NDL Ventures Ltd Management Discussions

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 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 worlds 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 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.

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

(Rs 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	-	-
Profit/(Loss) before tax from continuing operations	180.11	27.40
Tax
- Current Tax	31.55	-
- Deferred Tax	(13.02)	-
Profit/(Loss) after tax for the year.	161.58	27.40

Balance Sheet Summary

(Rs in Lakh)

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

SOME KEY METRICS

Ratio / Measure	FY 2023-24	FY 2022-23
(a) Current ratio	11.06	6.30
(b) Return on Equity ratio *	2.74%	0.37%
(c) Trade payables turnover ratio	4.44	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.

RISKS, CONCERN AND MITIGATION PLAN

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 organizations 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 Companys 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 Companys 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 Companys 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.

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 Companys HR policies encourage talent acquisition and retention process, ensure transparency, facilitate development, build trust and encourage and support performance- oriented 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 Companys objectives, outlook, expectations, estimates, and others may constitute forward- looking 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.