RBI master-direction RBI/DOR/2025-26/373 · 28 Nov 2025
Official title
Reserve Bank of India (Non-Banking Financial Companies – Miscellaneous) Directions, 2025 (Updated as on February 26, 2026)
Summary
Check the official recordThe Reserve Bank of India (RBI) consolidates miscellaneous regulatory instructions for Non-Banking Financial Companies (NBFCs) into a single framework. These directions apply to various NBFC categories, including Base Layer and Middle Layer entities, Infrastructure Debt Funds, and Factors. The rules cover operational requirements such as reporting changes in address or auditors, private placement of non-convertible debentures, and technical specifications for the Account Aggregator ecosystem. NBFCs must not act as partners in partnership firms or Limited Liability Partnerships. The directions also mandate the use of electronic payment systems, prohibit the acceptance of fresh post-dated cheques, and provide specific guidelines for factoring business and Infrastructure Debt Funds. These directions replace previous miscellaneous instructions while preserving ongoing legal proceedings or obligations initiated under prior rules.
What you must do
Key dates
Who is affected
Thresholds
Exceptions
If you do not comply
RBI/DOR/2025-26/373 DOR.FIN.REC.No.292/03-10-119/2025-26 November 28, 2025
Previous Versions
Reserve Bank of India (Non-Banking Financial Companies – Miscellaneous) Directions, 2025 (Updated as on February 26, 2026)
Table of Contents
Chapter-I - Preliminary
Chapter-II – Miscellaneous instructions applicable to NBFCs in Base Layer
Chapter-III – Miscellaneous Instructions applicable to NBFCs in Middle Layer
Chapter-IV – Specific directions applicable to NBFC-Factors and NBFC-ICCs registered under the Factor Regulation Act, 2011
Chapter-V – Specific directions applicable to Infrastructure Debt Funds – Non-Banking Financial Company (IDF-NBFCs)
Chapter-VI – Repeal and Other Provisions
In exercise of the powers conferred under sections 45JA, 45K, 45L and 45M of the Reserve Bank of India Act, 1934 (Act 2 of 1934), section 3 read with section 31A and section 6 of the Factoring Regulation Act, 2011 (Act 12 of 2012), and Sections 30, 30A, 32 and 33 of the National Housing Bank Act, 1987 (Act 53 of 1987), and of all powers enabling it in this behalf, the Reserve Bank having considered it necessary in the public interest, and being satisfied that, for the purpose of enabling the Reserve Bank to regulate the financial system to the advantage of the country and to prevent the affairs of any Non-Banking Financial Company (NBFC) from being conducted in a manner detrimental to the interest of investors and depositors or in any manner prejudicial to the interest of such NBFCs, hereby issues the Directions hereinafter specified.
Chapter-I Preliminary
A. Short Title and Commencement
These Directions shall be called the Reserve Bank of India (Non-Banking Financial Companies – Miscellaneous) Directions, 2025.
These Directions shall come into effect on the day they are placed on the website of the Reserve Bank.
B. Applicability
(1) These Directions shall be applicable to the following Non-Banking Financial Companies (hereinafter collectively referred to as ‘NBFCs’ and individually as ‘an NBFC’), subject to layer-wise applicability, unless stated otherwise:
(i) NBFCs classified under the Base Layer (NBFC-BL) shall be required to comply with the provisions of Chapter II and NBFCs in the Middle Layer (NBFC-ML) or above layers shall comply with Chapters II and III, unless stated otherwise.
(ii) The provisions given in Chapter II and III shall apply to the following, subject to layer-wise applicability, unless specified otherwise:
(a) NBFC-D registered with the RBI under the provisions of the RBI Act, 1934;
(b) NBFC-ICC registered with the RBI under the provisions of the RBI Act, 1934;
(c) NBFC-Factor registered with the RBI under the provisions of the Factoring Regulation Act, 2011;
(d) NBFC-MFI registered with the RBI under the provisions of the RBI Act, 1934;
(e) NBFC-IFC registered with the RBI under the provisions of the RBI Act, 1934;
(f) IDF-NBFC registered with the RBI under the provisions of the RBI Act, 1934.
