nxtdigital ltd Directors report

Dear Members,

The Board of Directors of NDL Ventures Limited (formerly known as NXTDIGITAL Limited) (hereinafter referred as "the Company") is pleased to present the 38^th (Thirty-Eighth) Annual Report of the Company alongwith the Audited Financial Statements for the financial year ended March 31, 2023.

FINANCIAL PERFORMANCE

The Companys financial performance for the financial year (FY) ended March 31, 2023, as compared to the previous financial year ended March 31, 2022 is summarized as under:

(Rs in Lakh)

Particulars	FY 2022-23	FY 2021-22
Total income	252.11	6930.25
Total expenses	224.71	2608.34
Earnings before Interest, Depreciation and Tax	27.40	4321.91
Interest	-	-
Depreciation and Amortization	-	-
Profit/(Loss) before tax from continuing operations	27.40	4321.91
Tax	-	-
Profit/(Loss) after tax from continuing operations	27.40	4321.91
Profit/(Loss) after tax from discontinued operations	-	(13221.25)
Profit/(Loss) for the year	27.40	(8899.34)

Pursuant to the Scheme of Arrangement between the Company and Hinduja Global Solutions Limited ("HGS") and their respective shareholders as sanctioned by the Honble National Company Law Tribunal, Mumbai Bench vide its Order dated November 11, 2022, the Digital, Media and Communications business undertaking including investment in subsidiaries along with all their concomitant rights, obligations and liabilities of the business undertaking has been demerged/ transferred to HGS. Further, since the Company has no subsidiaries, consolidated financial results are not required to be prepared and hence, not provided. Subsequent to such demerger, the Company, presently, has no active business other than holding real estate inventory as part of its Real Estate business segment.

The Board of Directors of the Company has approved the merger of Hinduja Leyland Finance Limited with the Company subject to shareholders and necessary regulatory approvals. Post this merger, the primary business of the Company is likely to shift to providing financial services.

DIVIDEND

The Board of Directors, at their meeting held on April 28, 2023, recommended the payment of dividend of Rs 2 (Rupees Two only) per equity share (previous year 4.00 per equity share), i.e., 20% of the face value of equity share of 10/- each for the financial year 2022-23. Payment of such 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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") is available on the Companys website at https://www. ndlventures.in/investors/corporate-policies/.

TRANSFER TO RESERVES

No amount has been proposed to be transferred to Reserves during the financial year ended March 31,2023.

SCHEMES OF ARRANGEMENT

a) Demerger of Digital, Media and Communications Business Undertaking into Hinduja Global Solutions Limited

As per direction of Honble National Company Law Tribunal (NCLT) vide its Order dated July 29, 2022, a meeting of shareholders of the Company was convened on September 2, 2022, to approve, inter-alia, the Scheme of Arrangement between the Company (the "Demerged Company" or "NDL") and Hinduja Global Solutions Limited (the "Resulting Company" or "HGS") and their respective shareholders pursuant to Section 230-232 and other applicable provisions of the Companies Act, 2013 ("Act") wherein the Digital, Media and Communications business undertaking and investments in the subsidiaries on going concern basis and allied activities of the Demerged Company would stand transferred to and vested in Resulting Company with effect from the appointed date i.e. February 01, 2022. In the said meeting, the shareholders of the Company approved the Scheme with more than requisite majority of votes.

Thereafter, the Company approached NCLT for final approval of the Scheme by filing Company

Scheme Petition. After the scheduled hearings, the NCLT sanctioned the said Scheme vide its Order dated November 11, 2022. Pursuant to the Scheme, the Digital, Media and Communications business undertaking including investment in subsidiaries along with all their concomitant rights, obligations and liabilities of the business undertaking has been demerged/transferred to HGS. In consideration of such demerger, the shareholders of the Demerged Company were issued and allotted fully paid up equity shares of HGS in the ratio mentioned in the Scheme, as detailed hereunder:20 (Twenty) equity shares of the face value Rs 10/- each of HGS were issued and allotted as fully paid up for every 63 (Sixty-Three) equity shares of the face value of 10/- each fully paid up held in NDL.

