NDL Ventures Ltd

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.

Key highlights of the Company's financial performance summarized as under:

(Rs in Lakh)

Since the Company has no subsidiaries, the consolidated financial 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

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.

The Board of Directors, at their meeting held on April 29, 2025, recommended the payment of dividend of Rs 0.50 (Paise fiftyonly) per equity share (previous year Rs 1.00 per equity share), i.e., 5% of the face value of equity share of Rs 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 SEBIresultsarenotrequiredto be Listing Regulations is available on the Company's website at https://ndlventures.in/investors/corporate-policies/

No amount has been proposed to be transferred toservices sector. the General Reserve during the financial year ended March 31, 2025.

The paid-up equity capital of the Company as on March 31, 2025, was Rs 33,67,16,210/- comprising of 3,36,71,621 Equity Shares of Rs 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.

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.

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, Hamas conflict, cyber threats and global trade route disruptions. Inflation declined globally due 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.

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 do exceedingly well in the years to come.

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.

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

Besides their experience, strong financial strategic astuteness, and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation.

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. the Israel-

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 institutions supported by him and his family. The Board places on record its appreciation for the all thevaluablesupportandguidanceprovidedbyMrAnil 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.

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 Ms. Sumati Sharma, Company Secretary

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

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.

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.

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 specificareas 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.

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.

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.

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.

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 confirmedthat 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.

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/.

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

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, of the Company for 2025,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.

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 fortheBoardtoeffectivelyand reasonably perform their duties.

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 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, Practicing 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.

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".

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.

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.

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.

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.

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.

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 unmodifiedopinion on the Financial Statements for the financial year 2024-25 and theAuditor'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.

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.

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, hasissuedacertificate 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.Thesaidcertificateis 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.

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).

The Company is not presently engaged in any activity on which cost audit is applicable.

The Company has a well-defined process 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 transactions that may have significant 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/.

ApprovaloftheShareholderswassoughtwithrespect 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 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 formulatedandrecommendedtotheBoard,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.

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 confirmsthat 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/.

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 identifiedrisks is monitored during the reporting period to ensure that there is no adverse impact on the Company.

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/

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 Rs 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/ .

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:

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.

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:

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.

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

As on March 31, 2025, the Company had no borrowing, hence, credit rating was not required to be obtained.

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 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 excludingtheaforesaidAnnexure.Thesaidstatement 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.

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) Therearenomaterialchangesandcommitments that have occurred between the end of the financial year of the Company and the date of this report, which affectsthe 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.

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 confidenceand 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.

(DIN: 06431686)

Place: Mumbai Date: July 22, 2025