The Board of Directors of NDL Ventures Limited (formerly known as NXTDIGITAL Limited) (“the Company”)
are pleased to present the 40th (Fortieth) Annual Report of the Company along with the Audited Financial
Statements for the financial year ended March 31,2025.

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, 2025, are
summarized as under:

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. In 2022, the Company has
amended its Memorandum of Association to enable
it to carry on business in the financial services sector.

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

DIVIDEND

The Board of Directors, at their meeting held on April
29, 2025, recommended the payment of dividend of
' 0.50 (Paise fifty only) per equity share (previous
year ' 1.00 per equity share), i.e., 5% of the face
value of equity share of ' 10/- each for the financial
year 2024-25. 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 31,2025.

CHANGES IN SHARE CAPITAL

The paid-up equity capital of the Company as on
March 31, 2025, 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, 2025, out of the Company’s total
paid-up equity capital comprising of 3,36,71,621
Equity Shares, 3,30,42,498 Equity Shares (98.13%)
were held in dematerialized mode. The Company’s
equity shares are compulsorily tradable in electronic
form.

UPDATE ON SCHEME OF MERGER

The Company has been informed by the Reserve
Bank of India that the Company would be granted
Certificate of Registration (CoR) as a Non Banking
Finance Company once the merger of Hinduja
Leyland Finance Limited (HLFL) with the Company
is approved by the NCLT and that simultaneously
on merger and surrender of CoR by HLFL. Thus,
in order to take forward the proposal for the Merger
by Absorption of Hinduja Leyland Finance Limited
(HLFL) into itself and as suggested by RBI, HLFL
has re-initiated the process of obtaining NOC from
RBI regarding its merger with NDL Ventures Limited.
The process of approval is underway, and the
Company has been providing information as required
by the RBI for the purpose. Post receipt of NOC by
HLFL, 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 witnessed continued global
uncertainty marked by geopolitical tensions,
inflationary pressures, and shifting monetary policies
across major economies. Growth was uneven
across regions, with advanced economies (AEs)
recording stable expansion while emerging markets
and developing economies (EMDEs) reporting
mixed trends. Global manufacturing weakened,
particularly in Europe and parts of Asia, due to
supply-chain disruptions and reduced external
demand. The services sector remained resilient and
contributed positively to economic activity. Inflation
pressures eased in most economies but remained
persistent in the services sector. Key geopolitical
risks include the Russia-Ukraine conflict, the Israel-
Hamas conflict, cyber threats and global trade
route disruptions. Inflation declined globally due to
monetary tightening but remained high in services,
driven by wage growth.

Despite these challenges, the GDP growth estimated
at 6.4% for FY25, maintaining strong domestic
economic momentum. The service sector expanded
by 7.2% in FY25, led by financial services, IT and
public administration. This growth has positively
impacted the financial services sector, particularly
the NBFC segment, which continued its recovery
post-COVID.

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, and with the interest rate cuts announced
by the Reserve Bank of India to boost economic
growth, the financial services sector is expected to
do exceedingly well in the years to come.

SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES

As on March 31,2025, 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 a part
of this Annual Report.

BOARD OF DIRECTORS

The Board of the Company is comprised of eminent
people with proven competence and integrity.
Besides their 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.

Re-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. Sachin Pillai, Director (DIN:
06400793) is liable to retire by rotation at the
ensuing 40th Annual General Meeting (“40th AGM”)
and being eligible, seeks reappointment. The Board
recommends his reappointment for the consideration
of the members of the Company at the forthcoming
40th AGM.

Change in Independent Directors

Mr. Anil Harish (DIN: 00001685) who was on the
Board of our Company for over a decade resigned
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 the all
the valuable support and guidance provided by MrAnil
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, which was subsequently approved by the
shareholders of the Company at 39th Annual
General Meeting held on 13th September, 2024.

In Accordance with Section 149(09) and Section
149(10) which outline the requirement of maximum
tenure for independent director on the boards of
company, Ms. Bhumika Batra (DIN: 03502004)
was appointed initially on the Board of company on
11th March 2015 as a non-executive independent
director and reappointed on 11th March 2020 for a
period of 5 years ending on 10th March 2025 subject
to approval of shareholders which was subsequently
approved by shareholders at 35th Annual General
Meeting of the Company held on 30th September
2020. Ms. Bhumika Batra (DIN: 03502004)
successfully completed 2 consecutive terms of 5
years each on 10th March 2025 and retired from
the board and Committees of the company adhering
to the provisions of section 149 of the companies
Act, 2013 from the closure of business hours of
10th March 2025.

The Board places on record its appreciation for the
all the valuable support and guidance provided by
Ms. Bhumika Batra to the Board and the management
during her tenure as the Independent Director of the
Company.