b) Merger of Hinduja Leyland Finance Limited with the Company

Post the decision to transfer the Digital, Media & Communications business undertaking to Hinduja Global Solutions Limited, the Company was evaluating various proposals in line with its objective of pursuing high growth-oriented business opportunities that could bring in incremental value. In line with this commitment to create value for its shareholders, merger of Hinduja Leyland Finance Limited (HLFL) with the Company was examined by the Board. HLFL is one of Indias leading Non-Banking Financial Companies with a pan-India presence. Through a vast network of branches, HLFL finances a wide range of commercial and personal vehicles, from medium and heavy commercial vehicles, light commercial vehicles and small commercial vehicles to cars, multi-utility vehicles, three wheelers, and two wheelers, as well as various kind of used vehicles. HLFL is a subsidiary of Ashok Leyland Limited.

The Board, at its meeting, held on August 16, 2022, had approved the Scheme of Merger by Absorption under Sections 230-232 and other applicable provisions of the Companies Act, 2013 (including any statutory modification or re-enactment or amendment thereof), as may be applicable, for the merger by absorption of Hinduja Leyland Finance Limited (the Transferor Company) into NXTDIGITAL Limited (the Transferee Company) and their respective shareholders wherein upon this Scheme coming into effect, the Transferor Company along with its Undertaking, as defined in the Scheme, shall stand merged with and be vested in the Transferee Company, as a going concern, without any further act or instrument together with all the properties, assets, rights, liabilities, benefits and interest therein, as more specifically described in the Scheme.

While the Company and HLFL were working on completing the formalities, on September 28, 2022, National Stock Exchange of India Limited issued circular specifying revised Standard Operating Procedure (SOP) on the application filed under Regulation 37 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 with respect to the Scheme of Arrangements wherein the Scheme of Arrangement seeking Stock Exchanges NOC under Regulation 37 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 shall be submitted to the Stock Exchange along with all the documents as per the Stock Exchanges checklist within 15 working days of the Board meeting approving the draft scheme of arrangement.

In view of the above, the Board of Directors again met on November 25, 2022 and approved the Scheme of Merger with revised valuations and other reports.

The Scheme is under the process of approval by the relevant regulatory authorities.

CHANGES IN CAPITAL STRUCTURE

The paid-up equity share capital of the Company as on March 31, 2023, 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 (BSE) and the National Stock Exchange of India Limited (NSE). There was no change in the paid-up equity share capital of the Company during the year under review.

As on March 31, 2023, out of the Companys total paid-up equity share capital comprising of 3,36,71,621 Equity Shares, 3,30,39,512 Equity Shares (98.13%) were held in dematerialized mode. The Companys equity shares are compulsorily tradable in electronic form.

ALTERATION OF OBJECT CLAUSE OF MEMORANDUM OF ASSOCIATION OF THE COMPANY

The Company was engaged in the business of providing services of Digital, Media & Communications and dealing in Real Estate. In view of the proposed Merger of Hinduja Leyland Finance Limited, a Non-Banking Financial Company, with the Company, the main business activity of the Company would then need to change to providing financial services and allied activities. The existing Memorandum of Association did not have as part of its main object clauses, objects which allow the Company to carry on the business of providing financial services. An alteration of the Memorandum of Association of the Company was, therefore, required by adding suitable new object clauses. The Shareholders of the Company approved the alteration of object clause of Memorandum of Association of the Company by passing special resolution at the 37^th Annual General Meeting held on September 27, 2022. Such alteration was approved by the Registrar of Companies/Ministry of

Corporate Affairs vide its certificate of registration of special resolution confirming alteration of object clause(s) dated October 27, 2022.

NAME CHANGE OF THE COMPANY

As mentioned above, the Digital, Media and Communications Business undertaking of the Company including the investments in subsidiaries along with all their concomitant rights, obligations and liabilities, has been transferred to HGS including all the registered brands/trademarks owned by the Company, particularly "NXTDIGITAL" under the Scheme of Arrangement as sanctioned by NCLT. The earlier name of the Company i.e., NXTDIGITAL

Limited, was still reflecting the brand name "NXTDIGITAL". Considering that the brand "NXTDIGITAL" has been transferred to HGS under the Scheme of Arrangement, the name of the Company was proposed to be changed from "NXTDIGITAL LIMITED" to "NDL VENTURES LIMITED. The same was duly approved by the Shareholders of the Company by passing Special Resolution on January 28, 2023 through postal ballot. Such name change of the Company was approved by the Registrar of Companies, Ministry of Corporate Affairs vide Certificate of Incorporation dated April 20, 2023.

