised form.

In accordance with the proviso to Regulation 40(1) of SEBI Listing Regulations, transfers of securities of the Company shall not be processed unless the securities are held in the dematerialised form with a Depository.

Demat status as on March 31, 2024:

	CDSL	Number of Accounts 4635	Number of Shares 19,94,427	% of Shareholding 5.92%
	NSDL	4957	3,10,47,520	92.21%
	TOTAL	9592	3,30,41,947	98.13%

Shareholding Pattern as on March 31, 2024:

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Particulars No. of Shares % of
Shareholding
----- End of picture text -----

Promoter and Promoter	2,17,75,491	64.67%
Group
FIIs / Foreign Portfolio	17,92,887	5.32%
Investors
N.R.I.s / OCBs / Non-	30,87,034	9.17%
Domestic Companies / Foreign National Mutual Funds, Banks,	4,33,894	1.29%
Financial Institutions,
Insurance Companies, Central Government Private Corporate Bodies Individuals / Others	11,01,440 54,68,367	3.27% 16.25%
IEPF	12,508	0.03%
Total	3,36,71,621	100.00%

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NDL Ventures Limited | Annual Report 2023-2024

Distribution Schedule as on March 31, 2024:

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Distribution No. of Members No. of Shareholding
No of % of Total No of % of
Members Member Shares Shareholding
Up to 5000 8786 90.47% 6,61,788 1.97%
----- End of picture text -----

5001-10000 10001-20000	414 192	4.26% 1.98%	3,11,492 2,86,458	0.93% 0.85%
20001-30000	97	1.00%	2,43,732	0.72%
30001-40000	50	0.51%	1,75,592	0.52%
40001-50000 50001-100000 Above 100000 Total	27 70 76 9,712	0.28% 0.72% 0.78% 100.00%	1,23,914 4,99,490 3,13,69,155 3,36,71,621	0.37% 1.48% 93.16% 100.00%

Reconciliation of Share Capital Audit in accordance with the Regulation 76 of the SEBI (Depositories and Participants) Regulations, 2018, is carried out by a Practicing Company Secretary. The audit report confirms that the total issued / paid-up capital is commensurate with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL. This audit is carried out every quarter and the report thereon are submitted to stock exchanges and is also placed at the website of the Company.

18. C. DISCLOSURE WITH RESPECT TO UNCLAIMED SUSPENSE ACCOUNT

The Company holds a Demat Unclaimed Suspense Account with IndusInd Bank Limited for holding unclaimed shares of the Company. However, no share has been credited to such Demat Unclaimed Suspense Account.

19. OUTSTANDING GDR(s)/ ADR(s)/ WARRANT(s) OR ANY CONVERTIBLE INSTRUMENT(s), CONVERSION DATE AND LIKELY IMPACT ON EQUITY SHARE CAPITAL

Senior Management Personnel (as per Regulation 26(3) of the SEBI Listing Regulations) have affirmed compliance with the applicable Code of Conduct applicable to them during the year ended March 31, 2024. The Annual Report of the Company contains a certificate by the Whole-Time Director & Chief Financial Officer on the compliance declarations received from Board of Directors and Senior Management which is annexed as “ Annexure A” to the Board’s Report. The code has been hosted on the Company’s website under the weblink http:// ndlventures.in/investors/code-of-conduct/

22. REGISTRAR AND TRANSFER AGENT

The details of the Company’s Registrar and Share Transfer Agent are given below.

KFin Technologies Limited Address: Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad – 500 032. Tel.: , 040-671621525 Fax: 040-23001153 E-mail: [email protected]

Member’s correspondence should be addressed to the Registrar and Share Transfer Agent at the above address, marked to the attention of Mrs. Rajitha Cholleti / Mr. Premkumar Nair.

23. ADDRESS FOR CORRESPONDENCE

Queries relating to operational and financial performance of your Company may be addressed to:

Mr. Amar Chintopanth, Whole Time Director & CFO

Address:

Your Company has not issued any GDR(s)/ ADR(s)/ Warrant(s) or any convertible instrument(s) in the past and hence, as on March 31, 2024, there was no outstanding GDR(s)/ ADR(s)/Warrant(s) or any convertible instrument(s).

20. CERTIFICATE TOWARDS NONDISQUALIFICATION OF DIRECTORS

Your Company has received a Certificate from a Company Secretary in Practice that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of Companies by the SEBI/ Ministry of Corporate Affairs or any such statutory authorities which has been enclosed as “ Annexure 2 ” to this report.

21. CODE OF CONDUCT

Your Company has adopted a separate Code of Conduct for Board of Directors and Senior Management and the same has also been placed on the Company’s website. All Board Members and

IN Centre, 49/50, MIDC 12th Road Andheri (East) Mumbai-400093. Tel.: (91-22) 28208585 E-mail – [email protected]

Members may address their grievances/ queries to:

Mr. Ashish Pandey, Company Secretary & Compliance Officer

Address: IN Centre, 49/50, MIDC, 12th Road, Andheri (East), Mumbai-400 093. Tel.: (91 22) 28208585 E-mail : [email protected]

Members are requested to register their e-mail address with the Company’s Registrar and Share Transfer Agent (RTA) at [email protected] to enable the Company to send all notices /documents through e-mail and also intimate about any changes in their e-mail address from time to time to the RTA.

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NDL Ventures Limited | Annual Report 2023-2024

24. LOANS AND ADVANCES IN WHICH DIRECTORS ARE INTERESTED

The Company has not provided any loans and advances to any firms/companies in which Directors are interested.

25. COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES:

The Company has not raised funds through preferential allotment or qualified institutional placement during the year under review.

27. DISCLOSURE RELATED TO THE AGREEMENTS BINDING THE COMPANY

As on March 31, 2024, the Company does not have any binding agreement.

The Company does not deal in the commodity market nor has any hedging activities. In the year under review, the Company is not exposed to any foreign exchange risk.

28. PLANT LOCATIONS:

Not applicable as the Company is not engaged in manufacturing activities.

The Company has in place a Risk Management Policy and a mechanism to assess all risk to which the Company is exposed to and ensure that necessary steps are taken to mitigate them.

For and on behalf of the Board of Directors

26. DETAILS OF PREFERENTIAL ALLOTMENT OR QUALIFIED INSTITUTIONAL PLACEMENT AS SPECIFIED UNDER REGULATION 32 (7A) OF THE SEBI LISTING REGULATIONS:

Place: Mumbai Date: August 8, 2024

Sd/Sudhanshu Tripathi Chairman DIN: 06431686

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Annexure “1” to the Corporate Governance Report

REMUNERATION POLICY

1. Objective

The objective of the remuneration policy of NDL Ventures Limited (Formerly known as NXTDIGITAL Limited) (hereinafter referred to as “the Company” ) is to attract, motivate and retain qualified and expert individuals that the Company needs in order to achieve its strategic and operational objectives, whilst acknowledging the societal context around remuneration and recognizing the interests of the Company’s stakeholders.

2. The Nomination & Remuneration Committee

The Nomination & Remuneration Committee (“ Committee ”) is responsible for formulating and making the necessary amendments to the Remuneration Policy for the Directors, KMPs and Senior Executives of the Company from time to time.

(1) formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;
(1A) For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:
a. use the services of an external agencies, if required;
b. consider candidates from a wide range of backgrounds, having due regard to diversify and
c. consider the time commitments of the candidates.
(2) formulation of criteria for evaluation of performance of independent directors and the board of directors;
(3) devising a policy on diversity of board of directors;
(4) identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and

recommend to the board of directors their appointment and removal.

(5) whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.
(6) recommend to the board, all remuneration, in whatever form, payable to senior management.

The Committee shall, while formulating the policy and making the necessary amendments therein, ensure that:

a) the level and composition of the remuneration is reasonable and sufficient to attract to retain and motivate Directors of the quality required to run the Company successfully;
b) relationship of remuneration to the performance is clear and meets appropriate performance benchmarks; and
c) remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

3. Remuneration for Non-Executive Directors

Non-Executive Directors (“NED”) are remunerated by way of Sitting Fee for each meeting of the Board/ Committees of the Board attended by them and an annual commission on the profits of the Company. Commission to respective NED is determined on the basis of objective criteria discussed and agreed upon by the Committee Members unanimously. NED’s are reimbursed any out of pocket expenses incurred by them for the purpose of the Company.

4. Remuneration for Executive Directors, Key Managerial Personnel (KMP) and Senior Executives

The following elements are taken into consideration for determining the Remuneration of Executive Directors, KMPs and Senior Executives:

The remuneration policy reflects a balance between the interests of the Company’s main stakeholders as well as a balance between the Company’s short-term and long-term strategy. As a result, the structure

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NDL Ventures Limited | Annual Report 2023-2024

of the remuneration package for the Directors, KMPs and Senior Executives is designed to balance short-term operational performance with the medium and longterm objective of creating sustainable value within the Company, while taking into account the interests of its stakeholders. The Company strives for a high performance in the field of sustainability and aims to maintain a good balance between economic gain, respect for people and concern for the environment.

To ensure that highly skilled and qualified KMPs/Senior Executives can be attracted and retained, the Company aims for a total remuneration level that is comparable to levels provided by other Companies that are similar to the Company in terms of size and complexity.
In designing and setting the levels of remuneration for the Directors, KMPs and Senior Executives, the Committee also takes into account the relevant statutory provisions and provisions of the corporate governance regulations, societal and market trends and the interests of stakeholders.
The Company’s policy is to offer the Directors, KMPs and Senior Executives a total compensation comparable to the peer group.

Total Compensation (TC)

The total compensation of the Managing Director and Senior Executives consists of the following components:

Base salary
Variable income –
Annual Performance Pay (APP)
Performance-related Long-Term Incentive Plan (LTIP)

Base salary

On joining the Company, the Managing Director, KMPs and Senior Executives receive a base salary comparable to the peer group. Every year, base salary levels are reviewed by the Committee.

Variable income

The variable income part of remuneration consists of APP and LTIP. The distribution between APP and LTIP for (on target) performance aims to achieve a proper balance between short-term result and long-term value creation.

The parameters relating to the various elements of the variable income part of the remuneration are established and where necessary adjusted

by and at the discretion of the Committee, taking into account the general rules and principles of the remuneration policy itself.

The targets are determined each year by the Committee in consultation with the respective Director/KMPs / Executive, based on historical performance, the operational and strategic outlook of the Company in the short term and expectations of the Company’s management and stakeholders, among other things. The targets contribute to the realization of the objective of long-term value creation.

It is one of the long term objectives to reach the proportion of variable compensation upto 50% of the total compensation.

5. Remuneration for other Employees.

Remuneration of middle and lower level employees of the Company consists entirely of fixed pay which is reviewed on an annual basis. Increase in the remuneration of employees is effected based on an annual review taking into account performance of the employee and the performance of the Company as well.

6. Employee Stock Options

It is a long term objective of the Company to introduce employee stock options to inculcate a sense of ownership among the employees of the Company.

7. Alignment of Remunerations

The Committee strives to achieve that the remunerations of the Directors, Senior Executives, Middle and lower level employees of the Company are aligned to each other.

8. Term of Appointment

The term of appointment of the Managing Director and other Executive Directors is generally for a period of 3 years and renewed for similar periods from time to time, whereas the term of the other employees, generally is upto the age of superannuation. However, the Company may also appoint consultants for shorter periods on need basis.

9. Post Retirement Benefits

All the executive directors and employees are entitled to retirement benefits such as provident fund, superannuation fund and gratuity.

10. Severance Arrangements

Contracts of employment with executive directors and regular employees provide for compensation of upto 3 months pay or advance notice of similar period.

11. Loans

There is no system of granting of loans to Directors, KMPs and employees of the Company.

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Annexure “2” to the Corporate Governance Report

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

To ,

The Members

NDL Ventures Limited

(Formerly known as NXTDIGITAL Limited) In Centre, 49/50 MIDC 12th Road, Andheri (E) Mumbai – 400 093.

I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of NDL Ventures Limited (formerly known as NXTDIGITAL Limited) having CIN L65100MH1985PLC036896 ( “the Company”) and having registered office at IN CENTRE, 49/50 MIDC, 12th Road, Andheri (E) Mumbai – 400093 (hereinafter referred to as ‘the Company’), produced before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

In my opinion and to the best of my information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in as considered necessary and explanations furnished to me by the Company and its officers, I hereby certify that none of the Directors on the Board of the Company as stated below for the financial year ended on March 31, 2024 have been debarred or disqualified from being appointed or continuing as Directors of Companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other statutory authority:

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----- Start of picture text -----

Sr. No. Name of Director DIN Date of appointment in the Company
----- End of picture text -----

1.	Mr. Anil Harish	00001685	November 8, 1995
2..	Ms. Bhumika Batra	03502004	March 11, 2015
3.	Mr. Sudhanshu Tripathi	06431686	August 4, 2015
4.	Mr. Amar Chintopanth	00048789	September 4, /2020
5.	Mr. Munesh Narinder Khanna	00202521	May13, 2021
6.	Mr. Sachin Pillai	06400793	January31, 2023

Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Sd/-

Place: Mumbai Date: July 30, 2024

Rupal Dhiren Jhaveri Practicing Company Secretary Membership No.: FCS 5441 Certificate of Practice No.:4225 UDIN: F005441F000858194 Peer Review Certificate No.: 1139/2021

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NDL Ventures Limited | Annual Report 2023-2024

Annexure “C” to the Board’s Report

CERTIFICATE ON CORPORATE GOVERNANCE

Pursuant to Schedule V Para E of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

To,

The Members,

NDL Ventures Limited

(Formerly known as NXTDIGITAL Limited) IN CENTRE, 49/50 MIDC, 12th Road, Andheri (East), Mumbai- 400093.

I have examined the compliance of the conditions of Corporate Governance by NDL Ventures Limited (formerly known as NXTDIGITAL Limited) ( “the Company” ) for the year ended on March 31, 2024, as stipulated under Regulations 17 to 27, clauses (b) to (i) of Regulation 46(2) and para C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ( “SEBI Listing Regulations” ).

The compliance of the conditions of Corporate Governance is the responsibility of the management. My examination was limited to the review of procedures and implementation thereof, as adopted by the Company for ensuring compliance with conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In my opinion and to the best of our information and according to the explanations given to me, and the representations made by the Directors and the Management, I certify that the Company has complied with the conditions of Corporate Governance as stipulated in the SEBI Listing Regulations for the year ended on March 31, 2024.

I further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

Sd/Rupal Dhiren Jhaveri Practicing Company Secretary Membership No.: FCS 5441 Certificate of Practice No. 4225 Place: Mumbai UDIN: F005441F000856654 Date: July 30, 2024 Peer Review Certificate No.: 1139/2021

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Annexure “D” to the Board’s Report

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2)(e) and Schedule V Para B of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

ABOUT THE COMPANY

In order to take forward the proposal for Merger by Absorption of Hinduja Leyland Finance Limited into itself, the Company needs to get registered as a Non-Banking Finance Company (NBFC) with the Reserve Bank of India. Accordingly, the Company applied to the Reserve Bank of India for its registration as NBFC under Section 45-IA of the Reserve Bank of India Act, 1934. The process of approval is underway. The Company is, therefore, in a stage of transition to enter into the business of financial services subject to all necessary approvals.

ECONOMIC OVERVIEW

the carrying cost of the land is approximately 12 crores, the market value based on an independent valuation is approximately 180 crores.

PERFORMANCE REVIEW

Discussion on financial results:

During the year, the Company placed surplus funds as inter-corporate deposits and has earned interest on the same. Apart from this, there was no other major source of revenue for the Company.

The summary of the financial results for the financial year 2023-24 are given below:

The global economy has been a bit of a turmoil due to various global events like the uncertainty caused by wars, changes in the political environment in various countries, trade sanctions etc. This has led to the economies not fully recovering post the pandemic period. Elections in the United State of America are scheduled for the end of this calendar year and the results of these elections will have a significant bearing on the global economy.

The Indian economy on the other hand has maintained its resilience and has continued to show a growth trajectory. In the financial services sector, which your Company proposes to expand in, the country is speedily metamorphosing from the traditional way of providing offline financial services to a digitally driven financial services business. You would be glad to know that India has established itself as the world’s third-largest fintech economy, ranking just behind the USA and the UK. The financial sector is healthy. Its balance sheet is stronger. It is willing to lend and continues to lend. These developments bode well for your Company while it makes plans to enter the financial services sector.

Future plans

The Company at present has certain land assets in Bangalore. The Company is in negotiations with various parties for disposing the land. While

( ` in Lakh)

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Particulars FY 2023-24 FY 2022-23
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Total income			590.15	252.11
Total expenses			410.04	224.71
Earnings before	Interest,		180.11	27.40
Depreciation,and taxes Finance Costs			-	-
Depreciation and Amortization Proft/(Loss) before tax from continuingoperations			- 180.11	- 27.40
Tax
- Current Tax			31.55	-
- Deferred Tax			(13.02)	-
Proft/(Loss)after tax	for the	year.	161.58	27.40

Balance Sheet Summary

( ` in Lakh)

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Particulars FY 2023-24 FY 2022-23
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Liabilities Equity& Reserves	6278.64	6789.37
Borrowings	-	-
Lease liabilities	-	-
Other liabilities Total Assets	615.28 6891.92	1265.57 8054.94
Property, plant & equipment Inventories	- 1201.80	- 1201.80
Other long-term assets Other assets Total	- 5690.12 6891.92	- 6853.14 8,054.94

SOME KEY METRICS

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Ratio / Measure FY 2023-24 FY 2022-23
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	(a) (b) (c)	Current ratio Return on Equityratio * Tradepayables turnover ratio	11.06 2.74% 4.44	6.30 0.37% 6.48
	(d)	Return on Capital employed	2.87%	0.40%

For details, please refer Note no. 27- ‘Financial Ratios’ of the Audited Financial Statement for the financial year ended March 31, 2024.

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RISKS, CONCERN AND MITIGATION PLAN

deficiencies as identified by the IA department has resulted in a robust framework for internal controls.

Risks are an integral part of business, and it is imperative to manage these risks at acceptable levels in order to achieve business objectives.

Based on feedback received, risk prioritization is done, key risks are shortlisted and assigned to the risk owners to help them define mitigation plans, along with key elements for monitoring, including relevant measures and milestones. The identified mitigation plans are monitored at periodic intervals to assess progress and measure if residual risks are within the organization’s risk appetite.

The risk management policy of the Company lays down the risk strategy of the Company and helps in determining the risk factor, categorizing the various forms of risks affecting the Company’s strategic and financial goals and modes to manage such risks.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY PLEASE TAKE FROM BOARD REPORT

The Company has comprehensive internal control mechanism and has in place adequate policies and procedures for the governance of orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding its assets, prevention, and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. The Company’s internal control systems are commensurate with the nature of its business, and the size and complexity of its operations and such internal financial controls concerning the Financial Statements are adequate. The Company has a strong and independent in-house Internal Audit (“IA”) department that functionally reports to the Chairman of the Audit Committee, thereby maintaining its objectivity. The remediation of

HUMAN RESOURCES/INDUSTRIAL RELATIONS

The Company is committed to hiring talented human resources and nurture them professionally. Our all-encompassing HR Policy covers every aspect of employee management from recruitment to retention. Employee engagement, equality of opportunity, freedom of association, health & safety, recognition & recreation, and continuous learning are key principles of the policy. Human Resources are important assets of the Company. The Company has adopted employee friendly HR processes that help to grow and offer them personal developmental opportunities. The Company’s HR policies encourage talent acquisition and retention process, ensure transparency, facilitate development, build trust and encourage and support performanceoriented environment.

The Company has well-designed and documented policies such as Whistleblower policy and Prevention of Sexual Harassment policy in order to prevent discrimination and harassment and discourage any wrong practices.

CAUTIONARY STATEMENT

Certain statements made in the Management Discussion and Analysis Report relating to the Company’s objectives, outlook, expectations, estimates, and others may constitute forwardlooking statements within the meaning of applicable laws and regulations. Actual results may differ from such expectations, whether expressed or implied. Several factors could make a significant difference to our expectations. These include climatic and economic conditions, government regulations and taxation, any epidemic or pandemic, and natural calamities over which we do not have any direct/ indirect control.

