Reserve Bank of India (Non-Banking Financial Companies – Peer to Peer Lending Platform) Directions, 2025

RBI/DOR/2025-26/370 DOR.FIN.REC.No.289/03.10.124/2025-26 November 28, 2025

Reserve Bank of India (Non-Banking Financial Companies – Peer to Peer Lending Platform) Directions, 2025

Table of Contents

• Chapter-I - Preliminary
• Chapter-II – Role of Board, Registration and Permissible Activities
• Chapter-III – Prudential Norms
• Chapter-IV – Corporate Governance
• Chapter-V – Miscellaneous Instructions
• Chapter-VI – Repeal and Other Provisions
• Annex I

Introduction

The Reserve Bank of India (the Reserve Bank) issued a Notification No DNBR.045/CGM (CDS)-2017 dated August 24, 2017 in terms of sub-clause (iii) of clause (f) of section 45I of the Reserve Bank of India Act, 1934 and on being satisfied that it is necessary so to do, in exercise of the powers conferred under section 45IA, 45JA, 45L, and 45M of the Reserve Bank of India Act, 1934, and of all the powers enabling it in this behalf, the Reserve Bank hereby issues Reserve Bank of India (Non-Banking Financial Companies – Peer to Peer Lending Platform) Directions, 2025 for compliance of the same by every Non-Banking Financial Company that carries on the business of a Peer to Peer Lending Platform.

Chapter-I - Preliminary

A. Short Title and Commencement

1. These Directions shall be called the Reserve Bank of India (Non-Banking Financial Companies – Peer to Peer Lending Platform) Directions, 2025.
2. These Directions shall come into effect on the day they are placed on the website of the Reserve Bank.

B. Applicability and Scope

3. These Directions shall be applicable to every Non-Banking Financial Company - Peer to Peer Lending Platform (hereinafter collectively referred to as ‘NBFC-P2Ps’ and individually as an ‘NBFC-P2P’) as defined herein and shall provide a framework for the registration and operation of NBFC-P2Ps in India.

C. Applicability of other directions

4. The provisions contained in the following directions, where not contradictory to the contents of these Directions, shall be applicable to an NBFC-P2P:

(1) Reserve Bank of India (Non-Banking Financial Companies - Registration, Exemptions and Framework for Scale Based Regulation) Directions, 2025. (2) Reserve Bank of India (Non-Banking Financial Companies – Prudential Norms on Declaration of Dividends) Directions, 2025. (3) Reserve Bank of India (Non-Banking Financial Companies – Credit Information Reporting) Directions, 2025. (4) Reserve Bank of India (Non-Banking Financial Companies – Financial Statements: Presentation and Disclosures) Directions, 2025 except paragraphs 13 to 15 and paragraph 20. (5) Paragraphs 8 to 13 of Reserve Bank of India (Non-Banking Financial Companies - Governance) Directions, 2025. It may be noted that the provisions of paragraphs 12 and 13 shall be applicable to NBFC-P2P, despite the categorization of NBFC-P2P as NBFCs-BL under SBR Framework. (6) Reserve Bank of India (Non-Banking Financial Companies – Acquisition of Shareholding or Control) Directions, 2025 except paragraphs 6(3) and 6(4). (7) Reserve Bank of India (Non-Banking Financial Companies – Managing Risks in Outsourcing) Directions, 2025. (8) Paragraphs 98 to 100 of Reserve Bank of India (Non-Banking Financial Companies – Responsible Business Conduct) Directions, 2025. (9) Paragraphs 6, 7, 14, 15, 25, and 26 of the Reserve Bank of India (Non-Banking Financial Companies – Miscellaneous) Directions, 2025. (10) Reserve Bank of India (Non-Banking Financial Companies - Voluntary Amalgamation) Directions, 2025. (11) Reserve Bank of India (Non-Banking Financial Companies – Know Your Customer) Directions, 2025.