BUSINESS REVIEW

State of the Indian Economy

Indias growth continues to be resilient despite some signs of moderation in growth, says the World Bank in its latest India Development Update, the World Bank Indias biannual flagship publication. The Update notes that although significant challenges remain in the global environment, India was one of the fastest growing economies in the world.

Post the turbulent years of the pandemic which affected the economy and businesses in general, the year in retrospect has been one of defining sustainability and growth for the Indian economy. The financial year 2022-23 has been a year of economic recovery with a push towards sustainability. The economy appears to have moved on after its encounter with the pandemic, staging a full recovery ahead of many nations and positioning itself to ascend to the pre-pandemic growth path in financial year 2022-23. Agencies worldwide continue to project India as the fastest-growing major economy at 6.5-7.0 percent.

Nature of Business and future outlook

The Company which was hitherto in the business of digital media & communication has, with a view to reorganize businesses and create shareholder value made some structural changes in its businesses and re-definedthe future course the Company wishes to take. These steps include:

• The demerger of the "Digital Media and Communications" Business undertaking of the Company into Hinduja Global Solutions Limited through the process of a Scheme of demerger duly approved by the Honourable National Company Law Tribunal, vide its order dated November 11, 2022. While this move brought about business synergies, it also enabled the shareholders of the Company to participate in the growth of the "Resulting Company" through the demerger wherein shares were allotted to them in that Company, enabling them to participate in the dividend and share buyback schemes of the "Resulting Company".

• The Board of Directors of the Company approved a Scheme for the merger of Hinduja Leyland Finance Limited, a leading Non-Banking Financial Company with itself, subject to all shareholder and regulatory approvals. This step will enable the shareholders of the Company to participate in the exciting business of financial services which is expected to witness a significant growth in the years to come. The Scheme is under various stages of approvals. With these changes, the Company will look to focus on the financial services sector going forward subject to all requisite approvals being available. The Company is in the process of obtaining the requisite statutory/regulatory approvals.

IMPACT OF COVID-19 PANDEMIC

With the impact of COVID 19 pandemic having significantly reduced in the last year, the Company has not had to face any adverse situation impacting either its business or the realizability of its assets or meeting of its obligations.

DETAILS OF SUBSIDIARIES/JOINT VENTURES/ ASSOCIATE COMPANIES

As on March 31, 2023, the Company did 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 a part of this Annual Report.

DIRECTORS

There were the following changes in the Board of Directors during the year under review:

Cessation

During the year 2022-23, Mr. Ashok P. Hinduja (DIN: 00123180) resigned from the position of Chairman -Non-Executive Director and from the Board of the Company with effect from December 19, 2022 view of re-organization of business of the Company arising out of the demerger of the Digital, Media & Communication business into Hinduja Global Solutions Limited and also the proposed merger of Hinduja Leyland Finance Limited into the Company. The Board of Directors placed on record their deep appreciation for his valuable guidance and support extended by him in the transformation of the Company from a finance Company to a venture hub and then to a digital media Company. Under his valuable prudent guidance, the Company achieved remarkable growth and all-round success.

Owing to the said reorganization of business of the Company (a) Mr. Prashant Asher (DIN: 00274409) resigned from the directorship of the Company with effect from December 19, 2022. He confirmed that there was no other material reason for his resignation. The Board expressed its appreciation for the valuable guidance provided by him during his tenure as a Director and (b) Mr. Vynsley Fernandes (DIN: 02987818) resigned from the position of the Managing Director & Chief Executive Officer and from the Board of the Company with effect from November 14, 2022. The Board placed on record its appreciation for valuable work done by him during his tenure in the Company.