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Annexure “E” to the Board’s Report

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

SECTION A- GENERAL DISCLOSURES

I. Details of the listed entity

1.	Corporate IdentityNumber(CIN)of the listed entity-	L65100MH1985PLC036896
2.	Name of the listed entity-	NDL Ventures Limited (formerly known as
		NXTDIGITAL Limited)
3.	Year of incorporation-	1985
4.	Registered ofce address-	IN CENTRE, 49/50 MIDC, 12th Road, Andheri
		(East), Mumbai(MH)- 400 093.
5.	Corporate address -	IN CENTRE, 49/50 MIDC, 12th Road, Andheri
		(East), Mumbai(MH)- 400 093.
6.	E-mail -	[email protected]
7.	Telephone -	+91 22 2820 8585
8.	Website -	www.ndlventures.in
9.	Financialyear for which reportingis beingdone -	2023-24
10.	Name of the Stock Exchange(s) where shares are	Equity Shares are listed on the BSE Limited and
	listed -	the National Stock Exchange of India Limited.
11.	Paid-upCapital -	`33,67,16,210/-
12.	Name and contact details (telephone, email	Mr. Amar Chintopanth (DIN: 00048789), Whole
	address) of the person who may be contacted in	Time Director & CFO,
	case of any queries on the BRSR report	Phone: 022 28208585
		Email Id: [email protected]
13.	Reporting boundary - Are the disclosures under	Disclosures made in this report are on
	this report made on a standalone basis (i.e. only	Standalone basis
	for the entity) or on a consolidated basis (i.e. for
	the entity and all the entities which form a part of its consolidated fnancial statements, taken together).-

II. Products/services

Details of business activities (accounting for 90% of the turnover):

Sr. No.	Description of Main Activity	Description of Business Activity	% of Turnover of the entity
1	Financial Services (Please refer the	Please refer the below Note	100%
	below Note)

Note: Merger of Hinduja Leyland Finance Limited, a NBFC Company into the Company has been proposed subject to shareholders and regulatory approvals. With this merger, the Company will have primary business activity as financial services and allied activities. In view of the same, object clause of the Memorandum of Association of the Company was altered to include new object clauses which enables the Company to carry on business of providing financial services with the approval of shareholders and the Registrar of Companies/Ministry of Corporate Affairs. The Company is in the process of obtaining registration with the Reserve Bank of India as Non-Banking Financial Company under Section 45-IA of the RBI Act, 1934.

During the year ended March 31, 2024, the Company placed surplus cash balances with Organizations as inter-corporate deposits and has earned interest on the same. Apart from this, there is no major source of income to the Company.

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Products/Services sold by the entity (accounting for 90% of the entity’s Turnover):

S. No.	Product/Service	NIC Code	% of total Turnover contributed
1	Financial services activities, except insurance and pension	64990	100
	funding

III. Operations

Number of locations where plants and/or operations/offices of the entity are situated:

Location Number	of	Plants Number	of	Ofces Total
National	0		1	1
International	0		0	0

Markets served by the entity:
a. Number of locations

Locations	Number
National(No. of States)	01(Maharashtra)
International(No. of Countries)	0

b. What is the contribution of exports as a percentage of the total turnover of the entity?

Not applicable as there is no export of any goods/services

c. A brief on types of customers

As the Company proposes to be engaged in providing financial services, the plan is to provide reliable and affordable financial services to enterprises and retail customers.

IV. Employees

Details as at the end of financial year:
a. Employees and workers (including differently abled):

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No. Particulars Total Male Female
(A) No(B) %(B/A) No(C) %(C/A)
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Employees	Employees
1	Permanent (D)	4	3	75.00%	1	25.00%
2	Other than Permanent(E)	0	0	0.0%	0	0.0%
3	Total employees (D + E)	4	3	75.00%	1	25.00%
Workers
1	Permanent(F)	0	0	0.0%	0	0.0%
2	Other than Permanent (G)	0	0	0.0%	0	0.0%
3	Total Workers(F + G)	0	0	0.0%	0	0.0%

b. Differently abled Employees and workers:

Not applicable as there is no differently abled employee in the Company as on March 31, 2024.

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19. Participation/Inclusion/Representation of women

Total(A)	No. andpercentage of Females
	No(B) %(B/A)
Board of Directors 6	1 16.67%
KeyManagement Personnel 2	0 0.00%

Turnover rate for permanent employees and workers. (Disclose trends for the past 3 years)

	(Turnover rate in current FY) (Turnover rate in previous FY) (Turnover rate in the year prior to the previous FY)
	Male Female Total Male Female Total Male Female Total
Permanent Employees	Nil
Permanent Workers	Not Applicable

V. Holding, Subsidiary and Associate Companies (including joint ventures)
a. Names of holding / subsidiary / associate companies / joint ventures.

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S. Name of the holding Indicate whether % of Does the entity indicated
No. / subsidiary / holding/ shares at column A, participate in
associate companies Subsidiary/ held by the Business Responsibility
/ joint ventures (A) Associate/ Joint listed initiatives of the listed entity?
Venture entity (Yes/No)
Nil
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VI. CSR Details

(i) Whether CSR is applicable as per section 135 of Companies Act, 2013: (Yes/No) – Yes
(ii) Turnover (in )- 5,90,15,215/-
(iii) Net worth (in )- 1363,82,37,645/-

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NDL Ventures Limited | Annual Report 2023-2024

VII. Transparency and Disclosures Compliances

Complaints/Grievances on any of the principles (Principles 1 to 9) under the National Guidelines on Responsible Business Conduct:

Stakeholder group from whom complaint is received Grievance Redressal Mechanism in Place (Yes/No) (If Yes, then provide web-link for grievance redress policy)	FY 2023-24 FY 2022-23
	Number of complaints fled during the year Number of complaints pending resolution at close of the year Remarks Number of complaints fled during the year Number of complaints pending resolution at close of the year Remarks
Communities * Yes	NIL NIL NIL NIL NIL NIL
Investors (other than shareholders) Yes	NIL NIL NIL NIL NIL NIL
Shareholders ** Yes	NIL NIL NIL NIL NIL NIL
Employees and workers*** Yes	NIL NIL NIL NIL NIL NIL
Customers**** Yes	NIL NIL NIL NIL NIL NIL
Value Chain partners * Yes	NIL NIL NIL NIL NIL NIL
Other (please specify) Not Applicable	NIL NIL NIL NIL NIL NIL

Note: *No complaints have been received from communities and value chain partners during FY 202223 and FY 2023-24. Complaints / Grievances from Value Chain Partners are addressed by relevant Departments on a case-to-case basis. Policies & grievance redressal mechanism are accessible on - http://ndlventures.in/investors/corporate policies/

**The Company has appointed Registrar and Share Transfer Agent (RTA) to look into the grievances/ complaints of the shareholders. In addition to it, the Company has designated email Id investors@ ndlventures.in, where the shareholders can send their grievances/complaints.

***The details of the grievance redressal mechanism for employees and workers are provided in Principle 3, point No. 6.

**** The mechanism for customers grievance redressal is provided in Principle 9, point No. 1.

Overview of the entity’s material responsible business conduct issues. Please indicate material responsible business conduct and sustainability issues pertaining to environmental and social matters that present a risk or an opportunity to your business, rationale for identifying the same, approach to adapt or mitigate the risk along-with its financial implications, as per the following format.

S. No.	Material issue identifed	Indicate whether risk or opportunity (R/O)	Rationale for identifying the risk / opportunity	In	case of risk, approach to adapt or mitigate	case of risk, approach to adapt or mitigate	case of risk, approach to adapt or mitigate	Financial implications of the risk or opportunity (Indicate positive or negative implications)
1	GHG	Risk	Electricity and fuel	The	Company	prioritizes		Negative
	Emissions		consumption is an energy-	sustainable practices			and
			intensive activity and	recognize the importance of
			generates direct and indirect	mitigating greenhouse			gas
			greenhouse gas (GHG)	(GHG) emissions.
			emissions, including carbon
			dioxide and methane from
			fuel use. Uncontrolled
			pollutants and emissions
			during operation and
			associated activities impose
			legal and environmental
			risks for the Company

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S. Material Indicate Rationale for identifying In case of risk, approach Financial
No. issue whether the risk / opportunity to adapt or mitigate implications
identified risk or of the risk or
opportunity opportunity
(R/O) (Indicate
positive or
negative
implications)
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2	Climate Change	Risk	Climate change events pose physical risks such as foods and wildfres or transitional	The Company’s risk mitigation approach for climate change includes	Negative
			risks such as mandatory	assessing and managing the
			use of renewable energy	environmental impact of its
			regulations. Such events	operations.
			can potentially impact the
			business. Hence, provide an
			opportunity to assess and
			mitigate such risks
3	Data Security	Risk	Companies are assessed	To mitigate data security	Negative
	and Privacy		based on the amount of	and privacy risks, the
			personal data they collect,	Company has implemented
			their exposure to evolving	measures such as strong
			or increasing privacy	access controls, encryption
			regulations, their vulnerability	of sensitive data, regular
			to potential data breaches,	security audits and employee
			and their data protection	training on data handling
			systems.	practices
4	Employee	Risk	Higher employee retention	The Company focuses	Negative
	Wellbeing		rates convey good	on implementing regular
			Company’s policies and practices. However, a high	health check-ups, promoting work-life balance, ofering
			attrition rate indicates low	health support services, and
			employee satisfaction	creating a safe and inclusive
			to investors. Ensuring	work environment to ensure
			employee well-being can	the overall well-being and
			boost employee morale	productivity of employees.
			and reduce hiring and on
			boardingcosts
5	Corporate	Risk	Businesses are assessed	Our mitigation approach	Negative
	Governance		based on their performance	for corporate governance
			across all key governance	involves implementing robust
			issues, which include	internal controls, conducting
			ownership & control,	regular audits, ensuring
			accounting, business ethics,	compliance with regulatory
			and tax transparency. This topic examines the efect	requirements, fostering a culture of transparency and
			that a company’s corporate	accountability, and prioritizing
			governance and business	strong risk management
			ethics practices have on	practices to safeguard
			its shareholders and other	stakeholders’ interests
			investors.
6	Business	Risk	The key issue relevant	The Company ensures ethical	Negative
	Ethics		to business ethics and	practices by implementing
			management of business	a comprehensive risk
			ethics issues such as fraud,	mitigation approach. We
			executive misconduct,	conduct regular training
			corrupt practices, money	sessions to promote ethical
			laundering, or anti-	behavior among employees,
			trust violations. Ethics	enforce strict compliance
			violations can lead to police investigations, hefty fnes,	measures, establish strong internal controls,
			settlement costs, and	and conduct thorough due
			damage to reputation.	diligence on clients. This
				ensures the protection of our
				reputation and the trust of our
				stakeholders.

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NDL Ventures Limited | Annual Report 2023-2024

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7	Regulatory	Risk	Regulatory compliance is	The Company	The Company	ensures	Negative
	Compliance		of crucial importance for	adherence	to all applicable
			corporations as it helps	laws and regulations,		maintain
			to ensure that they are	accurate	documentation,
			operating within the legal	conduct	regular	internal
			and ethical boundaries set	audits, provide training to
			by government agencies	employees, and		engage
			and industry standards.	with regulatory authorities
			Failure to comply with these	to stay updated on		evolving
			regulations can result in signifcant fnancial and	requirements.
			reputational consequences
			for the corporation, including fnes, legal action, and
			damage to their brand and
			customer trust.
			We ensure adherence to
			all applicable laws and
			regulations, maintain
			accurate documentation,
			conduct regular internal
			audits, provide training to
			employees, and engage
			with regulatory authorities
			to stay updated on evolving
			requirements.
8	Fraud Risk	Risk	As a Company, the	The Company implements			Negative
	Management		management of fraud risk is	a robust	risk mitigation
			of paramount importance. Fraud can cause signifcant fnancial losses and	approach for management. We regular internal		fraud conduct audits,
			damage the reputation of	establish	strong	internal
			the Company, leading to	controls,	promote	ethical
			loss of customer trust and confdence	behavior, ongoing	and provide training to
				employees. By prioritizing
				proactive	measures, we
				ensure the	safety and trust of
				our stakeholders.

SECTION B: MANAGEMENT AND PROCESS DISCLOSURES

Policies and processes put in place towards adopting the NGRBC Principles and Core Elements.

Disclosure P P P P P P P P P	Disclosure P P P P P P P P P
Questions 1 2 3 4 5 6 7 8 9
Policy and managementprocesses
1. a. Whether your entity’s policy/policies cover each principle and its core elements of the NGRBCs.(Yes/No) Yes Yes Yes Yes Yes Yes Yes Yes Yes
b. Has the policy been approved by the Board? (Yes/No) Yes Yes Yes Yes Yes Yes Yes Yes Yes
c. Web Link of the Policies, if available	http://ndlventures.in/investors/corporate-policies/
2. Whether the entity has translated the policy into procedures.(Yes / No) Yes Yes Yes Yes Yes Yes Yes Yes Yes

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Do the enlisted policies extend to your value Not Applicable (there is no value chain partner, chain partners? (Yes/No) hence not applicable)
Name of the national and international codes/ National Guidelines on Responsible Business certifications/labels/ standards (e.g. Forest Conduct (NGRBC) Stewardship Council, Fairtrade, Rainforest Alliance, Trustea) standards (e.g. SA 8000, OHSAS, ISO, BIS) adopted by your entity and mapped to each principle.
No Specific commitments, goals and targets set by the entity with defined timelines, if any.
Performance of the entity against the specific Not Applicable commitments, goals and targets along-with reasons in case the same are not met.

Governance, leadership and oversight

Statement by director responsible for the The Company is into the service industry, business responsibility report, highlighting ESG therefore, ESG related challenges are not there. related challenges, targets and achievements (listed entity has flexibility regarding the placement of this disclosure)
Details of the highest authority responsible for Mr. Amar Chintopanth (DIN: 00048789), implementation and oversight of the Business Whole Time Director & CFO Responsibility policy (ies). Phone: 022 28208585 Email Id: [email protected]
Does the entity have a specified Committee of Mr. Amar Chintopanth (DIN : 00048789), the Board/ Director responsible for decision Whole Time Director & CFO making on sustainability related issues? (Yes / Phone: 022 28208585 No). If yes, provide details. Email Id: [email protected]
Details of Review of NGRBCs by the Company:

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Subject for Review Indicate whether review was Frequency (Annually/ Half yearly/
undertaken by Director / Committee Quarterly/ Any other – please
of the Board/Any other Committee specify)
P P P P P P P P P P P P P P P P P P
1 2 3 4 5 6 7 8 9 1 2 3 4 5 6 7 8 9
Performance against Relevant policies of the Company are Ongoing Basis
above policies and reviewed periodically or on a need
follow up action basis by the concerned Department
Head / Senior Management Personnel
/Respective committees & placed
before the Board for approval as and
when required. During this assessment,
the efficacy of the policies is reviewed
and necessary changes to policies &
procedures are implemented
Compliance with The Status of compliance with all Ongoing Basis
statutory requirements applicable statutory requirements
of relevance to the is reviewed on a quarterly basis by
principles, and, the Board. Quarterly Compliance
rectification of any non- Certificate on applicable laws is
compliances provided by respective department
heads and placed before the Board by
the Company Secretary.
P 1 P 2 P 3 P 4 P 5 P 6 P 7 P 8 P 9
11. Has the entity carried out independent The Compliance department of the Company monitors
assessment/ evaluation of the working of the adherence to implementation of policies mandated by
its policies by an external agency? (Yes/ Regulator. Policies are reviewed by the Audit Committee
No). If yes, provide name of the agency. and Board from time to time.
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12. If answer to question (1) above is No i.e. not all Principles are covered by a policy, reasons to be stated:

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Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
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The entity does not consider the Principles material to	Not Applicable
its business(Yes/No)
The entity is not at a stage where it is in a position to formulate and implement the policies on specifed	Not Applicable
principles(Yes/No)
The entity does not have the fnancial or/human and	Not Applicable
technical resources available for the task(Yes/No)
It is planned to be done in the next fnancial year (Yes/	Not Applicable
No)
Anyother reason(please specify)	Not Applicable

SECTION C: PRINCIPLE WISE PERFORMANCE DISCLOSURE

PRINCIPLE 1: Businesses should conduct and govern themselves with integrity, and in a manner that is Ethical, Transparent and Accountable.

Essential Indicators

Percentage covered by training and awareness programmes on any of the Principles during the financial year:

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Segment Total number Topics/principles Percentage of persons
of training and covered under the in respective category
awareness training and its covered by the awareness
programs held impact programmes
Board of Directors
The Directors are regularly updated by the Management on significant
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Segment Board of Directors	Total number of training and awareness programs held Topics/principles covered under the training and its impact Percentage of persons in respective category covered by the awareness programmes The Directors are regularly updated by the Management on signifcant
	developments concerning the Company, industry, business model, risk
	metrics, and mitigation measures. Independent Directors receive an
	induction session on their appointment to the Board of Directors. They
	are provided with necessary documents, reports and internal policies to
	familiarize themselves with the Company’s procedures and practices.
	The senior management makes presentations at the Board and various
	Committee Meetings on related matters. These presentations cover the
	company’s strategy, business and performance updates, operations,
	cyber security, CSR initiatives, regulatory changes, risk management etc. Updates on the Company’s fnancial performance, budget and control
	process areprovided to the Directors duringthequarterlyBoard Meetings.
Key Managerial	Key Managerial Personnel also participate in training and awareness
personnel(KMPs)	events
Employees other than	We strive to provide our employees with an inclusive workspace that helps
Board of Directors and	them to grow professionally and personally. The Company believes in
KMPs	promoting employee well-being and providing a supportive environment
	to all employees andguidelines on employee health and safety
Workers	Not applicable

Details of fines / penalties /punishment/ award/ compounding fees/ settlement amount paid in proceedings (by the entity or by directors / KMPs) with regulators/ law enforcement agencies/ judicial institutions, in the financial year, in the following format (Note: the entity shall make disclosures on the basis of materiality as specified in Regulation 30 of SEBI (Listing Obligations and Disclosure Obligations) Regulations, 2015 and as disclosed on the entity’s website)

There are no monetary or non-monetary actions on the Company or its directors / KMPs with regulators / law enforcement agencies / judicial institutions, in the financial year 2023-24.

Of the instances disclosed in Question 2 above, details of the Appeal/ Revision preferred in cases where monetary or non-monetary action has been appealed.

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Not Applicable

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Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available, provide a web link to the policy.

We do have Company’s Code of Conduct covering anti-corruption or anti-bribery policy. The Company has zero tolerance for any form of bribery or corruption and is committed to acting professionally, fairly, and with integrity in all its business dealings.

Our Code of Conduct prohibits the employees from taking or giving or offering of bribe or illegal gratification. Employees or their family shall not accept any offer, payment, gift or authorization to pay any money, gift, or anything of value from customers, vendors, consultants or persons associated directly or indirectly with the business of the Company.

Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law enforcement agency for the charges of bribery/ corruption:
There have been no cases involving disciplinary action by any law enforcement agency for the charges of bribery / corruption against the Directors / KMPs / employees that have been brought to our attention.
Details of complaints with regard to conflict of interest:

None

Provide details of any corrective action taken or underway on issues related to fines / penalties / action taken by regulators/ law enforcement agencies/ judicial institutions, on cases of corruption and conflicts of interest:

Not Applicable

PRINCIPLE 2: Businesses should provide goods and services in a manner that is sustainable and safe

Essential Indicators

Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the environmental and social impacts of product and processes to total R&D and capex investments made by the entity, respectively.

