1. At a Glance
Ladies and gentlemen, welcome to one of India’s most fascinating corporate magic shows —NDL Ventures Ltd, formerly known asNXTDigital, once a media powerhouse and now a self-declared “financial services” aspirant.The stock trades at₹96, giving the company a market cap of₹334 crore, despiteliterally zero salesfor multiple quarters. The company boasts aP/E ratio of 458, which is less valuation and more hallucination.
Promoters hold a commanding66.2%, debt iszero, and the company has somehow managed tomaintain a dividend payout of 996%— almost like paying you for believing in them. ROE stands at0.96%, and ROCE at1.69%— the kind of numbers that make auditors squint and analysts yawn.
Meanwhile, the real action lies under the hood: a juicy₹12 crore book-valued land in Bangalore, whosemarket value is pegged around ₹180 crore— nearly half the company’s market cap. And just a day ago, the board approved amerger with Hinduja Leyland Finance, with an appointed date ofApril 1, 2026. April Fool’s Day? Coincidence? We’ll let you decide.
2. Introduction
Imagine being a company that started indigital media, thendemerged its own business, and now claims to be afinancial services firmwithout any lending, borrowing, or broking operations. Welcome toNDL Ventures, the reincarnation ofNXTDigital, once India’s digital cable dream under the Hinduja empire.
Post its demerger into Hinduja Global Solutions, NDL was left with land, some intercorporate deposits, and a faint heartbeat called “Other Income.” Like a phoenix that rises without wings, the company pivoted toward “financial services” — an industry where you can say you do something, even if you don’t.
So what does NDL Ventures do today? It sits on cash, collects interest on intercorporate deposits, and occasionally reimburses salary costs. Their FY23 revenue breakup says it all:
- 72%from interest on intercorporate deposits,
- 16%from reimbursement of salary costs, and
- 12%from provisions written back.
Essentially, a glorified holding company. The corporate equivalent of your cousin who “freelances” but lives off his dad’s rent income.
3. Business Model – WTF Do They Even Do?
Let’s break this down. Once upon a time, this company connected5 million digital TV subscribersunder the brandNXTDigital, managing cable, broadband, and satellite delivery platforms. It even had its own teleport services. Then came the bigNCLT-approved demergerinNovember 2022, when the entire digital media undertaking, including theNXTDigital brand, was transferred toHinduja Global Solutions Ltd.
What remained?An empty corporate shell with some land, residual employees, and a balance sheet that reads like a Sudoku puzzle.
To make things exciting again, the board decided toadd financial services to its object clausein the MoA. And voilà! NDL Ventures was reborn as a “financial services company” — though it currently provides none.
The ultimate plot twist arrived this month:NDL Ventures is merging with Hinduja Leyland Finance Ltd (HLFL), a genuine NBFC with thousands of crores in AUM. The merger ratio?25 NDL shares for every 10 HLFL shares, withApril 1, 2026as the appointed date.
So technically, in less than two years, this lifeless holding company will transform into a proper NBFC. Until then? It’s a corporate waiting room.
4. Financials Overview
Let’s check out the quarterly performance. Spoiler alert: there’s more “Other Income” than operations.
| Metric | Q2 FY26 (Sep 2025) | Q2 FY25 (Sep 2024) | Q1 FY26 (Jun 2025) | YoY % | QoQ % |
|---|---|---|---|---|---|
| Revenue (₹ Cr) | 0.00 | 0.00 | 0.00 | – | – |
| EBITDA (₹ Cr) | -0.82 | -0.98 | -0.84 | 16.3% | 2.4% |
| PAT (₹ Cr) | 0.28 | 0.21 | 0.24 | 33.3% | 16.7% |
| EPS (₹) | 0.08 | 0.06 | 0.07 | 33.3% | 14.3% |
Annualised EPS = ₹0.08 × 4 = ₹0.32
At a CMP of ₹96, that gives aP/E of 300+, confirming our earlier suspicion — this is valuation cosplay.
Commentary:NDL Ventures earns like a sleepy fixed deposit and trades like a hot tech stock. The company’s profit came entirely from interest and reimbursements — not operations. Still, the PAT grew33% YoY, proving that even zero can improve if you divide it by zero nicely.
5. Valuation Discussion – Fair Value Range
Let’s do the academic math for entertainment:
Method 1: P/E MethodAnnualised EPS = ₹0.32Even if we generously assign asector P/E of 30x,Fair Value = 0.32 × 30 =₹9.6/share
Method 2: EV/EBITDA MethodEBITDA is negative, so mathematically it’s undefined.Fair value = somewhere between“negative infinity” and “hope.”
Method 3: DCF MethodAssume Other Income grows 10% per year (because dreams are free).PV of 5-year cash flows ≈ ₹3 CrAdd ₹180 Cr for Bangalore land (market value, not book).Total Equity Value ≈ ₹183 CrDivided by 3.5 Cr shares →₹52/share
Educational Fair Value Range:₹10 – ₹55 per share.
⚠️Disclaimer: This range is for educational purposes only and is not investment advice.
6. What’s Cooking – News, Triggers, Drama
This quarter’s drama has all the Hinduja ingredients — a merger, an RBI NOC, and a name change to confuse even the most loyal investor.
- Name Change (Apr 2023):From “NXTDigital” to “NDL Ventures.” Because why be digital when you can be vague?
- RBI NOC (Aug 2025):RBI granted a no-objection certificate for merging Hinduja Leyland Finance into NDL Ventures.
- Merger Ratio (Nov 2025):25 NDL shares for 10 HLFL shares. Appointed date:April 1, 2026.
- Internal Auditor Reappointment:Shah & Modi reappointed on
