N.B.I. Industrial Finance Company Limited is a long-standing **Non-Banking Financial Company (NBFC)** registered with the **Reserve Bank of India (RBI)** under Section **45-IA** of the RBI Act, 1934 (Registration No. **05.00252**). Established in **1936** and headquartered in **Kolkata**, the company serves as a strategic investment vehicle focused on long-term value creation through a diversified portfolio of securities and financial services. ### Strategic Consolidation: The WICCL Amalgamation The company recently completed a transformative corporate restructuring through the amalgamation of **Western India Commercial Company Limited (WICCL)**. This merger, effective **December 18, 2024** (with an appointed date of **April 1, 2022**), was executed via the **Pooling of Interest Method** under **Ind AS 103**. **Key Amalgamation Metrics:** | Feature | Details | | :--- | :--- | | **Transferor Entity** | Western India Commercial Company Limited (**WICCL**) | | **Share Exchange Ratio** | **94** equity shares of N.B.I. (FV **₹5**) for every **3** shares of WICCL (FV **₹100**) | | **New Shares Allotted** | **4,98,044** equity shares | | **Record Date** | **January 29, 2025** | **Strategic Rationale:** * **Capital & Borrowing Strength:** Strengthening the **capital base** to enhance future borrowing capacity and operational scale. * **Operational Synergies:** Achieving **economies of scale** by integrating similar functions and reducing the administrative burden of multiple legal and regulatory compliances. * **Shareholder Liquidity:** Providing WICCL shareholders access to a more liquid platform via the **National Stock Exchange (NSE)**, replacing their previous listing on the Calcutta Stock Exchange (CSE). ### Core Investment & Financial Operations The company operates exclusively within a **single reportable segment**: **Non-Banking Financial Activity**. Its business prospects are intrinsically linked to the performance of its investee companies and the broader capital markets. * **Investment Portfolio:** Acquiring and holding shares, stocks, debentures, bonds, and government securities. The company prioritizes **medium-to-long-term appreciation** and **easy liquidity**. * **Lending & Underwriting:** Engaging in lending, advancing money, and subscribing to security issues. As an NBFC, the company is exempt from Section **186** of the Companies Act, 2013, regarding loans and guarantees. * **Associate Holdings:** Following the merger, **Shree Cement Marketing Limited (SCML)** became an associate company, with N.B.I. holding a **36.00%** equity stake. SCML is a key player in cement marketing across India. ### Future Diversification: Expanded Business Objects In **January and March 2026**, the company amended its **Memorandum of Association (MoA)** to significantly broaden its potential operational footprint. While currently focused on finance, the company has positioned itself to pivot into: * **Trading & Distribution:** Acting as importers/exporters of commodities including **pulses, grains, tea, coffee, bullion, and textiles**. * **Manufacturing:** Potential entry into **paper, chemicals, petrochemicals, and synthetic fabrics**. * **Real Estate:** Powers to acquire, develop, and maintain **land, office buildings, and residential complexes**. * **Agency Services:** Acting as marketing, clearing, forwarding, and insurance agents. ### Financial Performance & Capital Structure The company maintains a policy of optimizing its gearing ratio to support expansion while ensuring consistent shareholder returns. **Standalone Financial Summary:** | Metric | FY 2024-25 (₹ in Lac) | FY 2023-24 (₹ in Lac) | | :--- | :--- | :--- | | **Total Income** | **1,399.03** | **1,708.95** | | **Profit Before Tax (PBT)** | **1,085.61** | **1,463.03** | | **Profit After Tax (PAT)** | **848.50** | **1,105.05** | | **Consolidated PAT** | **848.42** | - | **Capital & Reserves:** * **Authorised Share Capital:** **₹10.35 crore** (**2.07 crore** shares at **₹5/-** each). * **Paid-up Equity Capital:** **₹147.74 Lac** (as of March 31, 2025). * **Statutory Reserve:** In compliance with **Section 45-IC of the RBI Act**, the company transfers **20%** of its annual net profit to a statutory reserve fund. * **Dividend Track Record:** * **FY 2024-25:** **₹0.50 (10%)** per share. * **FY 2023-24:** **₹0.50 (10%)** per share. * **FY 2022-23:** **₹0.40 (8%)** per share. ### Governance & Leadership The company is governed by an **eight-member Board**, including **four Independent Directors** and **two women directors**. * **Key Appointments:** * **Mr. Hari Mohan Bangur:** Appointed as Non-Executive, Non-Independent Director in **January 2026** (Promoter, **2.65%** stake). * **Mr. S. P. Kumar:** Re-appointed as **Manager & CFO** for two years effective **September 27, 2024**. * **Ms. Priyanka Mohta:** Re-appointed as Independent Director until **August 28, 2030**. * **Shareholding & Listing:** Shares are listed on the **NSE**. As of March 31, 2025, **82.35%** of the total equity (**29,54,850 shares**) was held in dematerialized form. ### Risk Management & Regulatory Landscape The company’s performance is sensitive to market volatility and macroeconomic shifts. Oversight is provided by a **Risk Management Committee (RMC)** and an **Asset Liability Committee (ALCO)**. **Risk Matrix:** * **Market & Liquidity Risk:** Vulnerability to daily price fluctuations and the ability to realize the true price of financial assets. This is managed through a **well-diversified portfolio** and expert market monitoring. * **Interest Rate & Credit Risk:** Impact of rate changes on debt instruments and the potential for counterparty default. * **Inflationary Risk:** The company targets securities providing returns exceeding the inflation rate to protect purchasing power. **Legal & Regulatory Status:** | Issue | Description | Status | | :--- | :--- | :--- | | **SEBI Compliance** | Delayed **LODR** compliance. | Fine paid; appeal filed in **SAT**. | | **Income Tax (143(3))** | Demand of **₹15,84,470**. | Appeal pending before **CIT (A)**. | | **Income Tax (270A)** | Penalty of **₹14,80,275**. | Appeal pending; partial adjustment made. | | **RBI Control** | Acquisition/Transfer of Control application. | Filed **July 17, 2023**; ongoing process. | The company does not accept **public deposits** and maintains an **unmodified audit opinion** for its financial results.