Category	Current Financial Year Previous Financial Year Details of improvements in environmental and social impacts
R&D	Since we are not manufacturing any product and have any manufacturing processes,
	further, the Company is not currently providing any major services, pending proposed
Capex	merger, therefore Companyhas not made anyR&D and Capex investments.

a. Does the entity have procedures in place for sustainable sourcing? (Yes/No)- No
b. If yes, what percentage of inputs were sourced sustainably?- Not Applicable
Describe the processes in place to safely reclaim your products for reusing, recycling and disposing at the end of life, for –
(a) Plastics (including packaging) - The Company being in the services sector does not manufacture any products related to Plastics. Measures have been taken to reduce the usage of plastics, such as the replacement of plastic bottles with glass bottles and the use of bio-degradable plastic bags. Further plastic waste if any, is disposed of in an eco-friendly manner.
(b) E-waste - Our e-waste includes UPS, electrical fittings, mobile phones, laptops, desktops, modems etc. The e-waste is disposed off as per the regulatory guidelines.
(c) Hazardous waste - Not Applicable. Given the nature of the business, the Company provides services to its customers and does not manufacture any products. Hence, the Company does not produce hazardous waste.
(d) Other waste. - The food and wet waste are collected by the local government bodies for efficient disposal.
Whether Extended Producer Responsibility (EPR) is applicable to the entity’s activities (Yes / No). If yes, whether the waste collection plan is in line with the Extended Producer Responsibility (EPR) plan submitted to Pollution Control Boards? If not, provide steps taken to address the same.-

Not Applicable to the Company, as it is in service industry, it does not manufacture products.

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PRINCIPLE 3: Businesses should respect and promote the well-being of all employees, including those in their value chains

Essential Indicators

a. Details of measures for the well-being of employees (Permanent Employees).

Category		% of employees covered by
	Total (A)	Health insurance Accident insurance Maternity benefts Paternity benefts Day Care facilities
		Number (B) % (B / A) Number (C) % (C / A) Number (D) % (D / A) Number (E) % (E / A) Number (F) % (F / A)
Permanent Employees
Male 3 3 100.00% 3 100.00% 0 0.00% 0 0.00% 0 0.00%
Female 1 1 100.00% 1 100.00% 1 100.00% 0 0.00% 0 0.00%
Total 4 4 100.00% 4 100.00% 1 25.00% 0 0.00% 0 0.00%
Other thanpermanent Employees
Male 0 0 0.0% 0 0.0% 0 0.0% 0 0.0% 0 0.0%
Female 0 0 0.0% 0 0.0% 0 0.0% 0 0.0% 0 0.0%
Total 0 0 0.0% 0 0.0% 0 0.0% 0 0.0% 0 0.0%

b. Details of measures for the well-being of workers. (Permanent Workers)

Not Applicable

Details of retirement benefits, for current financial year and previous financial year:

Benefts	No. of employees covered as a % of total employees (CY)	No. of workers covered as a % of total workers (CY)	Deducted and deposited with the authority (Y/N/N.A.) (CY)	No. of employees covered as a % of total employees (PY)	No. of workers covered as a % of total workers (PY)	Deducted and deposited with the authority (Y/N/N.A.) (PY)
PF	100%	Not Applicable	Yes	100%	Not Applicable	Yes
Gratuity	100%	Not Applicable	Not Applicable	100%	Not Applicable	Not Applicable
ESI	Not Applicable	Not Applicable	Not Applicable	Not Applicable	Not Applicable	Not Applicable

Others – Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable please specify

Are the premises / offices of the entity accessible to differently abled employees and workers, as per the requirements of the Rights of Persons with Disabilities Act, 2016? If not, whether any steps are being taken by the entity in this regard.

Our Office is located in the premises which is on the ground floor and have infrastructure for differently abled individuals. Wheelchair accessibility and Doctor’s room are also available in the corporate office.

Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so, provide a web-link to the policy.

Yes, the Company’s Code of Conduct outlines its commitment to non-discrimination, by providing equal opportunity to all its employees irrespective of race, colour, religion, sex, national origin, ancestry, age, marital status, sexual orientation, or disability. The Code of Conduct is an internal document and is available to the employees of the Company.

Return to work and Retention rates of permanent employees and workers that took parental leave.

Not Applicable

Is there a mechanism available to receive and redress grievances for the following categories of employees and worker? If yes, give details of the mechanism in brief.

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The Company follows an Open-door policy and transparent communication. Employees are encouraged to share their concerns with their superiors, HR department, legal & compliance, or the members of the senior management. Employees can also send their concerns to the email id of the Designated Officer/ HR Head, who will take the required action well in time.

In addition, Whistle-blower Initiative (WI) provides a formal platform to share grievances on various matters. The details of the grievance mechanism are shared with employees with adequate security and confidentiality. Whistle blower policy is displayed on the Company’s website with details of the appointed Ombudsman.

We have a policy on the prevention, prohibition, and redressal of sexual harassment of women at the workplace and have an Internal Complaints Committee (ICC) in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013.

Membership of employees and worker in association(s) or Unions recognised by the listed entity:

Category	FY 2023-24 FY 2022-23
	Total employees / workers in respective category (A) No. of employees / workers in respective category, who are part of association(s) or Union(B) % (B / A) Total employees / workers in respective category (C) No.of employees / workers in respective category, who are part of association(s) or Union(D) %(D / C)
Total Permanent Employees	4 NA 0.0% 4 NA 0.0%
- Male	3 NA 0.0% 3 NA 0.0%
- Female	1 NA 0.0% 1 NA 0.0%
Total Permanent Workers	0 NA 0.0% 0 NA 0.0%
- Male	0 NA 0.0% 0 NA 0.0%
- Female	0 NA 0.0% 0 NA 0.0%

Note: The Company recognizes the right to freedom of association in accordance with the laws of the land. However, we do not have a recognized employee’s association.

Details of training given to employees and workers:

Category		FY 2023-24	FY 2022-23
	Total (A)	On Health and safety measures On Skill upgradation Total (D) No.(B) %(B / A) No.(C) %(C / A)	On Health and safety measures On Skill upgradation
			No.(E) %(E / D) No.(F) %(F / D)
Employees
Male	3	3 100.00% NA 0.0% 3	3 100.00% NA 0.0%
Female	1	1 100.00% NA 0.0% 1	1 100.00% NA 0.0%
Total	4	4 100.00% NA 0.0% 4	4 100.00% NA 0.0%
Workers
Male	0	NA 0.0% NA 0.0% 0	NA 0.0% NA 0.0%
Female	0	NA 0.0% NA 0.0% 0	NA 0.0% NA 0.0%
Total	0	NA 0.0% NA 0.0% 0	NA 0.0% NA 0.0%

Note: The Company gives periodic training on Fire and Safety to its Employees.

Details of performance and career development reviews of employees and workers

All employees of the Company undergo an annual performance appraisal process. The performance of the KMPs is evaluated by the Nomination and Remuneration Committee and the Board on an annual basis. The underlying philosophy of the performance management system is to have a fair and transparent system of appraisal, which ensures an objective mechanism to measure each employee’s performance and potential and implement a reward system which recognises merit.

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(a) Whether an occupational health and safety management system has been implemented by the entity? (Yes/ No). If yes, the coverage such system?

There are no occupational health and safety risks considering the nature of the business. Employee well-being and psychological safety continue to be a priority of the Company. Periodic training on fire safety and fire-fighting equipment is provided along with the evacuation drills. The Company believes in promoting employee well-being and providing a supportive environment to all employees and has guidelines on employee health and safety. We have Doctor available at office premises on alternate days and on other days the Doctor is available to the employees virtually. The Company has First Aid kit for its employees and also a car facility is available to drop employees at home or hospital to meet medical emergencies.

(b) What are the processes used to identify work-related hazards and assess risks on a routine and non-routine basis by the entity?

Given the nature of business of the Company, this is not applicable to us. However, the Company continuously strives to identify and improve hazards at the workplace with measures like Fire/ Smoke Sensors, CCTV, 24hour Security, water purifiers etc.

(c) Whether you have processes for workers to report the work-related hazards and to remove themselves from such risks. (Y/N)-

Given the nature of business of the Company, this is not applicable to us.

(d) Do the employees/ worker of the entity have access to non-occupational medical and healthcare services? (Yes/ No)-

Yes. All employees are covered under the Company’s Medical Insurance

Details of safety related incidents, in the following format: Not Applicable
Describe the measures taken by the entity to ensure a safe and healthy workplace. –
i Hand free sanitizer has been made available in different areas of the office.
ii Availability of 24 hrs. security guard.
iii Installation of CCTV, Fire Extinguisher, Fire/Smoke Sensors, Installation of water purifiers, AHU etc.
iv We also have Doctor’s Room at our corporate office.
v Mediclaim policy for employees are provided.
vi Maternity leave facility for eligible employees.

vii Cafeteria facilities are being provided with subsidized meals are available in Canteen

Number of complaints on the following made by employees and workers.

There are no complaints made by employees and workers on the working conditions and health & safety during FY 2023-24 and FY 2022-23.

Assessments for the year:

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Category % of your plants and offices that were assessed (by entity or statutory authorities
or third parties)
----- End of picture text -----

Health	100%. The Company doesn’t have plants as it is not involved in any manufacturing
and safety	activity.
practices
Working	Periodic internal communication, alerts, and audits from external agencies are
Conditions	conducted on safety related aspects. Employees are given periodic training on basic and advanced fre safety, including evacuation drills. Internal permanent control team analysis the ofce premises and confrm whether the Company is complying with the checklist which includes the display of the Signboard, notice board, installation of fre
	extinguishers, maintenance of registers, etc. The Company provides safe drinking water through water purifers and clean sanitation facilities to the employees and also has been usinginduction cookers and ovens instead of LPG Cylinders at all its ofces.

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Provide details of any corrective action taken or underway to address safety-related incidents (if any) and on significant risks / concerns arising from assessments of health & safety practices and working conditions.

Not Applicable

PRINCIPLE 4: Businesses should respect the interests of and be responsive to all its stakeholders

Essential Indicators

Describe the processes for identifying key stakeholder groups of the entity.

We place great emphasis on stakeholder identification and its pivotal role in the triumph of our projects. Our meticulous approach commences with a thorough analysis to discern the vital stakeholders, encompassing employees, customers, shareholders, government entities, and regulatory authorities. By comprehending the needs and concerns of our stakeholders, we proactively address their expectations, mitigate potential risks, and cultivate enduring relationships that are indispensable to our prosperity. Our stakeholder identification process remains a continuous undertaking, enabling us to remain informed, engaged, and responsive to the ever-evolving needs of our stakeholders.

Throughout the year, we engage formally and informally with our stakeholders to explore ESG focus areas, along with trends and developments relevant to our industry. We endeavour to consider the views of our stakeholders when we make business decisions by acknowledging their viewpoints and demonstrating respect for our shared priorities. We believe this approach reflects our commitment to transparency and accountability, and ultimately contributes to long–term value. We communicate with our team members through numerous platforms and channels, including town halls, meetings, the internet, internal messages, social media, blog posts, and newsletters that report on Company’s sustainability efforts and other key business activities. We are conducting employee surveys to gauge our team members’ views of the Company’s vision and strategy, the work environment, work relationships, and job satisfaction.

List stakeholder groups identified as key for your entity and the frequency of engagement with each stakeholder group.

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S. Stakeholder Whether Channels of communication Frequency of Purpose and scope of
No. Group identified as (Email, SMS, Newspaper, engagement engagement including
Vulnerable & Pamphlets, Advertisement, (Annually/ Half key topics and concerns
Marginalized Community Meetings, Notice yearly/ Quarterly raised during such
Group (Yes/ Board, Website), Other / others – please engagement
No) specify)
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1	Shareholders	No	Annual	General Meeting,	Quarterly	To share updates of the
			email,	Stock Exchange		Company and to call for
			(SE) intimations, investor/			meetings
			analysts	meet/conference
			calls,	annual reports,
			quarterly	results, media
			releases	and Company
			website
2	Other	No	Email, SMS, Newspaper,		As required	To share new oferings,
	Customers		Website			intimate about interest
						rate changes
3	Employees	No	Email, Website		As required	To share updates of the
						Company, health and
						safety related information
						and work-related updates
4	Government	No	Email		As required	To update on various
	and					compliances and to seek
	Regulators					approvals
5	Communities	Yes	Meets of	community / local	Ongoing	We work closely with the
			authorities / location heads,			community through our
			community visits and			various CSR initiatives.
			projects,	partnership with
			local charities, volunteerism,
			seminars/ conferences.

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PRINCIPLE 5: Businesses should respect and promote human rights

Essential Indicators

Employees and workers who have been provided training on human rights issues and policy(ies) of the entity, in the following format:

The Company’s Code of Conduct and various HR policies demonstrate our commitment to the protection of Human Rights in employment and upholding the highest level of ethical business practices. Our Code of Conduct reiterates its commitment to human rights. We made significant progress in strengthening our culture of diversity and inclusion. That commitment continues to drive our ability to identify and develop the best talent to create an inclusive culture where our workforce can thrive, advocate inclusive behaviour, and integrate diversity and inclusion into our policies and practices. Company’s policies and processes are explained in detail to the employees during their induction training.

Details of minimum wages paid to employees, in the following format:

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Category FY 2023-24 FY 2022-23
Total Equal to More than Total(D) Equal to Minimum More than
(A) Minimum Wage Minimum Wage Minimum Wage
Wage
No. % (B /A) No. %(C / A) No.(E) % (E /D) No.(F) % (F /D)
(B) ( C)
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Employees
Permanent	4	4	100.00%	4	100.00%	4	4	83.33%	4	83.33%
Male	3	3	100.00%	3	100.00%	3	3	80.00%	3	80.00%
Female	1	1	100.00%	1	100.00%	1	1	100.00%	1	100.00%
Other than	0	0	0	0	0.0%	0	0	0.0%	0	0.0%
Permanent
Male	0	NA	0.0%	NA	0.0%	0	NA	0.0%	NA	0.0%
Female	0	NA	0.0%	NA	0.0%	0	NA	0.0%	NA	0.0%
Workers
Permanent
Male
Female
Other than					Not	Applicable
Permanent
Male
Female

Details of remuneration/salary/wages, in the following format:
Please refer Annexure H to the Board’s Report for the FY 2023-24.
Do you have a focal point (Individual/ Committee) responsible for addressing human rights impacts or issues caused or contributed to by the business? (Yes/No)-

The Company can address their complaints or grievances to the Human Resources department or to the Senior Management. There shall be no retaliation or reprisal against any employee or associate who raises concerns.

Describe the internal mechanisms in place to redress grievances related to human rights issues-

The Company regards respect for human rights as one of its fundamental and core values and strives to support, protect and promote human rights to ensure that fair and ethical business and employment practices are followed. The Company is committed to maintaining a safe and harmonious business environment and workplace for everyone, irrespective of ethnicity, region, sexual orientation, race, caste, gender, religion, disability, work, designation, and other parameters. Employees are encouraged

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to share their concerns with their superiors, HR department, legal & compliance, or the members of the senior management.

In addition, Whistle-blower Initiative (WI) provides a formal platform to share grievances on various matters. The details of the grievance mechanism and WI are shared with employees to the concerned official with adequate security and confidentiality. Whistle blower policy is placed on the website of the Company www.ndlventures.in with details of the appointed Ombudsman.

Number of Complaints on the following made by employees and workers:

	FY 2023-24 FY 2022-23
	Filed during the year Pending resolution at the end of year Remarks Filed during the year Pending resolution at the end of year Remarks
Sexual Harassment	NIL NIL NIL NIL NIL NIL
Discrimination at workplace	NIL NIL NIL NIL NIL NIL
Child Labour	NIL NIL NIL NIL NIL NIL
Forced Labour/Involuntary Labour	NIL NIL NIL NIL NIL NIl
Wages	NIL NIL NIL NIL NIL NIl
Other human rights related issues	NIL NIL NIL NIL NIL NIL

Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases.

For effective redressal of employee grievances, the Company has in place the Code of Conduct, Employee manual, and the Whistle Blower policy.

The Company also has a policy against Sexual Harassment at the workplace in adherence to the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013.

Do human rights requirements form part of your business agreements and contracts?

The Company’s Code of Conduct and various HR policies demonstrate our commitment to the protection of Human Rights in employment and upholding the highest level of ethical business practices.

Assessments for the year:

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Category % of your plants and offices that were assessed (by entity or
statutory authorities or third parties)
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Child labour Forced/involuntary labour Sexual harassment The Company is in compliance with the laws, as applicable. Discrimination at workplace Wages Others – please specify

Provide details of any corrective actions taken or underway to address significant risks / concerns arising from the assessments at Question 9 above-

No Corrective actions was necessitated by the Company during the year under review.

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PRINCIPLE 6: Businesses should respect and make efforts to protect and restore the environment

Essential Indicators

Details of total energy consumption (in Joules or multiples) and energy intensity.

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Parameter FY 2023-24 FY 2022-23
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Total electricityconsumption(A)	Nil Nil
Total fuel consumption(B)	Nil Nil
Energyconsumption through other sources(C)	Nil Nil
Total energyconsumption(A+B+C)	Nil Nil
Energy intensity per rupee of turnover (Total energy consumption/ turnover in rupees)	- -
Energy intensity (optional) – the relevant metric may be selected by the entity	- -

Note- Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency- No.

Note - Given the nature of business, the Company is into the business of providing services and that from one location. Accordingly, details of energy consumption under this indicator are miniscule, hence, not reportable.

Does the entity have any sites / facilities identified as designated consumers (DCs) under the Performance, Achieve and Trade (PAT) Scheme of the Government of India? (Y/N) If yes, disclose whether targets set under the PAT scheme have been achieved. In case targets have not been achieved, provide the remedial action taken, if any- No.
Provide details of the following disclosures related to water, in the following format: Water withdrawal by source (in kilolitres)

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Parameter FY 2023-24 FY 2022-23
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Water withdrawal by source(in kilolitres)
(i) Surface water	Nil	Nil
(ii)Groundwater	Nil	Nil
(iii)Thirdpartywater	Nil	Nil
(iv)Seawater / desalinated water	Nil	Nil
(v)Others	Nil	Nil
Total volume of water withdrawal(in kilolitres) (i + ii + iii + iv + v)	Nil	Nil
Total volume of water consumption(in kilolitres)	Nil	Nil
Water intensity per rupee of turnover(Water consumed / turnover)	-	-
Water intensity (optional) – the relevant metric may be selected by	-	-
the entity. KL / of

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency- No.

Note- Given the nature of business, the Company is into the business of providing services. Further, the Company’s water consumption is limited to drinking water and sanitisation. However, the Company undertakes initiatives to save this resource wherever possible. Owing to the nature of business, there is no ground or surface water withdrawal.

Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its coverage and implementation- No.

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Please provide details of air emissions (other than GHG emissions) by the entity, in the following format:

Given the nature of business, this indicator is not applicable.

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency.- No.

Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in the following format:

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Parameter Unit FY 2023-24 FY 2022-23
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Total Scope 1 emissions (Break-up of the GHG into		Nil	Nil
CO2,CH4,N2O,HFCs,PFCs,SF6,NF3,if available)
Total Scope 2 emissions (Break-up of the GHG into		Nil	Nil
CO2,CH4,N2O,HFCs,PFCs,SF6,NF3,if available)
Total Scope 1 and Scope 2 emissions per rupee of	/ rupee of	-	-
turnover	turnover
Total Scope 1 and Scope 2 emission intensity (optional)	/ of	-	-
– the relevant metric maybe selected bythe entity

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency- No.

Note - The Company operates in the service sector, hence, the likelihood that GHGs emission is either negligible or non-existent.

Does the entity have any project related to reducing Green House Gas emission? If Yes, then provide details.

The Company operates in the service sector, the likelihood that GHGs emission is very low or nonexistent. The Company does not have any specific project. The Company is dedicated to reducing its overall emissions resulting from operations. To achieve this goal, the Company continuously evaluates how its operations affect the environment, identifies key factors that contribute to its impact. One of the keyways the Company achieves this is by ensuring low electricity consumption through a variety of energy-saving measures and the Company has adopted one of the measures i.e. using LED lighting.