(iii) The provisions contained in paragraphs 6 to 22 and paragraphs 24 to 27, shall be applicable to HFC registered with the RBI under the provisions of the NHB Act, 1987.
(iv) The provisions contained in paragraphs 6, 7, 14, 15, 25 and 26 shall be applicable to MGC registered with RBI under the scheme of Registration of Mortgage Guarantee Companies.
(v) The provisions contained in paragraphs 6, 7, 8, 14, 15, 25 and 26 shall be applicable to SPD registered with the RBI as NBFC under the provisions of the RBI Act, 1934.
(vi) The provisions contained in paragraphs 6, 7, 14, 15, 25 and 26 shall be applicable to NBFC-P2P registered with the RBI under the provisions of the RBI Act, 1934.
(vii) The provisions contained in paragraphs 6, 7, 25 and 26 shall be applicable to NBFC-AA registered with the RBI under the provisions of the RBI Act, 1934.
(viii) The provisions contained in paragraphs 6, 7, 9 to 20, and 25 to 27, shall be applicable to CIC registered with the RBI under the provisions of the RBI Act, 1934.
(ix) The provisions contained in Chapter IV shall be applicable to NBFC-Factor registered with the RBI under the provisions of the Factoring Regulation Act, 2011 and NBFC-ICC registered with the RBI under the provisions of the Factoring Regulation Act, 2011.
(x) The provisions contained in Chapter V shall be applicable to IDF-NBFC registered with the RBI under the provisions of the RBI Act, 1934.
(2) These Directions are not applicable to the following:
(i) NOFHC registered with the RBI as NBFC under the provisions of the RBI Act, 1934.
Note: The applicability under these Directions is in line with the regulatory structure for NBFCs as set out in Reserve Bank of India (Non-Banking Financial Companies – Registration, Exemptions and Framework for Scale Based Regulation) Directions, 2025.
C. Definitions
In this Chapter, unless the context otherwise requires, the terms herein shall bear the meanings assigned to them and as defined in the Reserve Bank of India (Non-Banking Financial Companies – Registration, Exemptions and Framework for Scale Based Regulation) Directions, 2025.
The words or expressions used in these Directions but not defined herein and defined in the Reserve Bank of India Act, 1934 (Act 2 of 1934), or the Banking Regulation Act, 1949 (Act 10 of 1949) shall have the same meaning as assigned to them under the said Acts. Any other words or expressions not defined in the said Acts shall have the same meaning as assigned to them in the Companies Act, 1956 or Companies Act, 2013.
Chapter-II Miscellaneous instructions applicable to NBFCs in Base Layer
A. Information with respect to change of address, auditors, etc., to be submitted
NBFCs shall communicate, not later than one month from the occurrence of any change in the complete postal address, telephone number/s and fax number/s of the registered/ corporate office to the Regional Office of the Department of Supervision of the Reserve Bank under whose jurisdiction it is registered and to the Department of Regulation, Central Office, Reserve Bank.
NBFCs shall communicate, not later than one month from the occurrence of any change in:
(1) the names and residential addresses of the directors of the company;
(2) the names and the official designations of its principal officers;
(3) the names and office address of the auditors of the company; and
(4) the specimen signatures of the officers authorised to sign on behalf of the company.
to the Regional Office of the Department of Supervision of the Reserve Bank under whose jurisdiction it is registered.
B. Appointment of Statutory Central Auditors/Statutory Auditors
C. Raising Money through Private Placement by NBFCs
C.1 Guidelines on Private Placement of NCDs (maturity more than one year) by NBFCs
NBFCs shall put in place a Board approved policy for resource planning which, inter-alia, shall cover the planning horizon and the periodicity of private placement.
The issues shall be governed by the following instructions:
