Understanding the Valuation Link: HLF and NDL Ventures
Saxena Varun 4 min read 28 Nov 2025Investors looking to estimate a fair value for Hinduja Leyland Finance (HLF) shares in the unlisted market can effectively use NDL Ventures’ current market price as a benchmark. HLF’s valuation, post its merger with NDL Ventures, hinges critically on NDL’s listed stock price, making it imperative for investors in the secondary market of HLF to track NDL’s price movements for their valuation decisions.
HLF and NDL Ventures are undergoing a merger where the conversion ratio is set such that 1 HLF share converts into 2.5 NDL Ventures shares. NDL Ventures’ current share price is approximately ₹98.1 in the listed market. This conversion ratio means the fair value of HLF can be estimated by multiplying NDL Ventures’ share price by 2.5.
Based on the latest NDL Ventures price, HLF’s fair value in the unlisted market stands near ₹245.25. However, HLF is reportedly trading at around ₹265 in unlisted markets, indicating a premium of about 7.5% over its merger-based fair value. This premium reflects market inefficiencies, demand-supply dynamics in the unlisted segment, and investor sentiment.
HLF’s book value per share is ₹160, and the fair value based on NDL prices results in a price-to-book ratio (P/B) of approximately 1.53x, which is reasonable given the financial health and sector context of HLF.
Why Does a Premium Exist in the Unlisted Market?
Several factors cause HLF’s price to command a premium over the exact merger conversion math:
- Market Inefficiencies: Unlisted markets are less liquid and less transparent, leading to valuation premiums based on perceived scarcity or investor demand.
- Growth Expectations: Investors might price in expected synergies and growth potential from the merger.
- Regulatory Approvals: Pending SEBI and other regulatory approvals add uncertainty; thus, investors are willing to pay to gain early access.
- Risk Factor Premium: If investors perceive uncertainty regarding the timeline or success of the merger, they may accept paying a premium anticipating higher future returns.
Quick Competitor Comparison: Herbalife Ltd. (HLF) vs. Prestige Consumer Healthcare
Although the ticker HLF is used here for Hinduja Leyland Finance unlisted shares, it is essential to clarify for investors that Herbalife Ltd. (HLF) on NYSE is a publicly listed global nutrition company with notable competitors in the consumer products space.
| Aspect | Herbalife Ltd. (HLF) | Prestige Consumer Healthcare (PBH) |
| Revenue | $4.99 Billion | $1.14 Billion |
| Price/Earnings Ratio (P/E) | 2.63 | 14.62 |
| Net Margin | 6.59% | 19.02% |
| Return on Equity (ROE) | -27.36% | 12.69% |
| Stock Volatility (Beta) | Moderate | Low |
| Analyst Rating Score | 2.60 (Moderate Buy) | 2.43 (Moderate Buy) |
Herbalife trades at a lower P/E ratio, indicating affordability, but it shows weaker profitability and ROE compared to Prestige Consumer Healthcare, which implies a more stable profit model and better operational efficiency. Investors should weigh such fundamentals carefully alongside valuation multiples when assessing these listed competitors.
Key Drivers Affecting HLF’s Unlisted Market Valuation
- Merger Progress: Completion and integration success of the Hinduja Leyland Finance and NDL Ventures merger.
- NDL Ventures Market Performance: Any fluctuation in NDL Ventures’ price directly impacts HLF’s fair valuation.
- Regulatory Environment: Timely SEBI approval and other compliance factors.
- Asset Quality and Growth: The health of HLF’s loan book, AUM growth, and profitability trajectory.
- Interest Rate Trends: NBFC valuations are interest rate sensitive; rising rates might compress valuations.
Investors should continuously monitor these variables as they shape the premium or discount HLF commands relative to the theoretical merger-based price.
Read More : MSEI’s ₹1,240 Crore Fundraise
Final words:
For investors looking to benefit from the evolving merger and valuation trends, understanding the interplay between HLF’s unlisted price and NDL Ventures’ listed price is crucial. This approach helps in making informed decisions backed by solid valuation math and market insights.
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Faqs:
- How is HLF’s fair value calculated based on NDL Ventures’ stock?
By multiplying NDL Ventures’ market price by the conversion ratio of 2.5 shares per HLF share.
- Why is HLF trading at a premium over its calculated fair value?
Due to market inefficiencies, investor demand, and growth expectations in the unlisted market.
- What is the conversion ratio for HLF to NDL Ventures?
1 share of HLF converts into 2.5 shares of NDL Ventures.
- How does NDL Ventures’ current price affect HLF’s valuation?
HLF’s valuation moves in tandem with NDL’s price as per merger terms.
- What is the price-to-book ratio of HLF at the current unlisted price?
Approximately 1.53x based on a ₹160 book value and ₹245 fair value.
- What risks should investors consider in HLF’s valuation?
Merger completion risks, regulatory delays, market volatility, and liquidity.
- Is there a margin of safety in buying HLF in the unlisted market?
Yes, buying at ₹220-230 offers a margin below fair value for cautious investors.
- How does HLF compare with competitors like Herbalife Ltd. in the listed segment?
They operate in different sectors but comparing P/E and profit margins offers context on valuation appeal.
- How frequently should investors track NDL Ventures price for HLF valuation?
Regularly, especially during merger progress and market volatility phases.
- What should investors do if NDL Ventures price fluctuates sharply?
Recalculate HLF’s fair value accordingly and reassess their investment stance.