Provide details related to waste management by the entity, in the following format:

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Parameter FY2023-24 FY2022-23
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Total Wastegenerated(in metric tonnes)
Plastic waste(A)	Nil	Nil
E-waste(B)	Nil	Nil
Bio-medical waste(C)	Nil	Nil
Construction and demolition waste(D)	Nil	Nil
Batterywaste(E)	Nil	Nil
Radioactive waste(F)	Nil	Nil
Other Hazardous waste.Please specify,if any.(G)	Nil	Nil
Other Non-hazardous waste generated (H). Please specify, if any.	Nil	Nil
(Break-upbycomposition i.e. bymaterials relevant to the sector)
Total(A + B + C + D + E + F + G + H)	-	-
For each category of waste generated, total waste recovered through	recycling, re-using or
other recovery operations(in metric tonnes)
Category of waste
(i) Recycled	Nil	Nil
(ii)Re-used	Nil	Nil
(iii)Other recoveryoperations	Nil	Nil
Total	-	-

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency.- No.

Note- Given the nature of business, the Company is into the business of providing services. Accordingly, details of waste management under this indicator are miniscule, hence, not reportable.

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Briefly describe the waste management practices adopted in your establishments. Describe the strategy adopted by your company to reduce usage of hazardous and toxic chemicals in your products and processes and the practices adopted to manage such wastes.-

Given the nature of the business, there is no usage of hazardous and toxic chemicals by the Company. We strive for minimum generation of waste in our offices and ensure that the waste is disposed-off in an eco-friendly manner.

If the entity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife sanctuaries, biosphere reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones etc.) where environmental approvals / clearances are required, please specify details in the following format:

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S. Location of Type of Whether the conditions of environmental approval /
No. operations/offices operations clearance are being complied with? (Y/N) If no, the
reasons thereof and corrective action taken, if any.
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Our office is not located in ecologically sensitive site.

Details of environmental impact assessments of projects undertaken by the entity based on applicable laws, in the current financial year:

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S. Name and EIA Date Whether conducted Results Relevant
No. brief details Notification by independent communicated Web link
of project No. external agency in public domain
(Yes / No) (Yes / No)
Not Applicable
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Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India; such as the Water (Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment protection act and rules thereunder (Y/N). If not, provide details of all such noncompliances, in the following format:

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S. Specify the law / Provide details Any fines / penalties / action Corrective
No. regulation / guidelines of the non- taken by regulatory agencies action taken,
which was not compliance such as pollution control if any
complied with boards or by courts
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Yes, the Company follows all the applicable environmental law/ regulations/ guidelines in India. No fine/ penalty/action was initiated against the entity under any of the applicable environmental laws/ regulation/ guidelines.

PRINCIPLE 7: Businesses, when engaging in influencing public and regulatory policy, should do so in a manner that is responsible and transparent.

Essential Indicators

a. Number of affiliations with trade and industry chambers/ associations - Nil
b. List the top 10 trade and industry chambers/ associations (determined based on the total members of such body) the entity is a member of/ affiliated to. – Not Applicable
Provide details of corrective action taken or underway on any issues related to anti-competitive conduct by the entity, based on adverse orders from regulatory authorities.

No Adverse order form Regulatory Authorities passed on any issues related to anti-competitive conduct by the Company.

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PRINCIPLE 8: Businesses should promote inclusive growth and equitable development

Essential Indicators

Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in the current financial year.
There is no statutory obligation for the Company to provide the funds for CSR activities, therefore, no Social Impact Assessment of Projects have been undertaken by the Company in the current financial year.
Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being undertaken by your entity, in the following format:

Not Applicable

Describe the mechanisms to receive and redress grievances of the community.

The Company interacts with the community to understand and address their concerns. After interacting with the community, the Company makes a plan on how the issues can be sorted out and takes appropriate action for the same.

Percentage of input material (inputs to total inputs by value) sourced from suppliers:

Category	Current Financial Year Previous Financial Year
Directlysourced from MSMEs/ smallproducers	Not Applicable considering the business model
Sourced directly from within the district and	of the Company.
neighbouringdistricts

PRINCIPLE 9: Businesses should engage with and provide value to their consumers in a responsible manner

Essential Indicators

Describe the mechanisms in place to receive and respond to consumer complaints and feedback-

Customer satisfaction is a top priority of the Company and we have established several mechanisms to address customer queries, complaints, and suggestions. All queries are promptly recorded and forwarded to the relevant departments for resolution.

Turnover of products and/ services as a percentage of turnover from all products/service that carry information about:

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----- Start of picture text -----

Category As a percentage to total turnover
----- End of picture text -----

Environmental and socialparameters relevant to theproduct	Not Applicable
Safe and responsible usage	Not Applicable
Recyclingand/or safe disposal	Not Applicable

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Number of consumer complaints in respect of the following:

	FY 2023-24 FY 2022-23
	Received during the year Pending resolution at end of year Remarks Received during the year Pending resolution at end of year Remarks
Dataprivacy	NIL NIL Not Applicable NIL NIL Not Applicable
Advertising	NIL NIL Not Applicable NIL NIL Not Applicable
Cyber-security	NIL NIL Not Applicable NIL NIL Not Applicable
Delivery of essential services	NIL NIL Not Applicable NIL NIL Not Applicable
Restrictive Trade Practices	NIL NIL Not Applicable NIL NIL Not Applicable
Unfair Trade Practices	NIL NIL Not Applicable NIL NIL Not Applicable
Other	NIL NIL Not Applicable NIL NIL Not Applicable

Details of instances of product recalls on account of safety issues:

Category	Number	Reasons for recall
Voluntaryrecalls	Not Applicable	Not Applicable
Forced recalls	Not Applicable	Not Applicable

Considering the natures of Company’s business, instances of product recalls on account of safety issues did not arise.

Does the entity have a framework/ policy on cyber security and risks related to data privacy? (Yes/No) If available, provide a web-link of the policy.
Yes, the policy is placed on the website of the Company at http://ndlventures.in/investors/corporate policies/
Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of essential services; cyber security and data privacy of customers; re-occurrence of instances of product recalls; penalty / action taken by regulatory authorities on safety of products / services.

Not Applicable (No penalties/regulatory action has been levied/ taken on the above-mentioned parameters)

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Annexure “F” to the Board’s Report

Form No. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2024

Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

To, The Members, NDL Ventures Limited

(Formerly known as NXTDIGITAL Limited) IN CENTRE, 49/50 MIDC, 12th Road, Andheri (East), Mumbai- 400093.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by NDL Ventures Limited (formerly known as NXTDIGITAL Limited) (“ the Company ”). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.

Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on March 31, 2024 complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended March 31, 2024, according to the provisions of:

The Companies Act, 2013 (the Act) and the rules made thereunder;
The Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) to the extent applicable: -
- (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
- (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
- (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (To the extent applicable)
- (d) The Securities and Exchange Board of India (Share Based Employee Benefits Sweat Equity) Regulations, 2021; (Not Applicable)
- (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 and The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (Not Applicable)
- (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (Not Applicable)
- (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 (Not Applicable) ;
Foreign Exchange Management Act, 1999 (‘FEMA’) and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, overseas Direct Investment and External Commercial Borrowings;
The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;
The Depositories Act, 1996 and the Regulations and Bye- Laws framed there under;
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not Applicable)
(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
(j) The Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019; and

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(k) The Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003.
Laws specifically applicable to the industry to which the Company belongs as identified by the management, that is to say:

Vide order dated November 11,2022 issued by the Hon’ble National Company Law Tribunal, the Company’s Media and Communication business undertaking was transferred to Hinduja Global Solutions Limited. Post Demerger, the Company had applied for NBFC license which is awaited as on date. Resultantly, there was no business activity during the year. Hence, no industry specific laws are applicable during the audit period.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period:

The Company has filed an application to Reserve Bank of India on November 11, 2023 for its registration as Non-Banking Financial Company and is awaiting approval of Reserve Bank of India.
Mr. Amar Chintopanth was re-appointed as a Director of the Company and the said reappointment was approved by the shareholders of the Company in the 38th Annual General Meeting held on September 08, 2023.
Other laws to the extent applicable to the Company as per the representations made by the Company;

I have also examined compliance with the applicable clauses of the following:

Secretarial Standards issued pursuant to section 118(10) of the Act, by The Institute of Company Secretaries of India.

During the period under review, the Company has generally complied with the above-mentioned Secretarial Standards issued by The Institute of Company Secretaries of India.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines etc. mentioned above.

I further report that The Board of Directors of the Company is duly constituted with a proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate Notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance except for the meetings conducted at shorter notice, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Mr. Amar Chintopanth was re-appointed as Whole Time Director of the Company for the period of two (02) years from September 04, 2023 to September 03, 2025 on the existing term and conditions and the said re-appointment was approved by the shareholders of the Company in the 38th Annual General Meeting held on September 08, 2023.
Approval of the Shareholders was sought with respect to the material related party transactions with Hinduja Realty Ventures Limited, Hinduja Global Solutions Limited, IndusInd Media & Communications Limited, IN Entertainment (India) Limited and OneOTT Intertainment Limited, during the period from April 1, 2024 to September 30, 2024 or till the date of the Annual General Meeting to be held in the financial year 2024-25 whichever is earlier, through postal ballot and the transactions were approved by the Shareholders of the Company on March 20, 2024.

Sd/Rupal Dhiren Jhaveri Practicing Company Secretary Membership No.: FCS 5441 Certificate of Practice No.: 4225 UDIN: F005441F000265833 Peer Review No.: 1139/2021

Place: Mumbai Date: April 29, 2024

This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.

Majority decision is carried through while the dissenting members’ views, if any, are captured and recorded as part of the minutes.

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To,

The Members, NDL Ventures Limited

(Formerly known as NXTDIGITAL Limited) IN CENTRE, 49/50 MIDC, 12th Road, Andheri (East), Mumbai- 400093.

My report of even date is to be read along with this letter.

‘Annexure A’

Maintenance of secretarial record is the responsibility of the management of the company. My responsibility is to express an opinion on these secretarial records based on my audit.
I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices I followed provide a reasonable basis for my opinion.
I have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.
Where ever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.
The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.
The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

Sd/Rupal Dhiren Jhaveri Practicing Company Secretary Membership No.: FCS 5441 Certificate of Practice No.: 4225 UDIN: F005441F000265833 Peer Review No.: PR1139/2021

Place: Mumbai Date: April 29, 2024

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Annexure “G” to the Board’s Report

ANNUAL CORPORATE SOCIAL RESPONSIBILITY (“CSR”) REPORT

Pursuant to Section 135 of the Companies Act, 2013

1. Brief outline on CSR Policy of the Company

NDL Ventures Limited (formerly known as NXTDIGITAL Limited) (hereinafter referred to as the “Company”) is inspired by the pioneering thoughts of late Shri Parmanand Deepchand HindujaFounder of the Hinduja Group. For us, at NDL Ventures Limited, Corporate Social Responsibility (CSR) encompasses engagements in socially relevant events for the under-privileged sections of society. Our commitment to CSR is focused on initiatives that make a constructive contribution to the community and encourage sustainable development.

Programs:

Taking note of the importance of synergy and interdependence at various levels, the Company has adopted a strategy for working directly or in partnership, which ever appropriate.

Priority is given to Rural Development and Education.
However, specific programs might be expanded beyond this purview and upscaled.
All the CSR spends would be formulated based on need assessment using different quantitative and qualitative methods.
All the interventions would be adopted based on concurrent evaluations and knowledge management through process documentation.
Social Mobilization, advocacy at various levels, and appropriate policy changes form part of the interventions in each sector.

2. Composition of CSR Committee:

Sl. No.	Name of Director	Designation / Nature of Directorship	Number of meetings of CSR Committee held during theyear	Number of meetings of CSR Committee attended during the year
1.	Mr. Munesh Khanna	Chairman -	1	1
		Independent Director
2.	Mr. Sudhanshu Tripathi	Member - Non-	1	1
		Executive Director
3.	Mr. Amar Chintopanth	Member - Whole	1	1
		-Time Director & CFO

During the year ended March 31, 2024, a meeting of CSR Committee was held on January 31, 2024.

3. Web-link where Composition of CSR committee, CSR Policy and CSR projects are disclosed on the website of the Company

a) Web-link of composition of CSR Committee – https://www.ndlventures.in/about-us/board-ofdirectors/
b) Web-link of CSR Policy - http://ndlventures.in/contents/static/uploads/inv/corporate_policies/9 Corporate-Social-Responsibility-Policy.pdf
c) Web-link of CSR Projects – Not applicable.

4. Details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable - Not Applicable

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5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any – Nil

6. Average net profit of the Company as per section 135(5): Nil

7. (a) Two percent of average net profit of the Company as per section 135(5): Nil

(In terms of applicable regulatory provisions, on account of absence of average net profit for last three financial years, the Company was not required to incur any expenditure on CSR in the financial year 2023-24)

(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: Nil
(c) Amount required to be set off for the financial year, if any: Nil
(d) Total CSR obligation for the financial year (7a+7b-7c): Nil

8. (a) CSR amount spent or unspent for the financial year 2023-24:

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Total Amount Amount Unspent (in ) Spent for Total Amount transferred to Amount transferred to any fund specified the Financial Unspent CSR Account as under Schedule VII as per second proviso Year (in ) per section 135(6) to section 135(5)
Amount Date of Name of the Amount Date of
transfer Fund transfer
NIL Nil NA Nil NA NA
----- End of picture text -----

(b) Details of CSR amount spent against ongoing projects for the financial year: Nil
(c) Details of CSR amount spent against other than ongoing projects for the financial year: Nil
(d) Amount spent in Administrative Over heads: Nil
(e) Amount spent on Impact Assessment, if applicable: Nil
(f) Total amount spent for the Financial Year (8b+8c+8d+8e): Nil
(g) Excess amount for set off, if any: Nil

9. (a) Details of Unspent CSR amount for the preceding three financial years:

Sl. No. Preceding Financial Year Amount transferred to Unspent CSR Account under section 135(6) (in`)<br>Amount<br>spent in the<br>reporting<br>Financial<br>Year (in`)	Amount transferred to any fund specifed under Schedule VII as per section 135(6), if any. Amount remaining to be spent in the succeeding fnancial years (in`)<br>Name of<br>the Fund<br>Amount<br>(in`) Date of transfer
1 FY 2020-21	Nil
2 FY 2021-22	Nil
3 FY 2022-23	Nil

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(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):

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(1) (2) (3) (4) (5) (6) (7) (8) (9)
Sl. Project Name Financial Project Total Amount Cumulative Status
No. ID of the Year in duration amount spent on amount of the
Project which the allocated the project spent at project -
project was for the in the the end of Completed
commenced project reporting reporting / Ongoing
(in ) Financial Financial Year (in ) Year (in ` )
Nil
----- End of picture text -----

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year (asset-wise details): Nil

11. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per section 135(5): Not applicable

Place: Mumbai Date: August 8, 2024

Sd/Sd/Munesh Khanna Amar Chintopanth Chairman, CSR Committee Member, CSR Committee

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Annexure “H” to the Board’s Report

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1. The percentage increase in remuneration of each Director, Chief Financial Officer (CFO) and Company Secretary (CS) during the financial year 2023-24, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2023-24 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sr. No.	Name of the ^Director / Key Managerial Person (KMP) and Designation	Remuneration of Director / KMP for the fnancial year 2023-24 (`in Lakh)	% increase/ (decrease) in remuneration in the fnancial year 2023-24	Ratio of remuneration of each Director to median remuneration of employees	Comparison of the Remuneration of the KMP against the performance of the Company
1.	Amar Chintopanth	163.40	Not Applicable	53.93
	Whole Time Director & CFO				Please refer the
2.	Ashish Pandey	44.06	Not Applicable	Not Applicable	note given below.
	CompanySecretary

^ excludes Directors not drawing any remuneration apart from sitting fees.
` 3.03 lakhs. The median remuneration of the employees of the Company during the financial year was

3. The percentage change in the median remuneration of employees in the financial year.

In the financial year, there was no change in the median remuneration of employees in comparison to the previous financial year.

4. The number of permanent employees on the roll of the Company.

There were 04 permanent employees on the rolls of the Company as on March 31, 2024.
Average percentile increase/(decrease) made in the salaries of employees other than the managerial personnel in the financial year 2023-24 was 8.01 and there is no percentile increase in the managerial remuneration for the same financial year.

6. Affirmation that the remuneration is as per the remuneration policy of the Company.

It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other employees.

Note: Subsequent to Demerger of Digital, Media & Communications business undertaking of the Company into Hinduja Global Solutions Limited vide Order dated November 11, 2022 issued by Hon’ble National Company law Tribunal, the Board of Directors of the Company have proposed merger by absorption of Hinduja Leyland Finance Limited with the Company which is underway, therefore, remuneration of KMPs against the performance of the Company is not comparable.

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Annexure “I” to the Board’s Report

A. Particulars of employees drawing salary of ` 102 Lakh or above per annum as required under Section 197(12) of Companies Act, 2013 read with Rule 5(2) (i) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Name	Age	Designation	Gross Remuneration (`in Lakh)	Nature of Employment	Qualifcations	Total Experience	Date of Commencement of employment Last employment held, Designation – period for which post held
Mr. Amar	65	Whole Time	163.40	Contractual	Chartered	41 Years	August 12, 2014
Chintopanth		Director & CFO			Accountant

Notes:

The Gross remuneration shown above is subject to tax and comprises of salary, allowances, monetary value of perquisites as per Income tax rules and Company’s contribution to provident fund and superannuation fund. In addition, employees are entitled to gratuity and leave encashment in accordance with the Company’s rules.
The employee mentioned above is not a relative of any director of the Company.
B. Particulars of the employees employed for a part of a year drawing salary of not less than ` 8.50 Lakh per month in aggregate – Nil
C. Particulars of the employee employed throughout the year or a part of the year who was in receipt of remuneration which is in excess of that drawn by the Managing Director and who holds himself or along with his spouse and dependent children, not less than 2% of the equity shares of the Company - Nil

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Independent Auditor’s Report

To

The Members of NDL Ventures Limited

(Formerly known as NXTDIGITAL Limited)

Report on the Audit of the Financial Statements

Opinion

We have audited the accompanying financial statements of NDL Ventures Limited (formerly known as “NXTDIGITAL Limited”) (“the Company”) , which comprise the Balance Sheet as at March 31, 2024, the statement of Profit and Loss (including other comprehensive income), its statement of cash flows and the statement of changes of equity for the year ended on that date and notes to the financial statements including a summary of the material accounting policies and other explanatory information (hereinafter referred to as “financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements, give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and are in conformity with the Accounting standards prescribed under section 133 of the Act read with the companies (Indian Accounting Standards) Rules, 2015 as amended (“IND AS”) and other accounting principles generally accepted in India and give a true and fair view of the state of affairs of the Company as at March 31, 2024 and its profit, total comprehensive income, its statement of cash flows and the statement of changes of equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibility for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Information other than the Financial Statements and Auditor’s Report thereon

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in Director’s report, but does not include the financial statements and our auditors report thereon.

Our opinion on the financial statements does not cover the other information, and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

When we read the other information, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of Management and those charged with governance for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements, that give a true and fair view of the financial position, financial performance, cash flows and changes in equity of the Company in accordance with the IND AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and free from material misstatement, whether due to fraud or error.

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Independent Auditor’s Report

In preparing the financial statements, management and Board of Directors is responsible for assessing the Company’s ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or cease the Company’s operations, or has no realistic alternative but to do so.

The Company’s Board of Directors is also responsible for overseeing the company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements:

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SA’s will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material, if individually or in the aggregate, they could reasonably be expected to influence economic decision of users taken on the basis of these financial statements.

As part of an audit in accordance with SA’s, we exercise professional judgment and maintain professional skepticism throughout the audit. We also,

Identify and assess the risks of material misstatement of the financial statements whether due to fraud or error design and perform audit procedures responsive to those risks and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for resulting from error as fraud may involve collusion forgery, intentional omissions, misrepresentation or the override of internal control.
Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financials controls system in place and operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management use of the going concern basis of accounting and based on the audit evidence obtained whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that material uncertainty exists we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or if such disclosures are inadequate to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, the future events or conditions may cause Company to cease to continue as a going concern.
Evaluate the overall presentation structure and content of the financial statements including the disclosures and whether the financial statements represent the underlying transactions and events in the manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning of the scope of our audit work and evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatement in the financial statements.