The Board, at its meeting held on February 18, 2025,
based on the recommendation of the Nomination &
remuneration Committee of the Company, appointed
Ms. Vandana Jaisingh (DIN: 06674779) as an
Independent Director for a period of 2 (two) years
subject to the approval of the shareholders through
Postal Ballot Notice dated March 26, 2025 which
was approved by the shareholders of the company
through requisite majority on 27th April, 2025. The
results of postal ballot and scrutinizers report was
submitted to the exchange on 28th April, 2025.

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

> Ms. Sumati Sharma, Company Secretary

Change in Key Managerial Personnel

Mr. Ashish Pandey, has ceased to act as Company
Secretary and Compliance Officer of the company
with effect from closure of business hours of
November 30, 2024, due to an internal transfer.

The Board places on record its appreciation for the
all the valuable support and expertise in dealing with
legal and compliance aspect of the company by
Mr. Ashish Pandey during his tenure as the Company
Secretary and Compliance Officer of the Company.

The Board, at its meeting held on November 28,2024,
based on the recommendation of the Nomination
& remuneration Committee of the Company,
appointed Ms. Sumati Sharma (M.No.-A51019) as
the Company Secretary and Compliance Officer of
the Company with effect from 01st December 2024.

Brief Profile of Ms. Sumati Sharma (Company
Secretary & Compliance Officer)

Ms. Sumati Sharma has over 8 years of work
experience across companies in varied industry
segments. She is Associate Member (ACS-51019)
of the Institute of Company Secretaries of India.
In addition, she has done B. Com. from Vikram
University, Ujjain, Madhya Pradesh.

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 2024-25, the Board met 6
(six) 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
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, 2025, 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.

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
attached as “Annexure B”, 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 was comprised of four (04)
Members till 10th March, 2025. The Committee was
chaired by Mr. Anil Harish, Independent Director,
ceased w.e.f. July 08, 2024, and thereafter, by
Mr. Munesh Khanna, Independent Director. The
other Members of the Committee are Ms. Bhumika
Batra, Independent Director till March 10, 2025,
Mr. Debabrata Sarkar, Independent Director from
August 08, 2024, Mr. Sudhanshu Tripathi, Non¬
Executive Director till August 08, 2024, and Mr.
Sachin Pillai, Non- Executive Non-Independent
Director from August 08, 2024. Currently, the Audit
Committee is comprised of three (03) members,
viz., Mr. Munesh Khanna, Independent Director &
Chairman of the Committee, Mr. Debabrata Sarkar,

Independent Director and Mr. Sachin Pillai, Non¬
Executive Non-Independent Director. The Committee
met 4(four) times in the financial year 2024-25. The
Board has accepted all the recommendations of the
Audit Committee during the year under review.

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,
ceased w.e.f. July 8, 2024, and thereafter, by
Ms. Bhumika Batra, Independent Director, till March
10, 2025, and thereafter by Mr. Munesh Khanna,
Independent Director. The other Members of the
Committee are Mr. Debabrata Sarkar from August
08, 2024, Independent Director and Mr. Sudhanshu
Tripathi, Non-Executive Director. The Committee
met 3(three) times in the financial year 2024-25.

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 was chaired
by Ms. Bhumika Batra, Independent Director till
March 10, 2025 and thereafter by Ms. Vandana
Jaisingh, Independent Director. The other Members
of the Committee are Mr. Sudhanshu Tripathi,
Non-Executive Director and Mr. Amar Chintopanth,
Whole-Time Director & Chief Financial Officer. The
Committee met once in the financial year 2024-25.

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 (ceased w.e.f.
July 8, 2024), Ms. Bhumika Batra (till March 10, 2025),

Mr. Munesh Khanna, Mr. Debabrata Sarkar (from
August 08, 2024) and Ms. Vandana Jaisingh (from
February 18, 2025) 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 Business 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-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 31,2025:

a. in the preparation of the annual accounts for
the year ended March 31,2025, 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,
2025, 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 FY2024-25, 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 February 18, 2025 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’s 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.

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, 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

Regulation 34(2)(f) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and
SEBI vide Circular No. SEBI/HO/CFD/CFD-SEC-
2/P/CIR/2023/122 dated July 12, 2023, requires
Top One Thousand listed entities based on market
capitalization, to submit Business Responsibility
and Sustainability Report (BRSR) as per the format
specified by SEBI. As the name of NDL Ventures
Limited did not fall under the list of top 1000 listed
Companies based on market capitalization provided
by NSE and BSE. Business Responsibility and
Sustainability Report (BRSR) for the FY2024-25 is
not applicable to NDL Ventures Limited.

