Reserve Bank of India (Core Investment Companies) Directions, 2025 · RBI/DOR/2025-26/367

RBI/DOR/2025-26/367 DOR.FIN.REC.No.297/03-10-119/2025-26 November 28, 2025 Previous Versions Reserve Bank of India (Core Investment Companies) Directions, 2025 (Updated as on March 10, 2026)

Table of Contents

• Chapter-I – Preliminary
• Chapter-II – Role of Board of Directors and Registration
• Chapter-III – Capital Requirements
• Chapter-IV – Prudential Regulations
• Chapter-V – Shareholding and Corporate Governance
• Chapter-VI – Corporate Governance and Disclosure requirements
• Chapter-VII – Risk Management
• Chapter-VIII - Overseas Investment
• Chapter-IX – Miscellaneous Instructions
• Chapter-X – Reporting Requirements
• Chapter-XI – Repeal and Other Provisions
• Annex I - Additional Disclosure Requirements

In exercise of the powers conferred by sections 45JA, 45L and 45M of the Reserve Bank of India Act, 1934 (2 of 1934), and of all the powers enabling it in this behalf, the Reserve Bank having considered that it is necessary and expedient in the public interest and being satisfied that for the purpose of enabling it to regulate the credit system to the advantage of the country so to do, hereby issues to every Core Investment Company (CIC), the Reserve Bank of India (Core Investment Companies) Directions, 2025 (the Directions) hereinafter specified for compliance of the same by every CIC.

Chapter-I – Preliminary

A. Short Title and Commencement

1. These Directions shall be called the Reserve Bank of India (Core Investment Companies) Directions, 2025.
2. These directions shall come into effect on the day they are placed on the website of the Reserve Bank.

B. Applicability

3. These directions shall be applicable to every Core Investment Company (hereinafter collectively referred to as ‘CICs’ and individually as a ‘CIC’), that is to say, a non-banking financial company carrying on the business of acquisition of shares and securities, and which satisfies the following conditions as on the date of the last audited balance sheet: (1) it holds not less than 90 percent of its net assets in the form of investment in equity shares, preference shares, bonds, debentures, debt or loans in group companies; (2) its investments in the equity shares (including instruments compulsorily convertible into equity shares within a period not exceeding 10 years from the date of issue) in group companies and units of Infrastructure Investment Trusts (InvITs) only as sponsor constitute not less than 60 percent of its net assets as mentioned in paragraph 11(17) below; (3) Provided that the exposure of such CICs towards InvITs shall be limited to their holdings as sponsors and shall not, at any point in time, exceed the minimum holding of units and tenor prescribed in this regard by SEBI (Infrastructure Investment Trusts) Regulations, 2014, as amended from time to time. It does not trade in its investments in shares, bonds, debentures, debt or loans in group companies except through block sale for the purpose of dilution or disinvestment; (4) It does not carry on any other financial activity referred to in Section 45I(c) and 45I (f) of the Reserve Bank of India Act, 1934 except (i) investment in (a) bank deposits, (b) money market instruments, including money market mutual funds that make investments in debt/money market instruments with a maturity of up to 1 year. (c) government securities, and (d) bonds or debentures issued by group companies, (ii) granting of loans to group companies and (iii) issuing guarantees on behalf of group companies.

Note: (1) 10 per cent of net assets of CIC shall include real estate or other fixed assets which are required for its effective functioning but shall not include other financial investments/loans in non-group companies. (2) All direct investments in group companies, as appearing in the CICs balance sheet will be taken into account for computing 90 percent of net assets. Investments made by subsidiaries in step down subsidiaries or other entities will not be taken into account for this purpose. (3) In the context of the Master Direction, a block sale would be a long term or strategic sale made for purposes of disinvestment or investment and not for short term trading. (4) Activities such as trading or rendering services to the group companies are not restricted for CICs, provided such activities are carried out purely in the nature of a non-financial activity, and they do not lead the CIC to carry on any other financial activity not permitted under the extant instructions within the group or on behalf of the group entities. Such activities should not ultimately render creation of any financial asset which the CICs are not permitted to hold within / outside the group. Further, CICs cannot enter into commodity derivative contracts or hold any non-financial assets other than real estate or other fixed assets which are required for effective functioning of the CIC outside the group within the limit of 10 per cent of net assets.

4. These directions shall not be applicable to a CIC which is an ‘Unregistered CIC’ as defined at paragraphs 16 and 17 of these directions.
5. The Reserve Bank may, if it considers it necessary for avoiding any hardship for any other just and sufficient reason, grant extension of time to comply with or exempt any CIC from all or any of the provisions of these Directions either generally or for any specified period, subject to such conditions as the Reserve Bank may impose.
6. These Directions consolidate the regulations as issued by Department of Regulation, Reserve Bank of India. However, any other Directions/guidelines issued by any other Department of the Bank, as applicable to a CIC shall be adhered to, by it.

C. Applicability of other directions

7. The guidelines given in the following Directions, where not contradictory to these Directions, shall also be applicable to the Core Investment Companies, based on the layer in which it is categorised.

(1) Reserve Bank of India (Non-Banking Financial Companies – Registration, Exemptions and Framework for Scale Based Regulation) Directions, 2025. (2) Paragraphs 13 to 15 of Reserve Bank of India (Non-Banking Financial Companies - Branch Authorisation) Directions, 2025. (3) Paragraphs 7 to 14, 20 to 22 and 34 to 39 of Reserve Bank of India (Non-Banking Financial Companies – Undertaking of Financial Services) Directions, 2025. (4) Reserve Bank of India (Non-Banking Financial Companies – Acquisition of Shareholding or Control) Directions, 2025 except paragraph 6(3) and 6(4). (5) Reserve Bank of India (Non-Banking Financial Companies - Governance) Directions. (6) Paragraphs 15, 16 and 54 of Reserve Bank of India (Non-Banking Financial Companies – Prudential Norms on Capital Adequacy) Directions, 2025. (7) Reserve Bank of India (Non-Banking Financial Companies – Income Recognition, Asset Classification and Provisioning) Directions, 2025.

Note: For ample clarity, it is clarified that the instructions contained in these Directions shall prevail in the event of conflict, if any, with these Directions.

(8) Paragraphs 105, 106 and 107 of Reserve Bank of India (Non-Banking Financial Companies – Credit Facilities) Directions, 2025. (9) Reserve Bank of India (Non-Banking Financial Companies – Treatment of Wilful Defaulters and Large Defaulters) Directions, 2025. (10) Reserve Bank of India (Non-Banking Financial Companies – Classification, Valuation and Operation of Investment Portfolio) Directions, 2025. (11) Reserve Bank of India (Non-Banking Financial Companies – Asset Liability Management) Directions, 2025 except provisions contained in Chapter III. (12) Reserve Bank of India (Non-Banking Financial Companies – Managing Risks in Outsourcing) Directions, 2025. (13) Reserve Bank of India (Non-Banking Financial Companies – Financial Statements: Presentation and Disclosures) Directions, 2025.

Note: For ample clarity, it is clarified that the instructions contained in these Directions shall prevail in the event of conflict, if any, with these Directions.