We communicate with those charged with governance regarding among other matters the planned scope and timing of the significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied relevant ethical requirements independence and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence and where applicable related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

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Independent Auditor’s Report

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government in terms of Section 143 (11) of the Act, we give in “Annexure A” a statement on the matters specified of the order.
As required by Section 143(3) of the Act, we further report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books except for the matters stated in the paragraph h (vi) below on reporting under Rule 11(g);
c) The Balance sheet, the Statement of Profit and Loss Account (including other comprehensive income), the Statement of Cash Flows and Statement of Changes in Equity deal with by this report are in agreement with the relevant books of account;
d) In our opinion, the aforesaid financial statements comply with the IND AS specified under section 133 of the Act.
e) On the basis of the written representations received from the directors as on March 31, 2024 taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2024 from being appointed as a director in terms of Section 164 (2) of the Act.
f) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B” .
g) In our opinion, according to information, explanations given to us, the remuneration paid / provided by the Company to its director during the year is in accordance with the provisions of Section 197 of the Act and the rules thereunder.
h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us;
- i. The Company has disclosed the impact of pending litigation in the financial statements – Refer note 22 of the financial statements.
- ii. The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses; and
- iii. There has been no delay in transferring the amounts, required to be transferred, to the Investors Eduction and Protection Fund by the Company.
- iv. A) The Management has represented that, to the best of it’s knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
  - B) The Management has represented, that, to the best of it’s knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person(s) or entity(ies), including foreign entities (Funding Parties), with the understanding, whether recorded in writing or otherwise, as on the date of this audit report, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

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Independent Auditor’s Report

C) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, and according to the information and explanations provided to us by the Management in this regard, nothing has come to our notice that has caused us to believe that the representations under sub-clause A) and B) above, contain any material mis-statement.
v. As stated in Note no 32(b) to the financial statements:
The final dividend proposed in the previous year, declared and paid by the Company during the year is in compliance with section 123 of the Act as applicable;
The Board of directors of the Company have proposed a final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in compliance with section 123 of the Act as applicable.
vi. Based on our examination, which included test checks, the Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2024 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software except Tally Prime Version 2.1, accounting software used by the Company which did not have the feature to capture edit logs till October 03, 2023. However, during the course of our audit we did not come across any instance of the audit trail feature nor any instance of accounting records being tampered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014, as amended is applicable for the Company only w.e.f. April 1, 2023, therefore, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31, 2024.

Yours Sincerely, For S K Patodia & Associates LLP Chartered Accountants Firm Reg. No.: 112723W/W100962

Sd/Ankush Goyal Partner Membership No.: 146017 UDIN: 24146017BKESCM2211

Place: Mumbai Date: April 30, 2024

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‘Annexure A’ To The Independent Auditor’s Report

(Referred to in paragraph 6 under ‘Report on other Legal and Regulatory Requirements’ section of our report of even date)

(i) In respect of Property, Plant and Equipment
a) The Company does not have anything held under Property, Plant and Equipment hence reporting under clause (i)(a) of the Order is not applicable.
b) According to the information and explanation given to us, the Company is not required to get the Property, Plant and Equipment physically verified by the Management in accordance with the regular programme of verification.
c) The Company does not have any immoveable properties of freehold or leasehold land and building and hence reporting under clause (i)(c) of the Order is not applicable.
d) According to the information and explanations given to us, the Company has not revalued its property, plant and Equipment (including Right of Use assets) and its intangible assets. Accordingly, the requirements under paragraph 3(i)(d) of the Order are not applicable to the Company.
e) According to the information and explanations given to us, no proceeding has been initiated or pending against the Company for holding Benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder. Accordingly, the provisions stated in paragraph 3(i) (e) of the Order are not applicable to the Company.
(ii) According to the information and explanations given to us and based on our examination of the records of the Company, we report that;
a) In respect of the inventory (Land), physical verification of the title deed and regular site visit were done by the management and no material discrepancies were noticed on such verification.
b) The Company has not been sanctioned working capital limits. Accordingly, the requirement under paragraph 3(ii)(b) of the Order is not applicable to the Company.
(iii) According to the information explanation provided to us, the Company has granted a loan repayable on demand. The details of the same are as follows:

Particulars	Total	Other parties	Related
			Parties
Aggregate amount of loans/ advances in nature of loans
- Repayable on demand (A)	`4,904.08 Lakhs\|`4,904.08 Lakhs	-
- Agreement does not specify any	-	-	-
terms or period of repayment (B)
Total (A+B)	`4,904.08 Lakhs\|`4,904.08 Lakhs	-
Percentage of loans/ advances in nature of loans to the	100%	100%	-
total Loans

(iv) In our opinion and according to the information and explanations given to us, the Company has not either directly or indirectly, granted any loan to any of its directors or to any other person in whom the director is interested, in accordance with the provisions of section 185 of the Act and the Company has not made investments through more than two layers of investment companies in accordance with the provisions of section 186 of the Act. Accordingly, provisions stated in paragraph 3(iv) of the Order are not applicable to the Company.
(v) According to the information and explanations given to us, the Company has not accepted any deposit during the year and hence directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provision of the act and rules framed thereunder are not applicable.
(vi) Having regard to the nature of the company’s business/activities, reporting under clause (vi) of the Order with respect to maintenance of cost records under section 148 (1) of the Act is not applicable.

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‘Annexure A’ To The Independent Auditor’s Report

(vii) According to the information and explanations given to us and based on our examination of the records of the Company, we report that in respect of statutory dues:
a) The Company has generally been regular in depositing undisputed statutory dues including provident fund, income tax, Goods and service tax and other material statutory dues applicable to it to the appropriate authorities.
b) There were no undisputed amounts payable in respects of provident fund, income tax, Goods and service tax, cess and other material statutory dues in arrears as at March 31, 2024 for a period of more than six months from the date they became payable.
(viii) According to the information and explanations given to us, there are no transactions which are not accounted in the books of account which have been surrendered or disclosed as income during the year in Tax Assessment of the Company. Also, there is no previously unrecorded income which has been now recorded in the books of account. Hence, the provision stated in paragraph 3(viii) of the Order is not applicable to the Company.
(ix) According to the information and explanations given to us and based on our examination of the records of the Company, we report that;
a) There are no loans or borrowings made by the Company and hence the provision stated in paragraph 3(ix)(a) of the order is not applicable.
b) The Company has not been declared willful defaulter by any bank or financial institution or government or any government authority.
c) No money was raised by way of term loans. Accordingly, the provision stated in paragraph 3(ix)(c) of the Order is not applicable to the Company.
d) There are no funds raised on short term basis. Accordingly, the provision stated in paragraph 3(ix)(d) of the Order is not applicable to the Company.
e) The Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures.
f) The Company has not raised loans during the year on the pledge of securities held in its securities, joint ventures or associate companies.
(x) According to the information and explanations given to us and based on our examination of the records of the Company, we report that;
a) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year. Accordingly, the provisions stated in paragraph 3 (x)(a) of the Order are not applicable to the Company.
b) The Company has not made any preferential allotment or private placement of shares or fully, partly or optionally convertible debentures during the year. Accordingly, the provisions stated in paragraph 3(x)(b) of the Order are not applicable to the Company.
(xi) According to the information and explanations given to us and based on our examination of the records of the Company, we report that;
a) During the course of our audit, examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company nor on the Company.
(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, the provisions stated in paragraph (xii) (a) to (c) of the Order are not applicable to the Company.
(xiii) According to the information and explanations given to us and based of our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act, where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

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‘Annexure A’ To The Independent Auditor’s Report

(xiv) In our opinion and based on our examination, the Company does not require to comply with provision of section 138 of the Act. Hence, the provisions stated in paragraph 3(xiv) (a) to (b) of the Order are not applicable to the Company.
(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any Non-Cash transactions with its directors or with such directors and hence provisions of sections 192 of the companies Act, 2013 are not applicable to the Company. Accordingly, the provisions stated in paragraph (xv) of the Order are not applicable to the Company

(xvi) According to the information and explanations give to us:

a) The Company has applied for the registration under section 45-IA of the Reserve Bank of India and at present the same is pending at RBI
b) The Company has not conducted any Non-Banking Financial activities without a valid Certificate of Registration (CoR) from the Reserve Bank of India as per the Reserve Bank of India Act, 1934.
c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India.
(xvii) Based on the overall review of the financial statements, the Company has not incurred any cash losses during the current financial year and the immediately preceeding financial year.
(xviii) There has been no resignation of the statutory auditors during the year. Hence, the provisions stated in paragraph clause 3 (xviii) of the Order are not applicable to the Company.
(xix) According to the information and explanations given to us and based on our examination of financial ratios, ageing and expected date of realization of financial assets and payment of liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans, we are of the opinion that no material uncertainty exists as on the date of audit report and the Company is capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the company as and when they fall due.
(xx) According to the information and explanations given to us, the provisions of section 135 of the Act are not applicable to the Company. Accordingly, reporting under clause (xx)(a) and clause (xx)(b) of the Order is not applicable to the Company.
(xxi) Since Company is standalone entity and hence reporting under clause (xxi) of the Order with respect to Qualification or adverse remarks in CARO reports of group companies is not applicable.

Yours Sincerely, For S K Patodia & Associates LLP Chartered Accountants Firm Reg. No.: 112723W/W100962

Sd/Ankush Goyal Partner Membership No.: 146017 UDIN: 24146017BKESCM2211

Place: Mumbai Date: April 30, 2024

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NDL Ventures Limited | Annual Report 2023-2024

‘Annexure B’ To The Independent Auditor’s Report

(Referred to in paragraph 7(f) under the heading ‘Report on Other Legal and Regulatory Requirements’ of our report of even date)

Report on the Internal Financial Controls under Section 143(3)(i) of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of NDL Ventures Limited (formerly known as NXTDIGITAL Limited) (“the Company”) as of March 31, 2024 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (“the Guidance Note”) issued by the Institute of Chartered Accountants of India (“ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A Company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A Company’s internal financial control over financial reporting includes those policies and procedures that:

a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company.
b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting

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NDL Ventures Limited | Annual Report 2023-2024

‘Annexure B’ To The Independent Auditor’s Report

to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at March 31, 2024, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit issued by the ICAI.

Yours Sincerely, For S K Patodia & Associates LLP Chartered Accountants Firm Reg. No.: 112723W/W100962

Sd/Ankush Goyal Partner Membership No.: 146017 UDIN: 24146017BKESCM2211

Place: Mumbai Date: April 30, 2024

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NDL Ventures Limited | Annual Report 2023-2024

Balance Sheet

as at March 31, 2024

	(`in Lakh)
Particulars Note No.	As at March 31, 2024 As at March 31, 2023
I. ASSETS 1 Non-current assets Other non-current assets 2 Deferred Tax asset 20 Total Non-current assets 2 Current assets Inventories 3 Financial assets Cash and bank balances 4 Loans 5 Other fnancial assets 6 Other current assets 7 Total Current assets TOTAL ASSETS II. EQUITY AND LlABILITIES A Equity Equity share capital 8 Other equity 9 Total Equity B Liabilities 1 Non-current liabilities Provisions 10 Total Non-current liabilities 2 Current liabilities Financial Liabilities Trade payables 11 Total outstanding dues of micro and small enterprises Total outstanding dues of other than micro and small enterprises Other fnancial liabilities 12 Provisions 13 Other current liabilities 14 Total Current liabilities Total Liabilities TOTAL EQUITY AND LIABILITIES	122.44 105.61 13.32 -
	135.76 105.61
	1,201.80 1,201.80 461.82 1,130.20 4,904.80 5,400.00 182.34 210.84 5.40 6.49
	6,756.16 7,949.33
	6,891.92 8,054.94
	3,367.17 3,367.17 2,909.47 3,422.20
	6,276.64 6,789.37
	4.62 3.47
	4.62 3.47
	- - 52.90 39.68 485.66 1,171.46 48.30 41.58 23.80 9.38
	610.66 1,262.10
	615.28 1,265.57
	6,891.92 8,054.94
Material Accounting Policies 1

The above Balance Sheet should be read in conjuction with the accompanying notes

As per our report of even date For S K Patodia & Associates LLP Chartered Accountants Firm’s Registration No : 112723W/W100962

Ankush Goyal Partner Membership No. 146017 Place : Mumbai Date : April 30, 2024

For and on behalf of

NDL Ventures Limited (Formerly known as “NXTDIGITAL Limited”) CIN: L65100MH1985PLC036896

Sudhanshu Tripathi Anil Harish Chairman Director DIN 06431686 DIN 00001685 Amar Chintopanth Ashish Pandey Whole Time Director & CFO Company Secretary DIN 00048789 FCS No. 6078 Place : Mumbai Date : April 30, 2024

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NDL Ventures Limited | Annual Report 2023-2024

Statement of Profit and Loss

for the year ended March 31, 2024

for the year ended March 31, 2024
	(`in Lakh)
Particulars Note No.	For the year ended March 31, 2024 For the year ended March 31, 2023
Income Revenue from operations 15 Other income 16 Total Income Expenses Changes in inventories 17 Employee benefts expense 18 Other expenses 19 Total Expenses Proft before tax Tax Expense: 20 (i) Current Tax (ii) Deferred Tax charge/(credit) Total Tax Expense Net Proft after tax Other Comprehensive Income Items that will not be reclassifed to proft or loss (a) Re-measurement of defned beneft plan (b) Income tax on above items Total of items that will not be reclassifed to proft or loss Total Other Comprehensive Income / (Loss) for the year Total Comprehensive Income for the year Earnings per equity share: 21 Basic & Diluted (in`)<br>Face Value per Share (in`) Material Accounting Policies 1	- - 590.15 252.11
	590.15 252.11
	- - 204.29 74.33 205.75 150.38
	410.04 224.71 180.11 27.40 31.55 - (13.02) -
	18.53 -
	161.58 27.40
	(1.18) (0.85) 0.30 -
	(0.88) (0.85)
	(0.88) (0.85)
	160.70 26.55
	0.48 0.08 10 10

The above Statement of Profit and Loss should be read in conjuction with the accompanying notes

As per our report of even date For S K Patodia & Associates LLP Chartered Accountants Firm’s Registration No : 112723W/W100962

For and on behalf of NDL Ventures Limited (Formerly known as “NXTDIGITAL Limited”) CIN: L65100MH1985PLC036896

Sudhanshu Tripathi Anil Harish Chairman Director DIN 06431686 DIN 00001685

Ankush Goyal Partner Membership No. 146017

Amar Chintopanth Whole Time Director & CFO DIN 00048789

Ashish Pandey Company Secretary FCS No. 6078

Place : Mumbai Place : Mumbai Date : April 30, 2024 Date : April 30, 2024

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NDL Ventures Limited | Annual Report 2023-2024

Statement of Cash Flows

for the year ended March 31, 2024

(` in Lakh)

Particulars	Year ended March 31, 2024 Year ended March 31, 2023	Year ended March 31, 2024 Year ended March 31, 2023	Year ended March 31, 2024 Year ended March 31, 2023
A Cash Flow from Operating Activities Proft before tax Adjustments for: Interest income on inter-corporate deposits given Interest income on fxed deposits Sundry credit balances written back Operating Proft before working capital changes Changes in working capital: (Increase)/ Decrease in other fnancial assets (Increase)/ Decrease in other assets (Decrease)/ Increase in trade payables (Decrease)/ Increase in provisions (Decrease)/ Increase in other fnancial liabilities (Decrease)/ Increase in other liabilities Cash (used in)/generated from operations Taxes paid (net of refunds and advance tax) Net Cash (used in)/generated from Operating Activities (A) B Cash Flow from Investing Activities Investment in bank deposits Inter-corporate deposits lent Inter-corporate deposits received back Interest income received Net Cash (used in) /generated from Investing Activities (B) C Cash Flow from Financing Activities Dividend paid (including unclaimed) Net Cash (used in) / generated from Financing Activities (C) Net (decrease)/increase in Cash and Cash Equivalents (A+B+C) Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year		180.11 (181.68) (471.67) (30.00)	27.40 (211.68)


	(460.72)
	(0.05)
	(10.90)
		(291.56) 6,567.73 (6.49) 32.94 44.20 1,060.05 (728.74) 9.38	(184.28) 7,707.81


	(93.61)
	5.44
	14.14
	6.68
	(675.80)
	14.41
		(1,020.30) (52.73) (1,073.03) - (5,400.00) - 1,020.17 -	7,523.54 (36.31)

			7,487.23
			(5,400.00)
	(0.45)
	(5,500.00)
	5,995.20
	525.42
		1,020.17 (673.43) (1,346.86)
			(5,400.00)
			(1,346.86)
	(673.43)
		(673.43) (726.29) 740.36 14.07
			(1,346.86)
			740.36 -

			740.36

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NDL Ventures Limited | Annual Report 2023-2024

Statement of Cash Flows

for the year ended March 31, 2024

(` in Lakh)

	for the year ended March 31, 2024 (`in Lakh)
Particulars	Year ended March 31, 2024 Year ended March 31, 2023
Cash and cash equivalents comprises of: Balance with banks - Current accounts Total Material Accounting Policies	14.07 740.36
	14.07 740.36
	1

The above Statement of Cash Flows should be read in conjuction with the accompanying notes

Notes:

The above statement of cash flows has been prepared under the “Indirect Method” as set out in Ind AS 7 on Statement of Cash Flows.
Previous year’s figures have been regrouped / rearranged wherever necessary, to conform to figures of the current year.

As per our report of even date For S K Patodia & Associates LLP Chartered Accountants Firm’s Registration No : 112723W/W100962

For and on behalf of

NDL Ventures Limited (Formerly known as “NXTDIGITAL Limited”) CIN: L65100MH1985PLC036896

Sudhanshu Tripathi Chairman DIN 06431686

Anil Harish Director DIN 00001685

Ankush Goyal

Partner Membership No. 146017

Amar Chintopanth Whole Time Director & CFO DIN 00048789

Ashish Pandey Company Secretary FCS No. 6078

Place : Mumbai Date : April 30, 2024

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NDL Ventures Limited | Annual Report 2023-2024

Statement of Changes in Equity

for the year ended March 31, 2024

for the year ended March 31, 2024
		(`in Lakh)
Particulars	Equity Share Capital	Reserve and surplus Total Other equity Capital Reserve General Reserve Retained earnings
Balance as at March 31, 2022 Proft / (Loss) during the year Re-measurement of defned beneft plan(net of tax) Dividend paid Balance as at March 31, 2023 Proft / (Loss) during the year Re-measurement of defned beneft plan(net of tax) Dividend paid Balance as at March 31, 2024	3,367.17 - - -	(129,593.01) 19,139.29 115,196.24 4,742.52 - - 27.40 27.40 - - (0.85) (0.85) - -(1,346.87) (1,346.87)
	3,367.17	(129,593.01) 19,139.29 113,875.92 3,422.20
	-	- - 161.58 161.58
	-	- - (0.88) (0.88)
	-	- - (673.43) (673.43)
	3,367.17	(129,593.01) 19,139.29 113,363.19 2,909.47

Material Accounting Policies	1

The above Statement of Changes in Equity should be read in conjuction with the accompanying notes

As per our report of even date For S K Patodia & Associates LLP Chartered Accountants Firm’s Registration No : 112723W/W100962

For and on behalf of

NDL Ventures Limited (Formerly known as “NXTDIGITAL Limited”) CIN: L65100MH1985PLC036896

Sudhanshu Tripathi Chairman DIN 06431686

Anil Harish Director DIN 00001685

Ankush Goyal Partner Membership No. 146017

Amar Chintopanth Whole Time Director & CFO DIN 00048789

Ashish Pandey Company Secretary FCS No. 6078

Place : Mumbai Date : April 30, 2024

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NDL Ventures Limited | Annual Report 2023-2024

Notes to the financial statements for the year ended March 31, 2024

1. Corporate information

NDL Ventures Limited (formerly known as NXTDIGITAL Limited) (“the Company”) is a public limited company incorporated and domiciled in India and governed by the Companies Act, 2013 (“Act”). The Company’s registered office is situated at IN Centre, 49/50, MIDC, Andheri East, Mumbai – 400 093, Maharashtra, India.