Appointment/Induction

Mr. Sudhanshu Tripathi (DIN: 06431686), Non-Executive Director was elected as the Chairman of the Board of the Company with effect from December 19, 2022.

The Board, based on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Sachin Pillai (DIN: 06400793) as an Additional Director (Non-Executive and Non Independent) on the Board of the Company with effect from January 31, 2023. Mr. Sachin Pillai brings to the Board the expertise and experience in the areas of banking and financial sectors for more than two decades.

On April 19, 2023, the Shareholders of the Company, by way of an ordinary resolution passed through postal ballot, approved the appointment of Mr. Sachin Pillai as Non-Executive Director of the Company, liable to retire by rotation.

Re-appointment

In accordance with the provisions of Section 152(6) of the Act and in terms of the Articles of Association of the Company, Mr. Amar Chintopanth, Director (DIN: 00048789) will retire by rotation at the ensuing 38^th Annual General Meeting ("38^th AGM") and is eligible for reappointment. The Board recommends his reappointment for the consideration of the members of the Company at 38^th AGM.

Mr. Amar Chintopanth was appointed as a Whole Time Director of the Company by the Shareholders through Special Resolution passed at the 35^th Annual General Meeting held on September 30, 2020 for a period of three years from September 4, 2020 to September 3, 2023. The Board recommends his reappointment for a further period of two (02) years from September 4, 2023 to September 3, 2025 for consideration and approval of the members of the Company at 38^th AGM. A brief profile of Mr. Amar Chintopanth forms part of the Notice convening 38^th AGM.

KEY MANAGERIAL PERSONNEL

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

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 except Mr. Vynsley Fernandes who resigned as Managing Director & Chief Executive Officer with effect from November 14, 2022.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has, inter alia, received the following declarations from all the Independent Directors 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 Directors Database maintained by the Indian Institute of Corporate Affairs. 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.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance of requirements of Regulation 25(7) of the SEBI Listing Regulations, the Company has put in place a Familiarization Programme for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc.

The details of the Familiarization Programme conducted are available on the website of the Company at http://ndlventures.in/contents/ static/hvmedia/abt/pdf/familiarisation-program-independent-directors.pdf .

Your Companys Managing Director & Chief Executive Officer and Whole-Time Director & make presentations to the Board members every quarter, sharing updates about the Companys 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 competitive environment. The Board is also updated on organizational risks, industry review, internal financial controls, changes in corporate and allied laws through presentations and updates made by the respective functional leaders.

CODE OF CONDUCT

The Code of Conduct of the Company is available on the website of the Company at http://ndlventures. in/investors/code-of-conduct/. 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.

BOARD MEETINGS HELD DURING THE YEAR

Regular meetings of the Board and its Committees are held to discuss and decide on various business policies, strategies, financial matters and other businesses. The schedule of the Board/ Committee Meetings to be held in the forthcoming financial year is circulated to the Directors in advance to enable them to plan their schedule for effective participation in the meetings.

During the financial year 2022-23, the Board met 10 (ten) 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 Annual Report.

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

COMMITTEES

The Board has set up various Committees in compliance with the requirements of the business and relevant provisions of applicable laws and layered down well documented terms of reference of all the Committees. As on March 31, 2023, the Board has 6 (six) Committees:

1. Audit Committee,

2. Nomination & Remuneration Committee,

3. Corporate Social Responsibility Committee,

4. Risk Management Committee,

5. Stakeholders Relationship Committee, and

6. Committee of Directors – Integration Committee

During the year, all recommendations of the Committees of the Board which were mandatorily required, 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.

COMPOSITION OF THE AUDIT COMMITTEE

The Audit Committee comprises of four (4) Members. The Committee is chaired by Mr. Anil Harish, Independent Director. The other Members of the Committee are Ms. Bhumika Batra, Independent Director, Mr. Munesh Khanna, Independent Director and Mr. Sudhanshu Tripathi, Non-Executive Director. 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. During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS

As required under the provisions of the Act, relevant Rules made thereunder and under the SEBI Listing Regulations, the evaluation of the annual performance of individual Directors including the Chairman of the Company and Independent Directors, Board and Committees of the Board was carried out for the financial year 2022-23.

