**Vani Commercials Limited** is an Indian **Non-Banking Financial Company (NBFC)**, incorporated in **1988** and registered with the **Reserve Bank of India (RBI)** as a **Non-Deposit taking Investment and Credit Company (NBFC-ICC)**. Headquartered in **New Delhi**, the company is currently undergoing a fundamental strategic pivot, transitioning from a traditional lending institution into a diversified, tech-enabled **Fintech** and digital financial services provider. --- ### Strategic Pivot: From Traditional NBFC to Fintech Ecosystem The company is executing a comprehensive overhaul of its business model, evidenced by recent amendments to its **Memorandum of Association (MOA)**. This shift aims to capture the high-growth digital finance market in India through several new verticals: * **Fintech & Digital Payments:** Development of digital wallets, prepaid instruments, and stored value cards. The company is positioning itself as a **Payment Aggregator** and **Payment Gateway** provider, offering **UPI** solutions and merchant acceptance tools. * **Diversified Financial Distribution:** Expanding beyond credit to act as an intermediary for **Insurance** (Corporate Agent/Broker), **Mutual Funds**, **Stocks**, and **Bonds**. * **Asset Management & Stressed Assets:** Strategic entry into the acquisition and management of secured/unsecured debt and **stressed asset portfolios** through securitization or assignment. * **Housing & Infrastructure Finance:** Provision of long-term financing for residential and commercial real estate development. * **Corporate Identity:** Reflecting this transformation, the company received an **RBI No-Objection Certificate (NOC)** in **July 2025** to change its corporate name to better align with its new digital-first direction. --- ### Capital Structure and Massive Equity Infusion To fund its aggressive expansion and stabilize its balance sheet, Vani Commercials is undertaking a significant capital raising exercise. | Metric | Details | | :--- | :--- | | **Authorized Share Capital** | Increased from **₹13.05 Crore** to **₹50.00 Crore** (as of Oct 2025) | | **Preferential Issue Size** | Up to **3,22,41,655 Equity Shares** | | **Issue Price** | **₹12 per share** (Face Value ₹10 + Premium ₹2) | | **Total Capital Raise** | Approximately **₹38.69 Crore** | | **BSE In-principle Approval** | Received on **February 17, 2026** | | **Debt-to-Equity Conversion** | **₹13.67 Crore** of existing loans converted to equity to reduce leverage | This follows a historical growth trajectory where the company increased its paid-up capital from **₹4.12 Crore** to **₹11.74 Crore** in **October 2022**. --- ### Core Lending Operations and Segment Performance The company maintains a diversified lending portfolio across retail, SME, and commercial segments, with a specialized focus on **Electric Vehicle (EV) financing**—a sector the management has been active in since **2016**. **Segmental Breakdown (Ind AS 108):** 1. **Financing:** Personal, vehicle, and property finance. 2. **Securities Trading:** Active trading in shares. As of **September 30, 2025**, the company held a stock of shares valued at **₹36 lakh** and achieved quarterly sales of **₹2.86 crore** in this segment. **Financial Performance Summary:** | Metric (₹ in Lakhs) | FY 2024-25 | FY 2023-24 | FY 2022-23 | | :--- | :--- | :--- | :--- | | **Total Revenue** | **315.41** | **Nil** | **Nil** | | **Operating Profit (EBITDA)** | **175.46** | - | - | | **Net Profit / (Loss)** | **32.58** | **24** | **(29.88)** | | **Earnings Per Share (₹)** | **0.02** | **0.02** | **(0.25)** | **Key Financial Ratios (FY 2024-25):** * **Operating Profit Margin:** **55.63%** * **Net Profit Margin:** **18.57%** * **Return on Net Worth:** **10.22%** * **Debt Equity Ratio:** **3:1** * **Current Ratio:** **2.22:1** --- ### Operational Infrastructure and Governance Vani Commercials is modernizing its physical and digital footprint to support its growth targets, which include a **100% productivity increase** and a minimum **20% profit growth** over FY 2024-25 levels. * **Geographic Expansion:** New branch offices have been established in **Muzaffarnagar (Uttar Pradesh)** and **Bokaro Steel City (Jharkhand)**. * **Digital Transformation:** Implemented new operational software in **March 2024** (3-year license) to facilitate digital lending and automated workflows. * **Governance Framework:** * Constituted a **Risk Management Committee (RMC)** on **September 2, 2024**, in compliance with **RBI Scale-Based Regulation (SBR)**. * Adopted a new **Fair Practice Code (FPC)** in **February 2025**. * Successfully reclassified **8.65%** of shareholding from "Promoter" to **"Public"** category in **September 2025**. * **Leadership:** **Mr. Ajay Kumar Tayal** was appointed as **Whole-Time Director** in **May 2025** for a 3-year term. * **External Compliance:** The company utilizes **M/s. Shailendra Roy and Associates**, a **peer-reviewed** firm of Practicing Company Secretaries, for secretarial audits and regulatory assurance. --- ### Risk Profile and Mitigation Strategies Despite the pivot to profitability, the company operates in a challenging environment characterized by regulatory tightening and economic volatility. **Financial & Statutory Risks:** * **Tax Liabilities:** The company has undisputed tax arrears of **₹3,73,70,590** for **Assessment Year 2019-20** and unpaid **TDS** of **₹3,55,902**. * **Liquidity Constraints:** Historical difficulty in debt servicing led to the **conversion of loans into equity** to preserve cash flows. * **Credit Risk:** A **K-shaped economic recovery** and global instability have prompted a **cautious approach** to fresh financing for new customers to prevent Non-Performing Assets (NPAs). **Operational & External Threats:** * **Cyber Fraud:** The company has faced **identity theft**, where fraudulent websites used the "Vani Commercials" name to steal data. Management has sought **FIRs** and regulatory intervention under the **IT Act, 2000**. * **Regulatory Pressure:** NBFCs now face regulations nearly on par with banks, increasing the cost of compliance and asset classification. * **Subsidiary Rationalization:** The company divested its **51% stake** in **Silverlink Fintech Private Limited** in **February 2025** to streamline operations. **Going Concern Status:** As of **August 2025**, statutory auditors have confirmed there is **no material uncertainty** regarding the company’s ability to meet its liabilities for the upcoming **12-month period**.