The Company’s equity shares are listed on two stock exchanges in India, namely, National Stock Exchange of India Limited and BSE Limited.

The name of the Company “NXTDIGITAL Limited” is changed to “NDL Ventures Limited” vide revised certificate of incorporation dated April 20, 2023, issued by Ministry of Corporate Affairs/Registrar of Companies.

A. Basis of Preparation of Financial Statements

A.1 Statement of compliance

These financial statements are the separate financial Statements of the Company prepared in accordance with Indian Accounting Standards (‘Ind AS’) notified under section 133 of the Companies Act, 2013, read together with the Companies (Indian Accounting Standards) Rules, 2015 (as amended).

A.2 Functional and presentation currency

The financial Statements are presented in Indian Rupees (INR), which is also the Company’s functional currency. All amounts have been rounded-off to the nearest lakh, unless otherwise indicated.

A.3 Basis of measurement

The financial Statements have been prepared on the historical cost basis except certain financial instruments that are measured at fair values at the end of each reporting period as explained.

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and / or disclosure purposes in these financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of Ind AS 102, leasing transactions that are within the scope of Ind AS 116, and measurements that have some similarities to fair value but are not fair value, such as net realisable value in Ind AS 2 or value in use in Ind AS 36.

In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety which are described as follows:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;
Level 2 inputs are inputs other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly and
Level 3 inputs are unobservable inputs for the asset or liability.

All assets and liabilities have been classified as current or non-current as per Company normal operating cycle and presented as per criteria set out in the Division II format of Schedule III to the Act. The Company has identified its operating cycle as twelve months.

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Notes to the financial statements for the year ended March 31, 2024

B. Material Accounting Policies

Summary of Material accounting policies mentioned below

B.1 Use of Estimates

The preparation of financial statements is in conformity with the recognition and measurement principles of Ind AS which requires management to make critical judgments, estimates and assumptions that affect the reporting of assets, liabilities, income and expenditure.

Estimates and underlying assumptions are reviewed on an ongoing basis and any revisions to the estimates are recognised in the period in which the estimates are revised, and future periods are affected.

Key source of estimation of uncertainty at the date of financial statements, which may cause material adjustment to the carrying amount of assets and liabilities within the next financial year, is in respect of:

Useful lives of property, plant and equipment (refer note no.B.6)
Impairment of property, plant and equipment as well as intangible assets (refer note no.B.8)
Employee benefits (refer note no.B.4)
Expense Provisions & contingent liabilities (refer note no.B.10)
Valuation of deferred tax assets (refer note no.B.5)

B.2 Revenue recognition

The Company has adopted Ind AS 115 “Revenue from Contracts with Customers” which sets forth a single comprehensive model for recognising and reporting revenues.

Revenue is recognised upon transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services in the normal course of business.

To recognise revenues, we apply the following five step approach:

(1) identify the contract with a customer,
(2) identify the performance obligations in the contract,
(3) determine the transaction price,
(4) allocate the transaction price to the performance obligations in the contract and
(5) recognise revenues when a performance obligation is satisfied.

Performance obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the client and is the unit of accounting in Ind AS 115.

The performance obligations of the Company are satisfied over time as services are rendered.

Determination of transaction price

Revenue is measured based on transaction price which includes variable consideration only to the extent it is probable that a significant reversal of revenues recognised will not occur when the uncertainty associated with the variable consideration is resolved. Revenues also exclude taxes collected from customers.

Allocation of transaction price

A contract’s transaction price is allocated to each distinct performance obligation and recognised as revenue when, or as, the performance obligation is satisfied. For contracts with multiple performance obligations, we allocate the contract’s transaction price to each performance obligation based on the relative standalone selling price. The primary method used to estimate standalone selling price is the adjusted market assessment approach, under which the Company evaluates the price in that market that a customer is willing to pay for those services. While

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Notes to the financial statements for the year ended March 31, 2024

determining relative standalone selling price and identifying separate performance obligations require judgment, generally relative standalone selling prices and the separate performance obligations are readily identifiable as we sell those performance obligations unaccompanied by other performance obligations.

Rendering of other services

Revenue from services is recognised when the services are rendered in accordance with the specific terms of contract and when collectability of the resulting receivable is reasonably assured.

Interest Income

Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable (provided that it is probable that the economic benefits will flow to the Company and the amount of income can be measured reliably).

Dividend Income

Dividend income from investments is recognised when the Company’s right to receive payment has been established (provided that it is probable that the economic benefits will flow to the Company and the amount of income can be measured reliably).

Other Income

Other income comprises of income from ancillary activities incidental to the operations of the Company and is recognised when the right to receive the income is established as per the terms of the contract.

Accounting treatment of assets and liabilities arising in course of sale of goods and services is set out below:

Trade receivable

Trade receivable represents the Company’s right to an amount of consideration that is unconditional (i.e. only the passage of time is required before payment of the consideration is due)

Contract balances

Contract Asset

A contract asset is right to consideration in exchange of services that the company has rendered to a customer when that right is conditioned on something other than passage of time. Contract assets are recognised when there is excess of revenue earned over billings on contracts. Contract assets are classified as unbilled receivables (only act of invoicing is pending) when there is unconditional right to receive cash, and only passage of time is required, as per contractual terms.

Contract Liability

A contract liability is the obligation to render services to a customer for which the Company has received consideration from the customer. If a customer pays consideration before the Company renders services to the customer, a contract liability is recognised when the payment is made. Contract liabilities are recognised as revenue when the Company renders services as per the contract.

B.3 Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

All other borrowing costs are recognised in statement of profit or loss in the period in which they are incurred.

B.4 Employee benefits

Employee benefits include contributions to provident fund, employee state insurance scheme, gratuity fund, compensated absences, pension and post-employment medical benefits.

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Notes to the financial statements for the year ended March 31, 2024

Retirement benefit costs and termination benefits

Payments to defined contribution plans i.e., Company’s contribution to Government administered provident fund, superannuation fund and State plans namely Employees State Insurance and Employees’ Pension Scheme other funds are determined under the relevant schemes and/ or statute and charged to the Statement of Profit and Loss in the period when the services are rendered by the employees entitling them to the contributions and the Company has no further obligation beyond making its contribution.

For defined benefit plans i.e. Company’s liability towards gratuity (unfunded), other retirement/ terminations benefits and compensated absences, the cost of providing benefits is determined using the projected unit credit method, with actuarial valuations being carried out at the end of each annual reporting period. Defined benefit costs are comprised of:

Service cost (including current service cost, past service cost, as well as gains and losses on curtailments and settlements);
Net interest expense or income; and
Re-measurement.

The Company presents the first two components of defined benefit costs in profit or loss in the line item ‘Employee benefits expense’. Curtailment gains and losses are accounted for as past service costs.

Re-measurement of net defined benefit liability/ asset pertaining to gratuity comprise of actuarial gains/ losses (i.e. changes in the present value resulting from experience adjustments and effects of changes in actuarial assumptions) and is reflected immediately in the balance sheet with a charge or credit recognised in other comprehensive income in the period in which they occur. Re-measurement recognised in other comprehensive income is reflected immediately in retained earnings and is not reclassified to statement of profit or loss. Past service cost is recognised in statement of profit or loss in the period of a plan amendment Net interest is calculated by applying the discount rate to the net defined benefit liability or asset.

Short-term employee benefits

A liability is recognised for benefits accruing to employees in respect of salaries, performance incentives, annual leave, medical benefits and other short term benefits in the period the related service is rendered, at the undiscounted amount of the benefits expected to be paid in exchange for that service.

Long-term employee benefits

Liabilities recognised in respect of other long-term employee benefits are measured at the present value of the estimated future cash outflows expected to be made by the Company in respect of services provided by employees up to the reporting date.

B.5 Income Taxes

Income tax expense represents the sum of the tax currently payable and deferred tax. Current and deferred tax for the year are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively.

Current tax

Current tax is determined on taxable profits for the year chargeable to tax in accordance with the applicable tax rates and the provisions of the Income Tax Act, 1961 including other applicable tax laws that have been enacted or substantively enacted.

Provisions for current income taxes and advance taxes paid in respect of the same jurisdiction are presented in the balance sheet after offsetting these balances on an assessment year basis.

Deferred tax

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be

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Notes to the financial statements for the year ended March 31, 2024

available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax asset is recognised for the carry forward of unused tax losses and unused tax credits to the extent that it is probable that future taxable profit will be available against which the unused tax losses and unused tax credits can be utilised.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

B.6 Property, plant and equipment

Cost

Property, plant and equipment held for use in the supply of goods or services, or for administrative purposes, are stated in the balance sheet at cost (net of duty / tax credit availed) less accumulated depreciation / amortisation and accumulated impairment loss if any. Cost includes freight, duties, taxes, professional fees and, for qualifying assets, borrowing costs capitalised in accordance with the Company’s accounting policy. Such properties are classified to the appropriate categories of property, plant and equipment when completed and ready for intended use. Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready for their intended use.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment.

The residual values and useful lives of Property, plant and equipment are reviewed at each financial year end, and changes, if any, are accounted prospectively.

Subsequent expenditure

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is possible that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognized when replaced. All other repairs and maintenance are charged to the Statement of profit or loss during the reporting period in which they are incurred.

Depreciation / amortisation

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives of the assets specified in Schedule II of the Companies Act, 2013, using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

Particulars	Estimated Useful life
Plant and machinery	6-18 years
Ofce Equipment	5 years
Computers	3 years
Furniture and fxtures	10 years
Vehicles	8years

When significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of Property, Plant and Equipment.

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Notes to the financial statements for the year ended March 31, 2024

De-recognition

An item of property, plant and equipment is derecognized upon disposal or retired from active use or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in Statement of profit or loss in the year of occurrence.

B.7 Intangible assets

Intangible assets acquired separately

Intangible assets with finite useful lives that are acquired separately is capitalised and carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.

Useful lives of intangible asset

Estimated useful lives of the intangible asset is carried out by the management based on technical assessment

De-recognition of intangible assets

An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from de-recognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, is recognised in profit or loss when the asset is derecognised.

B.8 Impairment of tangible and intangible assets

At the end of each reporting period, the Company determines whether there is any indication that its assets have suffered an impairment loss with reference to their carrying amounts. If any indication of impairment exists, the recoverable amount (i.e. higher of the fair value less costs of disposal and value in use) of such assets is estimated and impairment is recognized, if the carrying amount exceeds the recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

When an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.

B.9 Inventory

Real Estate (Land) inventories are stated at lower of cost and net realisable value. Cost includes cost of land, registration charges, stamp duty, brokerage costs and incidental expenses. Net realisable value represents the estimated selling price for inventories less all estimated costs necessary to make the sale.

B.10 Provisions and Contingent Liabilities

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

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Notes to the financial statements for the year ended March 31, 2024

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursements will be received and the amount of the receivable can be measured reliably.

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made. Contingent liabilities are disclosed in the notes. Contingent assets are not recognised in the financial statements.

Provisions and contingent liabilities are reviewed at each balance sheet date.

B.11 Non-current assets held for sale (Discontinued operation)

A discontinued operation is a component of the entity that has been disposed of or is classified as held for sale and that represents a separate major line of business or geographical area of operations, is part of a single coordinated plan to dispose of such a line of business or area of operations. The results of discontinued operations are presented separately in the statement of profit and loss.

Non-current assets are classified as held for sale if their carrying amounts will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the asset (or disposal group) is available for immediate sale in its present condition subject only to terms that are usual and customary for sale of such asset and its sale is highly probable. The Management must be committed to the sale, which should be expected to qualify for recognition as completed sale within one year from the date of classification as held for sale, and actions required to complete the plan of sale should indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

Upon classification, non-current assets held for sale are measured at the lower of carrying amount and fair value less costs to sell and are presented separately from the other assets under ‘Current Assets’ in the balance sheet. Liabilities associated if any, with non-current assets classified as held for sale, are disclosed under ‘Current liabilities’ in the Balance Sheet.

B.12 Financial Instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

Financial Assets

All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.

After initial recognition

(i) Financial assets (other than investments and derivative instruments) are subsequently measured at amortised cost using the effective interest method.

Effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

Investments in debt instruments that meet the following conditions are subsequently measured at amortised cost:

the asset is held within a business model whose objective is to hold assets in order to collect contractual cash flow and

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Notes to the financial statements for the year ended March 31, 2024

the contractual terms of the instrument give rise on specified dates to cash flows that are solely payments on principal and interest on the principal amount outstanding.
Interest Income on such debt instruments is recognised in profit or loss and is included in the “Revenue from Operations”.
(ii) Financial assets (i.e. derivative instruments and investments in instruments other than equity of subsidiaries and associates) are subsequently measured at fair value.

Such financial assets are measured at fair value at the end of each reporting period, with any gains (e.g. any dividend or interest earned on the financial asset) or losses arising on re-measurement recognised in profit or loss and included in the “Revenue from Operations”.

Investments in equity instruments of subsidiaries and other equity instruments

The Company measures its investments in equity instruments of subsidiaries at cost less impairment, if any, in accordance with Ind AS 27.

All other equity investments are measured at fair value. Equity instruments which are held for trading are classified as at FVTPL. For equity instruments other than held for trading, the Company has the irrevocable option to present in OCI subsequent changes in the fair value. The Company makes such election on an instrument-by-instrument basis. The classification is made on initial recognition and is irrevocable.

Where the Company classifies equity instruments as at FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to Statement of Profit and Loss, even on sale of investment.

Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the Statement of Profit and Loss.

Impairment of financial assets

A financial asset is regarded as credit impaired when one or more events that may have a detrimental effect on estimated future cash flows of the asset have occurred. The Company applies the expected credit loss model for recognising impairment loss (i.e. the shortfall between the contractual cash flows that are due and all the cash flows (discounted) that the Company expects to receive, discounted at the original effective interest rate) and credit risk exposure on the following financial assets;

a) Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, debt securities, deposits, and bank balance.
b) Trade receivables - The application of simplified approach does not require the company to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime expected credit losses at each reporting date, right from its initial recognition. Trade receivables are tested for credit impairment on a specific basis after considering the sanctioned credit limits, security like letters of credit, security deposit collected etc. and expectations about future cash flows.

Impairment of non-financial assets

The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, it estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or Cash Generating Units’ (‘CGU’) fair value less costs of disposal and its value in use. It is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent to those from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less cost of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. For the purpose of assessing impairment of the cash inflows from other assets or Company’s assets cash-generating units (CGU).

Non-financial assets that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.

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Notes to the financial statements for the year ended March 31, 2024

De-recognition of financial assets

The Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognises its retained interest in the asset and an associated liability for amounts it may have to pay. On de-recognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognised in the Statement of profit and loss.

Financial Liabilities and Equity Instruments

Classification as debt or equity

Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by a group entity are recognised at the proceeds received, net of direct issue costs.

Repurchase of the Company’s own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue, or cancellation of the Company’s own equity instruments.

Financial liabilities

All financial liabilities (other than derivative instruments) are subsequently measured at amortised cost using the effective interest method. The carrying amounts of financial liabilities that are subsequently measured at amortised cost are determined based on the effective interest method. Interest expense that is not capitalised as part of costs of an asset is included in the “Finance Costs”.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.

De-recognition of financial liabilities

The Company derecognises financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or have expired. An exchange between with a lender of debt instruments with substantially different terms is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. Similarly, a substantial modification of the terms of an existing financial liability (whether or not attributable to the financial difficulty of the debtor) is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.

B.13 Cash and cash equivalents

Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term deposits (with an original maturity of three months or less) highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value. For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, as they are considered an integral part of the Company’s cash management.

B.14 Cash flow statement

Cash Flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted for the effects of transactions of non-cash nature any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing, and financing activities of the Company are segregated.

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Notes to the financial statements for the year ended March 31, 2024

B.15 Earnings per share

Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period.

For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

B.16 Critical accounting judgments and key sources of estimation uncertainty

The preparation of financial statements in conformity with Ind AS requires the Company’s Management to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities recognised in the financial statements that are not readily apparent from other sources. The judgements, estimates and associated assumptions are based on historical experience and other factors including estimation of effects of uncertain future events that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates (accounted on a prospective basis) and recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods of the revision affects both current and future periods.

The following are the critical judgements and estimations that have been made by the Management in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognised in the financial statements and/or key sources of estimation uncertainty at the end of the reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

(i) Taxation

Tax expense is calculated using applicable tax rate and laws that have been enacted or substantially enacted. In arriving at taxable profit and all tax bases of assets and liabilities, the Company determines the taxability based on tax enactments, relevant judicial pronouncements and tax expert opinions, and makes appropriate provisions which includes an estimation of the likely outcome of any open tax assessments / litigations. Any difference is recognised on closure of assessment or in the period in which they are agreed.

Deferred income tax assets are recognised to the extent that it is probable that future taxable income will be available against which the deductible temporary differences, unused tax losses, unabsorbed depreciation and unused tax credits could be utilised.

(ii) Fair value measurements and valuation processes

Some of the Company’s assets and liabilities are measured at fair value for financial reporting purposes. The Management determines the appropriate valuation techniques and inputs for the fair value measurements. In estimating the fair value of an asset or a liability, the Company uses market-observable data to the extent it is available. Where such inputs are not available, the Company engages third party qualified valuers to perform the valuations in order to determine the fair values based on the appropriate valuation techniques and inputs to fair value measurements.

(iii) Estimation of defined benefit plans

The obligation arising from defined benefit plan is determined on the basis of actuarial assumptions. Key actuarial assumptions include discount rate, trends in salary escalation, actuarial rates, and life expectancy. The discount rate is determined by reference to market yields at the end of the reporting period on government bonds. The period to maturity of the underlying bonds correspond to the probable maturity of the post-employment benefit obligation.

(iv) Contingent liabilities

Contingent liabilities are not recognised in the financial statements but are disclosed in the notes. They are assessed continually to determine whether an outflow of resources embodying economic benefits has become probable. If it becomes probable that an outflow of future economic benefits will be required for an item previously dealt with as a contingent liability, a provision is recognised in the financial statements of the period in which the change in probability occurs.

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Notes to the financial statements for the year ended March 31, 2024

B.17 Foreign currency transactions

Foreign exchange transactions are recorded using the exchange rates which approximate to the rates prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies as at the balance sheet date are translated at the closing exchange rates on that date.

Any income or expense on account of exchange difference either on settlement or translation of monetary items is recognised in the Statement of profit and loss.

B.18 Recent accounting pronouncements

The Company has applied the following Ind AS pronouncements pursuant to issuance of the Companies (Indian Accounting Standards) Amendment Rules, 2023 with effect from 1st April, 2023. The effect is described below:

a. Ind AS 1 – Presentation of Financial Statements – The amendment requires disclosure of material accounting policies instead of significant accounting policies. In the financial statements the disclosure of accounting policies has been accordingly modified. The impact of such modifications to the accounting policies is insignificant.
b. Ind AS 8 – Accounting Policies, Changes in Accounting Estimates and Errors – The amendment has defined accounting estimate as well as laid down the treatment of accounting estimate to achieve the objective set out by accounting policy. There is no impact of the amendment on the financial statements.
c. Ind AS 12 – Income taxes – the definition of deferred tax asset and deferred tax liability is amended to apply initial recognition exception on assets and liabilities that does not give rise to equal taxable and deductible temporary differences. There is no impact of the amendment on the financial statements

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Notes to the financial statements

for the year ended March 31, 2024

	(`in Lakh)
Particulars	As at March 31, 2024 As at March 31, 2023
2 Other non-current assets Advance tax & Tax deducted at source (net of provision for tax) Balance with government authorities Total	118.12 96.94 4.32 8.67
	122.44 105.61

	(`in Lakh)
Particulars	As at March 31, 2024 As at March 31, 2023
3 Inventories Land Total	1,201.80 1,201.80
	1,201.80 1,201.80

	(`in Lakh)
Particulars	As at March 31, 2024 As at March 31, 2023
4 Cash and bank balances A. Cash and cash equivalents - in current accounts B. Other balances with banks - in unclaimed dividend accounts Total*	14.07 740.36 447.75 389.84
	461.82 1,130.20

*Note : The Company can utilise the above bank balances only towards the settlement of unclaimed dividends

	(`in Lakh)
Particulars	As at March 31, 2024 As at March 31, 2023
5 Loans Inter Corporate Deposits given to : - Related party - Others Total	- 5,400.00 4,904.80 -
	4,904.80 5,400.00

Note :

The loans given as stated above are repayable on demand.
The Inter Corporate Deposits given carry an interest rate of 9% (P.Y. 9% to 11%)
The Inter Corporate Deposits are given to meet the working capital requirements/general corporate purpose of the recepient.