For performance evaluation of the Board, its Committees and individual Directors, 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 3, 2023, reviewed the performance of Non-Independent Directors and the Board as a whole, Chairman of the Company 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. The Board also assessed fulfillmentof the the independence criteria as specified in SEBI Listing Regulations, by the Independent Directors of the Company and their independence from the management.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Sections 134(3)(c) and 134(5) of the Act, it is hereby confirmed that:

a. in the preparation of the annual accounts for the year ended March 31, 2023, 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, of the Company for 2023,andoftheprofit/loss 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.

REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES AND CRITERIA FOR APPOINTMENT OF DIRECTORS

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel and other employees, such Remuneration Policy forms part of this report. The policy is available on the Companys website at https://www.ndlventures.in/investors/corporate-policies/ .

The Nomination and Remuneration Committee (NRC) has articulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II of the SEBI Listing Regulations.

Independence: In accordance with the above criteria, a director will be considered as an ‘Independent Director if he/she meets the criteria for Independence as laid down in the Act and Rules framed thereunder, as amended and Regulation 16(1)(b) of the SEBI Listing Regulations.

A Qualifications: transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the NRC considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behavior, strong interpersonal and communication skills and soundness of judgement.

CORPORATE GOVERNANCE REPORT

The Board of Directors reaffirm their continued commitment to good Corporate Governance and ethical practices. The Company is committed to maintaining highest standard of Corporate Governance and elevating the same to the best global 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.

As required by Schedule V(E) of the SEBI Listing from PracticingRegulations,Company certificate 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, the 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

Pursuant to Regulation 34(2)(f) of SEBI Listing Regulations, the requirement of submitting the Business Responsibility Report has been discontinued after the financial year 2021-22 thereafter, with effect from the financial year 23, the top one thousand listed Companies based on market capitalization, shall submit Business

Responsibility and Sustainability Report (‘BRSR) in the format specified by the SEBI from time to time. Accordingly, BRSR of the Company 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/ .

PUBLIC DEPOSITS

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 2022-23.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has laid down an adequate system of internal controls, policies and procedures for ensuring orderly and efficient conduct of the business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, timely preparation of reliable financial disclosures and to ensure compliance with regulatory requirements. The internal financial controls are adequate and operating effectively. Effectiveness of internal financial controls is ensured through management reviews, controlled self-assessment and independent testing by the internal audit team.

Your 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 Directors Responsibility Statement. The management is committed to ensuring an effective internal control environment, commensurate with the size and complexity of the business, which provides an assurance on compliance with internal policies, applicable laws, regulations and protection of resources and assets.

The Company has an Internal Audit function that identifies the critical audit areas with specific reference to operations, accounting, and finance.

The Internal Auditor reviews the adequacy of the internal controls and risks in such audit areas every quarter. The audit is based on the Internal Audit Plan, which is reviewed and approved by the Audit Committee. Based on the observations of the Internal Auditor, corrective actions are undertaken by the owners in their respective areas and thereby strengthening the internal controls.

The Audit Committee, based on its evaluation, has- concluded that as on March 31, 2023, your Companys internal financial controls were adequate and operating effectively.

ANNUAL RETURN

As required under Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014 as amended from time to time, Annual Return for the financial year 2022-23 is placed on the website of the Company at https://ndlventures. in/investors/annual-reports/.

LOANS, GUARANTEES, AND INVESTMENTS

Particulars of loans given, investments made, guarantees given, and securities provided are given in Note nos. 4 and 5 of the Notes forming part of Financial Statements.

RELATED PARTY TRANSACTIONS

Related party transactions entered during the financial year under review are disclosed in the note no. 25 of notes to the financial statements of the Company for the financial year ended March 31, 2023. These transactions entered were at an arms length basis and in the ordinary course of business. All 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.

The Company, in terms of Regulation 23 of the SEBI Listing Regulations, 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/financial-results-2/.

The Companys Policy on dealing with and materiality of related party transactions is available on the website of the Company at https://www.ndlventures. in/investors/corporate-policies/. There are no related party transactions that materiallysignificant may have potential conflict with interest of the Company at large. 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 for the financial year 2023-24, through postal ballot on April 19, 2023.