5. Notwithstanding the above, the instructions contained in these Directions shall be applicable to an NBFC-P2P in addition and not in substitution to the other relevant instructions contained in the directions mentioned in paragraph 4 above.

D. Regulatory Structure under Scale Based Regulation for NBFCs

6. An NBFC-P2P shall always remain in the Base Layer of the regulatory structure specified in Reserve Bank of India (Non-Banking Financial Companies – Registration, Exemptions and Framework for Scale Based Regulation) Directions, 2025.

E. Definitions

7. In these Directions, unless the context otherwise requires, the terms used herein shall bear the meanings assigned to them below —

(1) “Company” means a company as defined in clause (20) of section 2 of the Companies Act, 2013; (2) “Leverage Ratio” means the Total Outside Liabilities divided by Owned Funds, of the NBFC-P2P. (3) “Non-Performing Asset” (NPA) means a loan where interest and / or installment of principal remain overdue for a period of more than 90 days. (4) “Participant” means a person who has entered into an arrangement with an NBFC-P2P to lend on it or to avail of loan facilitation services provided by it;

Explanation: ‘Person’ shall include an individual, a body of individuals, a HUF, a firm, a society, or any artificial body, whether incorporated or not.

(5) “Peer to Peer Lending Platform” means an intermediary providing the services of loan facilitation via online medium or otherwise, to the participants as defined at sub-paragraph (4) above; (6) “Non-banking financial company - Peer to Peer Lending Platform” (NBFC-P2P) means a non-banking institution which carries on the business of a Peer to Peer Lending Platform.

Explanation: It is clarified that the electronic Platforms, serving as Direct Service Agents (DSA)/ Business Correspondents for banks and/ or NBFCs, that assist only banks, NBFCs and other regulated All India Financial Institutions (AIFIs) to identify borrowers are not to be treated as P2P platforms. However, in cases where, apart from banks or NBFCs or AIFIs, other retail lenders use the platform for lending, the platform will have to register separately as an NBFC-P2P. It is further clarified that an existing NBFC cannot operate as an NBFC-P2P.

8. Words or expressions used in these Directions but not defined herein and defined in the Reserve Bank of India Act, 1934 or in the Companies Act, 2013 shall have the same meaning as assigned to them under those Acts.

Chapter-II – Role of Board of Directors, Registration and Permissible Activities

A. Role of Board of Directors

9. The NBFC-P2P shall put in place Board approved policies and establish periodic review mechanisms to ensure sound processes and systems. An illustrative list of such policies, to be approved by the Board or its Committee(s), is provided below. The specific aspects to be addressed in these policies are detailed in the relevant paragraphs of these Directions.

(1) Operational Guidelines: (i) Setting out the eligibility criteria for participants on it, (ii) determining the pricing of services provided by it, and (iii) setting out the rules for matching / mapping lenders with borrowers in an equitable and non-discriminatory manner. (2) Fair Practices Code. (3) Participant Grievance Redressal Mechanism. (4) Business Continuity Plan: Safekeeping of information and documents and servicing of loans for full tenure in case of closure of platform. (5) ‘Fit and Proper’ criteria for directors.

10. An illustrative list of reviews to be carried out by the Board or its Committee(s) is provided below. The specific aspects to be addressed in these reviews are detailed in the relevant paragraphs of these Directions.

(1) Compliance of the Fair Practices Code. (2) Functioning of the grievance redressal mechanism at various levels of management.

B. Registration

B.1 Eligibility Criteria

11. No non-banking institution other than a company shall undertake the business of Peer to Peer Lending Platform.
12. No NBFC-P2P shall commence or carry on the business of a Peer to Peer Lending Platform without obtaining a Certificate of Registration (CoR) from the Reserve Bank.
13. Every company seeking registration with the Reserve Bank as an NBFC-P2P shall have a net owned fund of not less than rupees two crore or such higher amount as the Reserve Bank may specify.