		(`in Lakh)
Type of Borrower	Amount of loan	Percentage to the
	or advance in the	total Loans and
	nature of loan	Advances in the
	outstanding	nature of loans
Related Parties
As at March 31, 2024	-	-
As at March 31, 2023	5,400.00	100.00%
Hinduja GroupLimited	5,400.00	100.00%

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NDL Ventures Limited | Annual Report 2023-2024

Notes to the financial statements for the year ended March 31, 2024

( ` in Lakh)

	(`in Lakh)
Particulars	As at March 31, 2024 As at March 31, 2023
6 Other fnancial assets Interest accrued but not due on intercorporate deposits given: - to related party - to others Advance recoverable Security Deposits Fixed Deposits - original maturity of more than 12 months Other receivables Total	- 163.51 98.81 - 47.03 47.03 0.30 0.30 0.50 - 35.69 -
	182.34 210.84

	(`in Lakh)
Particulars	As at March 31, 2024 As at March 31, 2023
7 Other current assets Advances paid for services Advance to employees Prepaid expenses Total	2.25 6.44 - 0.05 3.15 -
	5.40 6.49

Note : No advances are due from directors or other officers of the Company or any of them either severally or jointly with any other person.

Particulars	As at March 31, 2024 As at March 31, 2023
	Number of shares Amount (`in Lakh)<br>Number<br>of shares<br>Amount<br>(`in Lakh)
8 Equity share capital Authorised: Equity shares of`10 each<br>Preference Shares of`10 each 9.50% Preference Shares of`100 each<br>Total<br>Issued, Subscribed and Paid-Up:<br>Equity shares of` 10 each fully paid Total	87,000,000 8,700.00 87,000,000 8,700.00 3,000,000 300.00 3,000,000 300.00 1,000 1.00 1,000 1.00
	90,001,000 9,001.00 90,001,000 9,001.00
	33,671,621 3,367.17 33,671,621 3,367.17
	33,671,621 3,367.17 33,671,621 3,367.17

i) Terms/Rights attached to equity shares

The Company has only one class of shares referred to as equity shares having a face value of ` 10 per share. Each holder of equity shares is entitled to one vote per share.

The Company declares and pays dividends in Indian Rupees. Payment of dividend is also made in foreign currency to shareholders outside India. The final dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting

Proposed dividend for FY 2023-24 is 1/- per equity share of face value of 10/- each (Previous year - 2/- per equity share of face value of 10/- each), subject to approval at the ensuing Annual General Meeting of the Company and hence is not recognised as a liability.

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NDL Ventures Limited | Annual Report 2023-2024

Notes to the financial statements for the year ended March 31, 2024

As per the Companies Act 2013, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts in the event of liquidation of the Company. However, no such preferential amounts exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

ii) Reconciliation of number of Shares outstanding at the beginning and at the end of the year:

Equity Shares

Equity Shares
Particulars	2023-24 2022-23
	(In Nos.) (in lakhs) (In Nos.) (in lakhs)
Shares outstanding at the beginning of the year Shares outstandingat the end of theyear	33,671,621 3,367.17 33,671,621 3,367.17 33,671,621 3,367.17 33,671,621 3,367.17

iii) Details of shareholders holding more than 5% shares in the company:

Name of Shareholder	As at March 31, 2024 As at March 31, 2023
	Number of shares held % of Holding Number of shares held % of Holding
Hinduja Group Limited* Amas Mauritius Limited Hinduja Realty Ventures Limited IndusInd International Holdings Limited	13,689,592 40.66% 13,689,592 40.66% 3,170,530 9.42% 3,170,530 9.42% 2,488,509 7.39% 2,488,509 7.39% 2,193,315 6.51% 2,193,315 6.51%

including shares held jointly with Hinduja Realty Ventures Limited, partner of Aasia Exports

iv) Shares held by promoter as defined in the Companies Act, 2013 at the end of the year

Promoter Name

As at March 31, 2024
As at March 31, 2023

No. of
shares
% of total
shares
% change
during the
year
No. of
shares
% of total
shares
% change
during the
year

Hinduja Group Limited
Ashok Parmanand Hinduja
Harsha Ashok Hinduja
Ashok P Hinduja
Ambika Ashok Hinduja
Hinduja Properties Limited
Shom Ashok Hinduja
Vinoo Srichand Hinduja
A P Hinduja
Shanoo S. Mukhi
Hinduja Realty Ventures
Limited
Amas Mauritius Limited

13,689,592
40.66%
-13,689,592
40.66%
13.96%
745,476
2.21%
-
745,476
2.21%
-
733,790
2.18%
-
733,790
2.18%
-
115,369
0.34%
-
115,369
0.34%
-
265,862
0.79%
-
265,862
0.79%
-
212,843
0.63%
-
212,843
0.63%
-
210,010
0.62%
-
210,010
0.62%
-
61,065
0.18%
-
61,065
0.18%
-
81,490
0.24%
-
81,490
0.24%
-
955
0.00%
-
955
0.00%
-
2,488,509
7.39%
-
2,488,509
7.39%
192.61%
3,170,530
9.42%
-
3,170,530
9.42%
-

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NDL Ventures Limited | Annual Report 2023-2024

Notes to the financial statements for the year ended March 31, 2024

(` in Lakh)

Particulars	Reserves and surplus Total Other equity Capital Reserve General Reserve Retained earnings
9 Other equity Balance as at March 31, 2022 Proft / (Loss) during the year Less : Re-measurement of defned beneft plan (net of tax) Less : Final Dividend paid Balance as at March 31, 2023 Proft / (Loss) during the year Less : Re-measurement of defned beneft plan (net of tax) Less : Final Dividend paid Balance as at March 31, 2024	(129,593.01) 19,139.29 115,196.24 4,742.52 - - 27.40 27.40 - - (0.85) (0.85) - -(1,346.87) (1,346.87)
	(129,593.01) 19,139.29 113,875.92 3,422.20
	- - 161.58 161.58
	- - (0.88) (0.88)
	- - (673.43) (673.43)
	(129,593.01) 19,139.29 113,363.19 2,909.47

Description of nature and purposes of reserves :

(i) Capital Reserve :

Excess of net assets acquired over consideration paid/payable.

(ii) Retained earnings :

This reserve represents the surplus of the statement of profit and loss. The amount can be distributed by the company as dividends to its equity shareholders and is determined based on the financial statements of the Company and also considering the requirements of the Companies Act, 2013.

(iii) Remeasurement gain / (loss) on defined benefit obligations

The company has recognised remeasurement loss on defined benefit plans in other comprehensive income (OCI). These changes are accumulated within the OCI reserve within Other equity. The company transfers amounts from this reserve to retained earnings when the relevant obligations are derecognised.

(` in Lakh)

Particulars	As at March 31, 2024 As at March 31, 2023
10 Provisions (Non-current) Provision for Compensated absences Total	4.62 3.47
	4.62 3.47

	(`in Lakh)
Particulars	As at March 31, 2024 As at March 31, 2023
11 Trade Payables Total outstanding dues of micro enterprises and small enterprises Total outstanding dues of creditors : - Other than micro enterprises and small enterprises - Related party Total	- - 28.30 32.25 24.60 7.43
	52.90 39.68

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NDL Ventures Limited | Annual Report 2023-2024

Notes to the financial statements

for the year ended March 31, 2024

Notes to the fnancial statements for the year ended March 31, 2024
	(`in Lakh)
Particulars Not due	Outstanding for following periods from due ofpayments Total Less than 1 year 2 - 3 years More than 3 years
	Less than 1 year 2
As At March 31, 2024 (i) MSME - (ii) Others 16.29 As At March 31, 2023 (i) MSME - (ii)Others 15.34
	-	- - -
	36.61	52.90
	- 24.34	- - - 39.68
		(`in Lakh)
Particulars		As at March 31, 2024 As at March 31, 2023
12 Other fnancial liabilities Unclaimed Dividend Payable to employees Other payables Total*		447.75 389.84 37.91 36.57 - 745.05
		485.66 1,171.46

includes payable to Related party amounting to ` 36.95 lakhs in previous year

(` in Lakh)

Particulars		As at March 31, 2024 As at March 31, 2023
13 Provisions (Current) Provision for Compensated absences Provision for Gratuity Total		23.38 19.90 24.92 21.68
		48.30 41.58

		(`in Lakh)
Particulars		As at March 31, 2024 As at March 31, 2023
14 Other current liabilities Statutory dues payable Total		23.80 9.38
		23.80 9.38

		(`in Lakh)
Particulars	For the year ended March 31, 2024 For the year ended March 31, 2023
15 Revenue from operations Sale of products : Sale of Traded Goods Total	- -
	- -

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NDL Ventures Limited | Annual Report 2023-2024

Notes to the financial statements for the year ended March 31, 2024

(` in Lakh)

Particulars	For the year ended March 31, 2024 For the year ended March 31, 2023
16 Other income Interest income on : - inter corporate deposits given - fxed deposits Reimbursment of salary costs Provisions no longer required written back Miscellaneous income Total	460.72 181.68 0.05 - 115.68 39.81 10.90 30.00 2.80 0.62
	590.15 252.11

	(`in Lakh)
Particulars	For the year ended March 31, 2024 For the year ended March 31, 2023
17 Changes in inventories At the beginning of the Year Land At the end of the Year Land Total	1,201.80 1,201.80
	1,201.80 1,201.80
	(1,201.80) (1,201.80)
	(1,201.80) (1,201.80)
	- -
	(`in Lakh)
Particulars	For the year ended March 31, 2024 For the year ended March 31, 2023
18 Employee beneft expense Salaries and bonus Gratuity Contribution to provident and other funds Total	194.55 72.47 2.05 1.74 7.69 0.12
	204.29 74.33

	(`in Lakh)
Particulars	For the year ended March 31, 2024 For the year ended March 31, 2023
19 Other expenses Legal and Professional charges Rent Repairs & Maintenance Directors' Sitting Fees Payment to statutory auditors - Auditor's remuneration - Certifcation Fees - out of pocket expenses Rates & Taxes Security Charges Miscellaneous expenses Total	69.64 35.93 1.95 - 11.73 11.52 46.50 42.50 4.50 4.00 7.05 5.00 0.01 - 7.94 6.22 37.45 35.59 18.98 9.62
	205.75 150.38

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NDL Ventures Limited | Annual Report 2023-2024

Notes to the financial statements for the year ended March 31, 2024

20 Tax expense

(a) Amounts recognised in the statement of profit and loss

( ` in Lakh)

Particulars	Year Ended March 31, 2024 Year Ended March 31, 2023
Continuing operation: Current income tax Deferred tax charge / (credit) Discontinuing operation: Current income tax Deferred tax charge / (credit) Tax expense / (credit) for the year	31.55 - (13.02) - - - - -
	18.53 -

(b) Amounts recognised in other comprehensive income (OCI)

( ` in Lakh)

Particulars	Year Ended March 31, 2024 Year Ended March 31, 2023
Continuing operation: Current income tax (OCI) Deferred Tax Discontinuing operation: Current income tax (OCI) Deferred Tax Tax expense / (credit) for the year	- - (0.30) - - - - -
	(0.30) -

(c) Reconciliation of effective tax rate

( ` in Lakh)

Particulars	Year Ended March 31, 2024 Year Ended March 31, 2023
Proft before tax Tax using the Company’s domestic tax rate - 25.168% Tax efect of: Non-deductible expenses Deferred Tax asset on timing diferences Utilization of previous year business losses Others including loss transferred to resulting company DTA not created on earlier year timing diferences DTA not created on Earlier year losses DTA not created on Current year losses Income tax expense / (Reversal)	180.11 27.40 45.33 6.90 1.68 - (13.02) - (15.46) - - - - (0.57) - (7.73) - 1.40
	18.53 -

(d) Movement in deferred tax asset / (liabilities)

(` in Lakh)

Particulars	During theyear 2023-24
	As at April 01, 2023 Recognised in Retained Earnings Reconginsed in Proft or Loss Reconginsed in other comprehensive income As at March 31, 2024
Deferred tax asset Provision for expenses allowed for tax purpose on payment basis (Net) Net deferred tax asset	- - 13.02 0.30 13.32 - - 13.02 0.30 13.32

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NDL Ventures Limited | Annual Report 2023-2024

Notes to the financial statements for the year ended March 31, 2024

Particulars	Particulars	For the year ended March 31, 2024 For the year ended March 31, 2023
21	Earnings per share
	Proft/(Loss) after tax (`in Lakh)	161.58 27.40
	Weighted average number of equity shares outstanding during the	3,36,71,621 3,36,71,621
	year for basic EPS (Nos.)
	Weighted average number of equity shares outstanding during the	3,36,71,621 3,36,71,621
	year for diluted EPS (Nos.)
	Earnings per equity share (Face value -`10/- each)
	Basic Earnings Per Share (`)	0.48 0.08
	Diluted Earnings Per Share (`)	0.48 0.08
	Face Valueper Share(`)	10 10

22 Litigations and claims

As a part of its real estate activity, the Company had acquired approximately 47 acres of land in Devanahalli Bengaluru from a party in terms of Agreement of Sale Deed dated 28.07.1995. However, as the said party, though in receipt of sale consideration did not fulfil its legal obligation to transfer the title in the name of the Company, the Company filed a suit for specific performance in the Civil Court in 2011. An order granting temporary injunction was passed on 11.03.2013 restraining the said party from alienating or in any way encumbering the land in Devanahalli. A criminal complaint was also filed at the Devanahalli Court on 10.11.2014 and subsequently, the Hon’ble High Court of Karnataka vide order dated 19.07.2019 has quashed the criminal complaint filed before the Court at Devanahalli and the proceedings is disposed of as such. The suit for Specific Performance in the Civil Court is pending. The Department of Revenue, Government of Karnataka, has also raised certain issues relating to the title of the land which are being addressed by the Company.

23 Details of traded goods under broad heads

				(`in Lakh)
Traded goods	Opening stock	Purchases	Sales / Consumption	Closing stock
	(A)	(B)	(C)	(E)
Land	1,201.80	-	-	1,201.80
	(1,201.80)	-	-	(1,201.80)

Note: Figures in brackets are in relation to previous year.

24 Related Party and their relationships
I. Individual having control:
- 1 Mr. Ashok P. Hinduja
- 2 Mrs. Harsha A. Hinduja

II. Relatives of Individuals identified in (I) above:

1 Ms. Ambika A. Hinduja
2 Ms. Satya A. Hinduja
3 Mr. Shom A. Hinduja
4 Mr. Gopichand P. Hinduja
5 Mr. Prakash P. Hinduja
III. (A) Key Management Personnel
1 Mr. Amar Chintopanth, Chief Financial Officer and Whole Time Director 2 Mr. Ashish Pandey, Company Secretary and Compliance Officer

(B) Directors [Section 2(76)(i)]:

1 Mr. Sudhanshu Tripathi : Chairman and Non-Executive Director 2 Mr. Amar Chintopanth : Wholetime Director & CFO 3 Mr. Sachin Pillai : Non-execuitve Director 4 Mr. Anil Harish : Independent Director 5 Ms. Bhumika Batra : Independent Director 6 Mr. Munesh Khanna : Independent Director

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NDL Ventures Limited | Annual Report 2023-2024

Notes to the financial statements for the year ended March 31, 2024

IV. Transactions taken place with the enterprises where common control exists

1 Hinduja Group Limited
2 Hinduja Global Solutions Limited
3 Hinduja Realty Ventures Limited
4 Hinduja Properties Limited
5 IndusInd Media & Communications Limited
6 IN Entertainment (India) Limited
V. Firm/Company in which Director/Chief Executive Officer is a partner/shareholder 1 D M Harish & Co. (Firm in which Mr. Anil Harish is a Partner)
2 Crawford Bayley & Co. (Firm in which Ms. Bhumika Batra is a partner) 3 Backbay Advisors LLP (Firm in which Mr. Munesh Khanna is a Partner)

The following details pertain to transactions carried out with the related parties in the ordinary course of business and balances outstanding as at March 31, 2024:

					(`in Lakh)
Nature of Transaction	Parties	Parties	Parties	Parties	Total
	referred to in	referred to in	referred to	referred to in
	I & II above	III above	in IV	V above
Interest Income
Hinduja Group Limited	- -	-	35.95 (181.68)	- -	35.95 (181.68)
Reimbursement of Salary Costs
Hinduja Global Solutions Limited	- -	- -	115.68 (39.81)	- -	115.68 (39.81)
Reimbursement of expenses to
Hinduja Group Limited	-	-	138.84	-	138.84
In Entertainment (India) Limited	- -	- -	- 0.30	- -	- 0.30
Hinduja Global Solutions Limited	- -	- -	- 123.66	- -	- 123.66
Total	- - -	- - -	- 262.80 -	- - -	- 262.80 -
Reimbursement of expenses from Hinduja Global Solutions Limited Staf Welfare Expenses	- -	- -	1,052.21 -	- -	1,052.21 -
In Entertainment (India) Limited	- -	- -	2.27 -	- -	2.27 -
Rent
IndusInd Media & Communications	-	-	1.95	-	1.95
Limited	-	-	-	-	-
Electricity IndusInd Media & Communications Limited Employee Benefts Expenses	- -	- -	0.13 -	- -	0.13 -
Hinduja Global Solutions Limited	- -	- -	- (2.92)	- -	- (2.92)
Professional expenses
Hinduja Global Solutions Limited	- -	- -	0.25 -	- -	0.25 -
Director Sitting Fees
Mr. Ashok P. Hinduja	-	-	-	-	-
Mr. Anil Harish	(1.00) -	- 10.00	- -	- -	(1.00) 10.00
Mr. Munnesh Khanna	- -	(8.50) 9.50	- -	- -	(8.50) 9.50
Mr. Prashant Asher	- -	(9.00) -	- -	- -	(9.00) -
Ms. Bhumika Batra	- -	(2.50) 12.00	- -	- -	(2.50) 12.00
	-	(10.00)	-	-	(10.00)

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NDL Ventures Limited | Annual Report 2023-2024

Notes to the financial statements for the year ended March 31, 2024

					(`in Lakh)
Nature of Transaction	Parties	Parties	Parties	Parties	Total
	referred to in	referred to in	referred to	referred to in
	I & II above	III above	in IV	V above
Mr. Sudhanshu Tripathi Mr. Sachin Pillai Total	- - - - - (1.00)	11.00 (9.50) 4.00 (2.00) 46.50 (41.50)	- - - - - -	- - - - - -	11.00 (9.50) 4.00 (2.00) 46.50 (42.50)
Maintenance expense Hinduja Realty Ventures Limited	- -	- -	9.00 (9.00)	- -	9.00 (9.00)
Remuneration Mr. Amar Chintopanth Mr. Ashish Pandey Total	- - - - - -	163.40 (53.23) 44.06 (13.01) 207.46 (66.24)	- - - -	- - - - - -	163.40 (53.23) 44.06 (13.01) 207.46 (66.24)
Dividend Paid Mr. Ashok P. Hinduja Mrs. Harsha A. Hinduja Ms. Ambika A. Hinduja Mr. Shom A. Hinduja Hinduja Group Limited Hinduja Realty Ventures Limited Hinduja Properties Limited Total	18.85 (37.69) 14.68 (29.35) 5.32 (10.63) 4.20 (8.40) - - - - - - 43.04 (86.07)	- - - - - - - - - - - - - -	- - - - - - - - 273.79 (547.58) 49.77 (99.54) 4.26 (8.51) 327.82 (655.63)	- - - - - - - - - - - - - - - -	18.85 (37.69) 14.68 (29.35) 5.32 (10.63) 4.20 (8.40) 273.79 (547.58) 49.77 (99.54) 4.26 (8.51) 370.86 (741.70)
Inter-Corporate Deposits Given Hinduja Group Limited Total	- - - -	- - - -	- (5,400.00) - (5,400.00)	- - - -	- (5,400.00) - (5,400.00)
Inter-Corporate Deposits Received Back Hinduja Group Limited - - Total - -		- - - -	5,400.00 - 5,400.00 -	- - - -	5,400.00 - 5,400.00 -
Inter Corporate Deposits Receivable as at the Year-end Hinduja Group Limited - - - -			- (5,400.00)	- -	- (5,400.00)
Other Receivables as at the Year-end Hinduja Global Solutions Limited	- -	- -	84.99 -	- -	84.99 -
Interest Receivable as at the Year-end Hinduja Group Limited	- -	- -	- (181.68)	- -	- (181.68)
Balance Payables as at the Year-end IndusInd Media & Communications Limited Hinduja Realty Ventures Limited	- -	- -	7.46 - 17.15	- - -	7.46 - 17.15
	-	-	(7.43)	-	(7.43)

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NDL Ventures Limited | Annual Report 2023-2024

Notes to the financial statements for the year ended March 31, 2024

					(`in Lakh)
Nature of Transaction	Parties	Parties	Parties	Parties	Total
	referred to in	referred to in	referred to	referred to in
	I & II above	III above	in IV	V above
Hinduja Global Solutions Limited	-	-	-	-	-
Hinduja Group Limited	- -	- -	(36.95) 149.95	- -	(36.95) 149.95
	-	-	(29.89)	-	(29.89)

Notes :

(a) Figures in brackets () represent transactions in respect of previous year March 31, 2023 and balances are as on March 31, 2024 respectively.