All related party transactions during the financial year 2022-23 were in the ordinary course of business and at an arms length basis and do not attract the provisions of Section 188 of the Act, hence, no particulars in Form AOC-2 have been furnished.

AUDITORS

Statutory Auditors

The Board of Directors at their meeting held on August 27, 2022, had appointed M/s S K Patodia & Associates, Chartered Accountants (Firm Registration No. 112723W) as Joint Statutory Auditors of the Company alongwith the existing Statutory Auditors M/s. Haribhakti & Co. LLP, Chartered Accountants for a period of three years commencing from the conclusion of 37^th Annual General Meeting till the conclusion of 40^th Annual General Meeting of the Company. Subsequently, shareholders of the Company approved the same at the 37^th Annual General Meeting of the Company held on September 27, 2022.

M/s. S K Patodia & Associates, Chartered Accountants (Firm Registration No. 112723W) has confirmed their eligibility for appointment as a Joint Statutory Auditors of the Company.

Due to the proposed merger of Hinduja Leyland Finance Limited, a Non-Banking Financial Company, the main business activity of the Company would be financial services regulated by the Reserve Bank of India (RBI). On November 3, 2022, M/s Haribhakti & Co. LLP, Chartered Accountants, one of the joint Statutory Auditors, expressed their inability to continue as a Statutory Auditors due to the Order dated October 12, 2021, issued by the Reserve Bank of India having restricted M/s. Haribhakti & Co. LLP from undertaking audit assignments in any of the entity regulated by the RBI effective April 1,2022. M/s. S K Patodia & Associates, Chartered Accountants continued as Statutory Auditors of the Company.M/s. S K Patodia & Associates, Chartered Accountants, Statutory Auditors of the Company have issued an unmodified opinion on the Financial Statements for the financial year 2022-23 and the Auditors Report forms part of this Annual Report.

Secretarial Auditors

The Board had appointed Ms. Rupal Jhaveri, Practicing Company Secretary (CP: 4225) to undertake Secretarial Audit for the financial year 2022-23 pursuant to the provisions of Section 204 of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report in the Form No. MR-3 for the year ended March 31, 2023 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 SEBI Circular dated February 8, 2019, and additional affirmations required

Circulars issued by NSE and BSE dated March 16, 2023, and April 10, 2023, read with Regulation 24A of the SEBI Listing Regulations, the Company has obtained Annual Secretarial Compliance Report from Ms. Rupal Jhaveri, Practicing Company Secretary, confirming compliances with all applicable SEBI Regulations, Circulars and Guidelines for the year ended March 31, 2023.

Ms. Rupal Jhaveri, Practicing Company Secretary, confirming that none of the has issued a certificate Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directors of companies by SEBI/MCA or any such statutory authority. The said Certificate is annexed to the Report on Corporate Governance forms part of this Annual Report.

Cost Auditors

In accordance with Section 148 of the Act and rules framed thereunder, the Board of Directors on the recommendation of the Audit Committee had appointed M/s. ABK & Associates, Cost Accountants, (Firm Registration No. 000036), as Cost Auditors of the Company for the financial year 2022-23 to audit the accounts relating to Dark Optic Fiber Leasing for . the financial year ended March 31, 2023

Due to the said demerger of Digital, Media and Communications business undertaking with HGS with effect from the appointed dated February 1,2022, the Company is not presently engaged in any activity on which cost audit is applicable. Therefore, the said appointment of cost auditor has become redundant. Keeping in view of non-applicability of cost audit, the Board declined the appointment of cost auditor for financial year 2023-24.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors has reported to the Audit Committee under section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) Committee has been constituted by the Board of Directors pursuant to the requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The details of membership of the Committee and the meetings held are given in the Corporate Governance Report, forming part of this Annual Report. The contents of the CSR Policy of the Company as 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/corporate-policies/.

