Goenka Business & Finance Limited (**GBFL**) is an Indian financial services firm registered with the **Reserve Bank of India (RBI)** as a **Non-Banking Financial Company (NBFC)**. Classified as a **non-deposit taking** entity (RBI CIC No: **05.00614**), the company specializes in credit delivery to the underbanked segments of the economy, with a strategic focus on **MSMEs** and retail credit demand. ### Corporate Structure and Listing Information GBFL operates through a centralized management structure with its registered office in **Kolkata** and its primary corporate headquarters in **Ahmedabad, Gujarat**. The company maintains a broad presence across Indian capital markets through multiple exchange listings. | Feature | Detail | | :--- | :--- | | **BSE Scrip Code** | **538787** | | **MSEI Symbol** | **GBFL** | | **CSE Code** | **17407** | | **Subsidiaries/JVs** | **None** (as of March 31, 2025) | | **Regulatory Framework** | **RBI Scale-Based Regulation (SBR)** | | **Accounting Standards** | **Ind AS** (Section 133 of the Companies Act) | --- ### Core Business Segments & Operational Mandate The company manages its operations as a **single reportable segment** focused on financial services. Its business model is bifurcated into two primary revenue-generating activities: * **Lending Services:** Provision of **secured and unsecured loans** and advances. The company leverages digital lending platforms to compete with both traditional banks and emerging fintech players. * **Investment Portfolio Management:** Active participation in financial markets to manage liquidity and generate returns. This includes investments in: * **Equity and Debt instruments** * **Government Securities (G-Secs)** * **Perpetual and Redeemable Debentures** * **Bonds and Certificates** * **Derivatives** (utilized for portfolio management) --- ### Financial Performance & Capital Management GBFL has transitioned from a high-growth phase in **FY 2022-23** to a period of consolidation and rising capital costs. While operational profitability remains intact, the bottom line has been pressured by macroeconomic factors. #### **Comparative Financial Summary** | Particulars (Standalone) | FY 2024-25 (₹ in Lakhs) | FY 2023-24 (₹ in Lakhs) | FY 2022-23 (₹ in Lakhs) | | :--- | :--- | :--- | :--- | | **Total Income** | **7,811.01** | **8,596.07** | **24,883.00** | | **Revenue from Operations**| **7,502.71** | - | - | | **PBITDA** | **1,641.63** | **1,458.95** | - | | **Finance Costs** | **1,690.31** | **1,118.29** | - | | **Profit / (Loss) Before Tax** | **(48.68)** | **340.66** | **14.46** | | **Net Profit / (Loss)** | **(Loss)** | **233.00** | **14.46** | #### **Capital Reserves & Liquidity** * **Statutory Reserve:** Maintained strictly in accordance with **Section 45-IC(1) of the RBI Act, 1934**. * **Securities Premium:** Utilized strategically for the issuance of **fully paid-up bonus shares**. * **Retained Earnings:** Comprises cumulative profits and re-measurement of defined benefit plans; these are treated as **free reserves** when positive. * **Cost of Funds:** The company noted a **51% year-on-year increase** in **Finance Costs** in FY25, which was the primary driver for the marginal net loss. --- ### Governance Framework & Leadership Continuity The company emphasizes a balanced board to ensure regulatory compliance and strategic oversight. * **Board Composition:** Comprises **5 Directors**, including **2 Executive Directors** and **3 Non-Executive & Independent Directors**. The board includes **one Woman Director**, meeting statutory diversity requirements. * **Leadership Stability:** GBFL is currently executing a strategy of leadership retention. Key Independent Directors **Mr. Darshil Hemendrakumar Shah** and **Mr. Nigambhai Govindbhai Sathavara** have been re-appointed for a **second 5-year term** (effective **January 1, 2026, to December 31, 2030**). * **Audit & Controls:** A **dual-layer concurrent audit** system is in place, utilizing both an in-house team and an external outsourced firm to safeguard assets and ensure policy adherence. --- ### Strategic Roadmap & Market Positioning GBFL’s strategy is centered on navigating the evolving digital financial ecosystem in India while maintaining a disciplined risk profile. * **Credit Expansion:** Targeting the **MSME** sector through formal credit channels and digital integration. * **Risk Mitigation:** Adherence to **prudential norms** for asset quality and a conservative approach to loan book exposure. * **Operational Efficiency:** Centralizing decision-making at the **Ahmedabad corporate office** to streamline administrative costs. * **Shareholder Engagement:** Utilizing **Postal Ballots** (scrutinized by **M/s Aanal Satyawadi & Co.**) to ensure transparent participation in governance milestones. --- ### Risk Profile & Regulatory Challenges Management is currently addressing several critical legal and operational risks that could impact the company’s standing. #### **1. Regulatory Inquiry** The company is currently subject to a formal inquiry by the **Registrar of Companies (RoC)** under **Section 206 of the Companies Act, 2013**. * **Status:** Inspection of books and records is ongoing. * **Financial Impact:** As of **September 2025**, **no financial provisions** have been made, as management believes there is no immediate impact on the financial position. However, the **outcome remains uncertain**. #### **2. Fraudulent Brand Misuse** In **February 2025**, GBFL identified a sophisticated fraud scheme in **Tamil Nadu** where unauthorized individuals used the company’s name in newspaper advertisements to offer fake loans and solicit illegal fees. * **Response:** The company has filed formal complaints with authorities and issued cautionary notices to the **BSE, MCX, and CSE** to protect its reputation and the public. #### **3. Market & Operational Risks** | Risk Category | Exposure / Status | | :--- | :--- | | **Commodity Risk** | **Nil**; no exposure to physical commodities or hedging. | | **Contingent Liabilities**| **Nil** (as of March 31, 2025). | | **Regulatory Scrutiny** | **High**; active monitoring of SEBI (LODR) Regulation 30 compliance. | | **Asset Quality** | Focus on improving loan book quality to offset rising **Finance Costs**. |