25 Financial instruments

(i) Categories of financial instruments and fair value hierarchy

Details as at March 31, 2024 are as follows:

(` in Lakh)

Particulars	Amortised cost Fair value - hedging instruments Fair value through other comprehensive income Fair value through proft or loss Total carrying value Fair Value Hierarchy
Financial Assets Cash and cash equivalents Loans Other fnancial assets (Current and Non - Current Total Financial Liabilities Trade payables Other fnancial liabilities Total
	461.82 - - - 461.82 -
	4,904.80 - - 4,904.80 -
	182.34 - - - 182.34 -
	5,548.96 - - - 5,548.96 -

	52.90 - - - 52.90 -
	485.66 - - - 485.66 -
	538.56 - - - 538.56 -

Details as at March 31, 2023 are as follows:

	(`in Lakh)
Particulars	Amortised cost Fair value - hedging instruments Fair value through other comprehensive income Fair value through proft or loss Total carrying value Fair Value Hierarchy
Financial Assets Cash and cash equivalents Loans Other fnancial assets (Current and Non - Current Total Financial Liabilities Trade payables Other fnancial liabilities Total	1,130.20 - - - 1,130.20 - 5,400.00 - - - 5,400.00 210.84 - - - 210.84 -
	6,741.04 - - - 6,741.04
	39.68 - - - 39.68 - 1,171.46 - - - 1,171.46 -
	1,211.14 - - - 1,211.14 -

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NDL Ventures Limited | Annual Report 2023-2024

Notes to the financial statements for the year ended March 31, 2024

(ii) Financial instruments - Financial risk management

The Company’s activities expose it to a variety of financial risks: Market risk, credit risk, liquidity risk. The Company has a risk management policy which covers risks associated with the financial assets and liabilities. The risk managemet policy is approved by the Board of Directors. The focus of the policy is to assess the upredictability of the financial environment and to mitigate potential adverse effects on the financial performace of the company.

i. Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risks: interest rate risk, currency risk and other price risk.

a. Interest Rate Risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s inter corporate deposits. The Company’s inter corporate deposits with fixed interest rate is primarily short-term, which do not expose it to significant interest rate risk.

b. Foreign Currency Risk and Other price risk

The Company is not exposed to any foreign currency risk and other price risk as the company is not dealing in any foreign operation nor it is having any investments.

i. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers and investment securities. Credit risk arises from cash held with banks and financial institutions, as well as credit exposure to clients, including outstanding accounts receivable. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets. The Company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors.

The Company is not exposed to credit risk as there are no trade receivables as on March 31, 2024.

Inter Corporate Deposits

Inter Corporate Deposits of `4,904 lakhs receivable as on March 31, 2024 are with a Company having a good financial position & credit rating in the market.

ii. Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due.

Liquidity risk management

The Company’s corporate treasury department is responsible for liquidity and funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company’s net liquidity position through rolling forecasts on the basis of expected cash flows.

The Company ensures that it has sufficient cash on demand to meet expected operational expenses for a month, including the servicing of financial obligations, this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters and epidemics such as COVID-19.

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Notes to the financial statements for the year ended March 31, 2024

Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.

(` in Lakh)

the impact of netting agreements.	(`in Lakh)
Particulars Carrying amount	Contractual cash fows
	Less than 12 months 1-2 years 2-5 years More than 5years Total
March 31, 2024 Non-derivative fnancial liabilities Trade payables 52.90 Other fnancial liabilities 485.66 March 31, 2023 Non-derivative fnancial liabilities Trade payables 39.68 Other fnancial liabilities 1,171.46
	52.90 52.90
	485.66 - - - 485.66
	39.68 - - - 39.68 1,171.46 - - - 1,171.46

Equity share capital and other equity are considered for the purpose of Company’s capital management. The Company manages its capital so as to safeguard its ability to continue as a going concern and to optimise returns to shareholders. The capital structure of the Company is based on management’s judgment of its strategic and day-to-day needs with a focus on total equity so as to maintain investor, creditors and market confidence. The management and the Board of Directors monitors the return on capital to shareholders. The Company, if necessary, may take appropriate steps in order to maintain or adjust its capital structure.

iii. Capital Management

The Company’s aim is to manage its capital efficiently so as to safeguard its ability to continue as a going concern and to optimise returns to our shareholders.

The capital structure of the Company is based on management’s judgement and in order to maintain or adjust the capital structure the Company may adjust the amount of dividend if any paid to shareholders, returned capital to shareholders or issue new shares.

The Company’s policy is to maintain a stable and strong capital structure with the focus on total equity so as to maintain investors, creditors and market confidence and to sustain future development and growth of its business.

26 Employee benefits expense

The Company has classified various benefits provided to employees as under:

i. Defined contribution plan

a) Provident fund
b) State defined contribution plans
i. Employer’s contribution to employees’ state insurance
ii. Employer’s contribution to Employees’ Pension Scheme, 1995.

During the year, the Company has recognised the following amounts in the Statement of Profit and Loss:

Loss:
	(`in Lakh)
Particulars Year ended	Year ended
March 31, 2024	March 31, 2023
-Employer’s contribution to provident fund 7.69 [Includes EDLI charges and employer’s contribution to Employee’s Pension Scheme,1995]	2.50

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Notes to the financial statements for the year ended March 31, 2024

ii. Defined benefit plan

Contribution to Gratuity fund

The Company has a defined benefit gratuity plan in India The company’s defined benefit gratuity plan is a final salary plan for employees. Gratuity is paid from company as and when it becomes due and is paid as per company scheme for Gratuity.

The following table shows a reconciliation from the opening balance to the closing balance for the net defined benefit (assets) / liabilities and its components and the assumptions used to determine the same.

	(`in Lakh)
Description	March 31, 2024 March 31, 2023
Changes in the present value of defned beneft obligation Balance at the beginning of the year Liability Transferred In/ Acquisitions Interest cost Current service cost Actuarial (gain) / loss recognized in Other comprehensive income ('OCI') - change in experience - change in demographic assumption - change in fnancial assumption Benefts paid Balance transferred pursuant to the Scheme of Arrangement Beneft obligation at the end of the year Changes in the fair value of plan assets Balance at beginning of the year Interest income Contributions paid to the fund Assets Transferred In/Acquisitions Benefts paid Return on plan assets excluding amounts included in interest income recognised in OCI Fair value of plan assets at the end of the year (Assets) and liabilities recognised in the Balance sheet Present value of the defned beneft obligation at the end of the year Fair value of the plan assets at the end of the year Net liability / (asset) recognised Expenses recognised in the Statement of proft and loss Current Service Cost Net interest (income) / expense Net gratuity cost recognised in the current year Expenses recognised in the Other Comprehensive Income Actuarial (Gains)/Losses on Obligation For the Period Return on Plan Assets, Excluding Interest Income Net(Income)/Expense For theperiod recognized in OCI	(Unfunded) (Unfunded) 22.04 - - 19.09 1.63 1.38 0.45 0.36 - - 1.12 1.25 - (0.04) 0.06 - - - -
	25.30 22.04
	0.36 - 0.02 - - - - - - - (0.00) 0.36
	0.38 0.36
	25.30 22.04 (0.38) (0.36)
	24.92 21.68
	0.45 0.36 1.60 1.38
	2.05 1.74
	1.18 (1.21) 0.00 0.36
	1.18 (0.85)

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Notes to the financial statements for the year ended March 31, 2024

to the fnancial statements year ended March 31, 2024
Actuarial assumptions	March 31, 2024	March 31, 2023
Mortality rate	Indian Assured	Indian Assured
	Lives Mortality	Lives Mortality
	(2012-14) urban	(2012-14) urban
Discount rate (per annum)	7.20%	7.41%
Expected rate of return on plan assets	7.20%	7.41%
Future salary growth	5.00%	5.00%
Rate of employee turnover (Attrition rate)	For service	For service 4
	4 years and	years and below
	below 12.00%	12.00% p.a.
	p.a. For service	For service 5
	5 years and	years and above
	above 2.00%p.a	2.00%p.a

Senstivity Analysis:

Sensitivity analysis indicates the influence of a reasonable change in certain significant assumptions on the outcome of the present value of obligation (‘PVO’) and aids in understanding the uncertainty of reported amounts. Sensitivity analysis is done by varying one parameter at a time and studying its impact.

		(`in Lakh)
Particulars	March 31, 2024	March 31, 2023
Projected Beneft Obligation on Current assumptions	25.30	22.04
Delta Efect of +1% Change in Rate of Discounting	(0.28)	(0.20)
Delta Efect of -1% Change in Rate of Discounting	0.31	0.23
Delta Efect of +1% Change in Rate of Salary Increase	0.32	0.23
Delta Efect of -1% Change in Rate of Salary Increase	(0.29)	(0.21)
Delta Efect of +1% Change in Rate of Employee Turnover	0.04	0.01
Delta Efect of -1% Change in Rate of Employee Turnover	(0.04)	(0.02)

Projected benefits payable in future years From the date of reporting:

( ` in Lakh)

Year	March 31, 2024	March 31, 2023
1st Following Year	21.74	19.51
2nd Following Year	0.11	0.08
3rd Following Year	0.11	0.08
4th Following Year	0.11	0.09
5th Following Year	0.13	0.09
Sum of Years 6 To 10	2.26	2.06
Sum of Years 11 and above	4.19	2.64

Compensated absences

Provision in respect of Compensated absences / leave encashment benefits has been made based on actuarial valuation carried out by an independent actuary at the Balance sheet date using Projected Unit Credit method. The liability for leave encashment and compensated absences as at March 31, 2024 aggregates 28.00 lakhs (P.Y. 23.37 lakhs).

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Notes to the financial statements for the year ended March 31, 2024

27 Financial ratios

Financial ratios
Ratio / Measure	Methodology	March	March
		31, 2024	31, 2023
(a) Current ratio1	Current assets over current liabilities	11.06	6.30
(b) Return on Equity ratio2	PAT over total average equity	2.47%	0.37%
(c) Trade payables turnover ratio3	Adjusted expenses over average trade payables	4.44	6.48
(d)Return on Capital employed4	PBIT over capital employed	2.87%	0.40%

Explanation for variance exceeding 25%

The current ratio has improved on account of receipt of some portion of repayments of ICD given
Improvement in Return on equity ratio on account of increase in income recognised during the current financial year
The Trade payables turnover ratio has declined due to increase in the payable balances at the year end.
Increase in return on capital employed on account of increase in profit for the current year.

28 Loans (current)

A DISCLOSURE AS PER SECTION 186 OF THE COMPANIES ACT, 2013

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

(i) Details of loans given by the Company are as follows:

					(`in Lakh)
Name of the	March	March	Maximum balance	Purpose /	Terms and
Company	31, 2024	31, 2023	outstanding	utilisation by	conditions
			during theyear	the borrower
Hinduja Group	-	5,400.00	5,400.00	To meet	Loan is repayable
Limited				working capital	on demand and
				requirements/	the interest rate is
				general corporate	Nil (Previous Year
				purpose	9% - 11%)

Note: The above figures are excluding accrued interest

(ii) There are no guarantees issued by the Company in accordance with section 186 of the Companies Act, 2013 read with rules issued thereunder.

29 Changes in liability arising from financial activities

				(`in Lakh)
	As at March	Cash fows	Non-cash	As at March
	31, 2023		changes	31, 2024
Other fnancial liabilities	1,171.46	(685.80)	-	485.66

	As at March	Cash fows	Non-cash	As at March
	31, 2022		changes	31, 2023
Other fnancial liabilities	141.41	248.43	781.62	1,171.46

30 The Board of Directors of the Company, at its meeting held on November 25, 2022, has inter alia accorded approval for a Scheme of Arrangement of Merger by absorption of Hinduja Leyland Finance Limited into the Company. The said Scheme/ Merger is subject to necessary statutory/ regulatory approvals and approval of shareholders and accordingly, no effect has been given in this financial statements.

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NDL Ventures Limited | Annual Report 2023-2024

Notes to the financial statements for the year ended March 31, 2024

31 Additional regulatory information required by Schedule III to the Companies Act, 2013

(i) The Company does not have any benami property held in its name. No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder.
(ii) The Company has not traded or invested in Crypto currency or Virtual Currency during the year.
(iii) The Company has not come across any transaction ocurred with struck-off companies under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956.
(iv) The Company has not been declared wilful defaulter by any bank or financial institution or other lender or government or any government authority.
(v) The Company does not have any charges or satisfaction of charges which is yet to be registered with the Registrar of the Companies beyond the statutory period.
(vi) The Company has complied with the requirement with respect to number of layers as prescribed under section 2(87) of the Companies Act, 2013 read with the Companies (Restriction on number of layers) Rules, 2017.

(vii) Utilization of borrowed funds and share premium :

(I) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or
(b) Provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries
(II) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(b) Provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries

(viii) There is no income surrendered or disclosed as income during the year in tax assessments under the Income Tax Act, 1961 (such as search or survey), that has not been recorded in the books of account.

32 (a) The financial statements are approved for issue by the Audit Committee and the Board of Directors at their respective meetings conducted on April 30, 2024.
(b) The Board of Directors at its meeting conducted on April 30, 2024 have recommended a dividend of 1/- per share (on par value of 10 each per equity share) for the year ended March 31, 2024, to be approved by the Shareholders in the ensuing Annual General Meeting of the Company.
33 Previous years figures are re-grouped, re-classified and re-arranged, wherever considered necessary to conform to current year’s presentation.

As per our report of even date For S K Patodia & Associates LLP Chartered Accountants Firm’s Registration No : 112723W/W100962

For and on behalf of

NDL Ventures Limited (Formerly known as “NXTDIGITAL Limited”) CIN: L65100MH1985PLC036896

Sudhanshu Tripathi Anil Harish Chairman Director DIN 06431686 DIN 00001685

Ankush Goyal

Partner Membership No. 146017

Amar Chintopanth Ashish Pandey Whole Time Director & CFO Company Secretary DIN 00048789 FCS No. 6078

Place : Mumbai Date : April 30, 2024

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NOTES

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NOTES

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112 www.ndlventures.in

(Formerly known as NXTDIGITAL Limited) (CIN: L65100MH1985PLC036896)

Registered Office: IN CENTRE, 49/50 MIDC, 12[th] Road, Andheri (E), Mumbai - 400 093. T : +91 - 22 - 2820 8585 W : www.ndlventures.in E : [email protected]

AI assistant

NDL Ventures Limited — AGM Information 2024

63401_rns_2024-08-20_63588614-8322-444a-b794-ce7f5eff89b4.pdf

Sub: Notice of the Thirty Ninth (39[th] ) Annual General Meeting and Annual Report for the financial year 2023-24.

Ref: Regulation 34 and other applicable regulations of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

NDL Ventures Limited

NOTICE OF ANNUAL GENERAL MEETING

1. Adoption of Audited Financial Statements

2. Declaration of Dividend

3. Appointment of Director liable to retire by rotation

5. Approval of Material Related Party Transaction(s) with Hinduja Realty Ventures Limited

SPECIAL BUSINESS:

RESOLVED FURTHER THAT all actions taken

6. Approval of Material Related Party Transaction(s) with Hinduja Global Solutions Limited

7. Approval of Material Related Party Transaction(s) with IndusInd Media & Communications Limited

8. Approval of Material Related Party Transaction(s) with IN Entertainment (India) Limited

9. Approval of Material Related Party Transaction(s) with OneOTT Intertainment Limited

By order of the Board of Directors

Sd/Ashish Pandey Company Secretary

Registered Office:

NOTES:

38. SPEAKER SHAREHOLDER REGISTRATION:

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING ANNUAL GENERAL MEETING (EVEN - 129949) ARE AS UNDER:

How do I vote electronically using NSDL e-Voting system?

Step 1: Access to NSDL e-Voting system

A. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

General Guidelines for shareholders

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

By order of the Board of Directors

Sd/-

Ashish Pandey Company Secretary

: Registered Office

Annexure I to the Notice

Item No. 4: Appointment of Mr. Debabrata Sarkar (DIN:02502618) as Independent Director

Brief Profile

Item No.: 5– Approval of Material Related Party Transaction(s) with Hinduja Realty Ventures Limited

Background, details and benefits of the transaction(s):

Item No.: 6– Approval of Material Related Party Transaction(s) with Hinduja Global Solutions Limited

Item No.: 7– Approval of Material Related Party Transaction(s) with IndusInd Media & Communications Limited

Background, details and benefits of transaction(s):

Item No.: 8– Approval of Material Related Party Transaction(s) with IN Entertainment (India) Limited.

Background, details and benefits of transaction(s):

Item No.: 9– Approval of Material Related Party Transaction(s) with OneOTT Intertainment Limited.

Background, details and benefits of transaction(s):

By order of the Board of Directors

Sd/-

Ashish Pandey Company Secretary

Registered Office:

Annexure II to the Notice

a) Appointment of Mr. Sudhanshu Kumar Tripathi, who is liable to retire by rotation

b) Appointment of Mr. Debabrata Sarkar (DIN: 02502618), as Independent Director

Annexure – III to the Notice

Information at a glance:

The Group Founder Shri Parmanand Deepchand Hinduja

CONTENTS

CHAIRMAN’S MESSAGE

Dear Shareholders,

The Environment:

Corporate Governance:

Where we are and the way forward:

Conclusion:

CORPORATE INFORMATION

NDL Ventures Limited

Board of Directors

Board Committees

Company Secretary

Audit Committee

Nomination and Remuneration Committee

Listed at:

Statutory Auditors

Solicitors and Advocates

Banker

Stakeholders Relationship Committee

Corporate Social Responsibility Committee

Risk Management Committee

NDL Ventures Limited AGM Information 2024