The CSR Committee at its meeting held on March 3, 2023 arrived at a conclusion that considering average loss for the last three years, as computed for the financial year 2022-2023, there would not be any statutory obligation to provide the funds for CSR activities. The Board, at its meeting held on March 3, 2023, reviewed and confirmed the same.The annual report on CSR is provided in the "Annexure- G" to this report.

WHISTLE BLOWER / VIGIL MECHANISM

The Company has a Vigil Mechanism that provides a formal channel for all its Directors, employees and stakeholders to approach the Chairman of the Audit Committee and make protective disclosures about the unethical behaviour, actual or suspected fraud or violation of the Code of Conduct. No person is denied access to the Chairman of the Audit Committee. Your Company affirms 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 2022-23.

The Company has adopted a policy on Whistle Blower / Vigil Mechanism, and the same is uploaded on the website of the Company at the web link: https://www.ndlventures.in/investors/corporate-policies/ .

RISK MANAGEMENT

The Board of Directors of the Company has formed Risk Management Committee in compliance of Regulation 21 of SEBI Listing Regulations with the responsibility of overseeing various strategic, operational and financial risks that the organization faces, along with the adequacy of mitigation plans to address such risks. The Corporate Governance Report, which forms part of this report, contains the details of Risk Management Committee of the Company.

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 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.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of India as amended from time to time.

CREDIT RATING

As on March 31, 2023, the Company had credit rating "IVR/A+/Stable" assigned by Infomerics Valuation and Rating Private Limited, a Credit Rating Agency. However, financial facilities relating to the Demerged Undertaking pursuant to said Demerger has been transferred to HGS under the sanctioned Scheme of Arrangement by NCLT.

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.

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, 2023, the Company has not received any complaint pertaining to sexual harassment.

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 demat account of the IEPF Authority.During the year, the Company has transferred the unclaimed and unpaid dividends of 4,09,860/- (Rupees Four Lakhs Nine Thousand Eight Hundred and Sixty Only) for the financial year 2014-15 to IEPF on November 18, 2022. Further, 266 nos. equity shares on which dividends were unclaimed for seven consecutive years were transferred to IEPF in December 9, 2022.

The unclaimed / unpaid dividend (interim) of Rs 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.) equity 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 Companys website at the web link at https://www.ndlventures.in/investors/ unclaimed-dividend/ .

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 and Outgo during the year under review are as under:

Conservation of Energy:

Considering the nature of the Companys business, there is no reporting to be made on conservation of energy in its operations. 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 minimum technology required for the business has been absorbed.

Foreign Exchange Earnings and Outgo:

There was no foreign exchange earnings and outgo during the financial year 2021-22 and 2022-23.

EMPLOYEES PARTICULARS AND RELATED DISCLOSURES

The Company believes that its dedicated and motivated employees are its greatest asset.

The Company till now has offered compensation, healthy work environment and the employee performances are recognized through a planned reward and recognition program. The Company intends to develop a workplace where every employee can recognize and attain his or her true power. The Company motivates individuals to undertake voluntary projects apart from their scope of work that help them to learn and nurture creative thinking.

Your Directors would like to take this opportunity to express their appreciation for the passion, dedication and commitment of the employees of the Company and look forward to their continued contribution. 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.

GENERAL DISCLOSURES

1) No equity shares with differential rights as to dividend, voting or otherwise were issued.

2) No equity shares were issued to employees of the Company under any scheme.

3) No above, were passed by any Regulator or Court or Tribunal, which can have an impact on the going concern status and the Companys operations in the future.

4) 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.

5) The Managing Director/Whole Time Director of the Company does not receive any remuneration or commission from any of its subsidiaries.

6) No application has been made under the Insolvency and Bankruptcy Code, 2016 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 amount of valuation 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.

ACKNOWLEDGEMENTS

The Directors hereby acknowledge the dedication, loyalty, hard work, solidarity and commitment rendered by the employees of the Company during the year. They would also like to place on record their appreciation for the continued co-operation and support received by the Company during the year from bankers, Government Authorities, business partners, shareholders, customers and other stakeholders.

For and on behalf of the Board of Directors

Sd/-

Sudhanshu Tripathi

Chairman

(DIN: 06431686)

Place: Mumbai

Date: July 28, 2023