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 2024-25.

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’s Internal Auditor (IA) reports to the
Audit Committee and submits its report annually. The
remediation of deficiencies as identified by the IA 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, 2025,
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
31,2025, 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, 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,
Chartered Accountants (Firm Registration No.
112723W) confirmed their eligibility for appointment
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 2024-25 and the
Auditor’s Report forms part of this Annual Report.

Further, subject to the approval of Shareholders in
their 40th Annual General Meeting, the Board has
approved the re-appointment of M/s. S. K. Patodia &
Associates, Chartered Accountants (Firm Registration
No. 112723W) as Statutory Auditors of the Company
for a period of 5 (five) consecutive years commencing
from the conclusion of 40th Annual General Meeting
till the conclusion of 45th Annual General Meeting of
the Company.

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.

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 Jhaveri, a Practicing Company Secretary
(CP: 4225) to undertake Secretarial Audit for the
financial year 2024-25. The Secretarial Audit Report
in the Form No. MR-3 for the year ended March 31,
2025 is annexed as “Annexure E” 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 Jhaveri, Practicing Company Secretary,
confirming compliances with all applicable SEBI
Regulations, Circulars and Guidelines for the year
ended March 31,2025.

Ms. Rupal 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 SEBI/MCA
or any such statutory authority. The said certificate is
annexed to this Report.

In line with the amended Regulation 24A of the
Listing Regulations, subject to the approval of
Shareholders in their 40th Annual General Meeting,
the Board has approved the appointment of
Ms. Rupal Jhaveri, Practicing Company Secretary
as the Secretarial Auditors of the Company for a
term of 5 (five) consecutive years with effect from
FY 2025-26 to FY 2029-30.

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

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 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 2024-25 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,
2025. 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/financial-results-2/.

Approval ofthe 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 One OTT
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 was earlier. The Company
then took further approval of shareholders of the
Company at the 39th Annual General Meeting held
on September 13, 2024, for the proposed material
related party transactions 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 with the specified limits.

Approval of the Shareholders is being sought on
material related party transactions with the related
parties at the ensuing Annual General Meeting for
a period of one year from conclusion of the ensuing
Annual General Meeting till the conclusion of the
next Annual General Meeting.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility committee comprises
of Mr. Munesh Khanna, Independent Director as
Chairman, Mr. Sudhanshu Tripathi, Non-Executive
Director and Mr. Amar Chintopanth, Whole-Time
Director & CFO as members. The Committee met
once during the year 2024-25. The Committee has
formulated and recommended to the Board, Corporate
Social Responsibility (“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 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 January
23, 2025, arrived at a conclusion that considering
average loss for the last three years, as computed
for the financial year 2024-25, there would not be
any statutory obligation to provide the funds for CSR
activities. The Board, at its meeting held on January
23, 2025, reviewed and confirmed the same.

The annual report on CSR is provided in the
“Annexure- F” 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 2024-25.

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 Board-
level 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 of
' 4,05,370.34/- (Four Lakhs Five Thousand Three
Hundred Seventy Rupees and Thirty Four Paise
Only) declared in the Financial Year 2016-17 has
been transferred to the IEPF in October 2024 and
details of the same are uploaded on the website
of the Company. 1063 (nos.) shares, on which the
dividend for the financial year 2016-17 and onwards,
remained unpaid/ unclaimed for seven consecutive
years have been transferred by the Company to
IEPF in November 2024.

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
the web link at https://www.ndlventures.in/investors/
unclaimed-dividend/ .

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 31,2025, the
Company has not received any complaint pertaining
to sexual harassment. The details are listed below:

DISCLOSURE UNDER MATERNITY
BENEFIT COMPLIANCE

The Company is in compliance with the provisions
relating to maternity benefit under Maternity Benefit
Act, 1961.

During the financial year ended March 31,2025, the
Company has not received any maternity requests.

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, 2025, the Company had no
borrowing, hence, credit rating was not required to
be obtained.

REMUNERATION POLICY

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 Listing Regulations and is available on the
Company’s website at https://www.ndlventures.in/
investors/corporate-policies/ .

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, forming 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 G” 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 - H” forming part of this report. In terms
of proviso to Section 136(1) of the Act, the Report
and Accounts are being sent to the shareholders
excluding the aforesaid Annexure. The said statement
is also open for inspection at the Registered Office
of the Company, up to the date of the 40th 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.

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

ACKNOWLEDGEMENTS

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.
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.

For and on behalf of the Board of Directors

Sd/-

Sudhanshu Tripathi
Chairman

(DIN: 06431686)

Place: Mumbai
Date: July 22, 2025