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

The Companys objective is to enter into the business of financial services.The Company proposes to do this through the process of Merger by Absorption of Hinduja Leyland Finance Limited (HLFL), a leading non banking finance company (NBFC) into itself.

The Company had made an application to(NOC) the Reserve Bank of India (RBI) for getting a Certificate of Registration as a NBFC to facilitate the merger process. The RBI has advised the Company that such registration is only required once the merger has been approved by the National Company Law Tribunal but the merging entity HLFL would need to obtain a NoObjectionCertificate(NOC) from the RBI for the merger now before taking the next steps. HLFL has made the necessary application and awaits a revert from the RBI.

Taking off from the unstable environment of the previous year, the global economy exhibited steady yet uneven growth across regions during the year 2024 and early part of 2025. While global manufacturing sector saw a slowdown due to various factors, the services sector performed relatively better supporting growth in many economies. It was clearly a year where the services sector outperformed the manufacturing sector. Financial markets remained volatile with central banks of different countries adopting varying polices to hold inflation and ensure stability.

In this global context, India displayed steady economic growth. As per the first advance estimates of national accounts, Indias real GDP is estimated to grow by 6.4 per cent in the year 2025-26. Fiscal discipline and strong external balance supported by a services trade surplus and healthy remittance growth contributed to macroeconomic stability. Together, these factors provided a solid foundation for sustained growth amid external uncertainties.

The Company had applied to the Reserve Bank of India (RBI) for being registered as a Non-Banking Finance Company to enable it to enter the financial services sector. Your Companys entry into the financial services sector has been planned by way of a merger by absorption of Hinduja Leyland Finance Limited (HLFL) into the Company. You would be pleased to note that while the RBI has communicated to the Company that such registration is not required at this moment of the merger process and will be provided on approval of the merger by the relevant . authorities, it has also advised HLFL to obtain a No Objection Certificate from the RBI for the merger. HLFL has already made an application for the same and is awaiting response from then RBI. The Company continues to hold a land parcel in Bangalore, the estimated value of which is Rs 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 themajor source of revenue for the Company.

The summary of the financial results for the financial year 2024-25 are given below: (Rs in Lakh)

(Rs in Lakh)

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.

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 internal audit ("IA") function that reports to the chairman of the audit committee, thereby maintaining its objectivity. The remediation of deficiencies as identified by the internal auditor has resulted in a robust framework for internal controls

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.

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 significantdifference 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.