RBI master-direction RBI/DOR/2025-26/339 · 28 Nov 2025
Official title
Reserve Bank of India (Non-Banking Financial Companies – Registration, Exemptions and Framework for Scale Based Regulation) Directions, 2025 (Updated as on July 01, 2026)
Summary
Check the official recordThe Reserve Bank of India establishes a regulatory framework for Non-Banking Financial Companies (NBFCs) based on size, activity, and risk. The framework classifies NBFCs into four layers: Base, Middle, Upper, and Top. It mandates specific Net Owned Fund requirements for different NBFC categories, with a glide path for existing entities to reach ₹10 crore by March 31, 2027. The directions define criteria for registration and provide exemptions for specific entities, including those not availing public funds and lacking customer interface. NBFCs must adhere to reporting requirements and maintain compliance with prudential norms. These directions supersede previous instructions on registration and scale-based regulation. NBFCs must ensure compliance with all applicable provisions of the Reserve Bank of India Act, 1934.
What you must do
Key dates
Who is affected
Thresholds
Exceptions
If you do not comply
RBI/DOR/2025-26/339
DOR.FIN.REC.No.258/03.10.119/2025-26
November 28, 2025
Previous Versions
Reserve Bank of India (Non-Banking Financial Companies – Registration, Exemptions and Framework for Scale Based Regulation) Directions, 2025 (Updated as on July 01, 2026)
In exercise of the powers conferred under sections 45JA, 45K, 45L,45M and 45NC 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 Reserve Bank of India (Non-Banking Financial Companies – Registration, Exemptions and Framework for Scale Based Regulation) Directions, 2025 (the Directions) hereinafter specified to every NBFC.
The applicability of these Directions is as follows: (1) The provisions contained in Chapter-IV shall be applicable to specified NBFCs / Non-Banking Institutions / Non-Banking Financial Institutions as referred under Chapter IIIB of RBI Act, 1934. (2) The provisions contained in these Directions shall be applicable to all Non-Banking Financial Companies (NBFCs) registered with the Reserve Bank, unless specified otherwise, as per their classification into different layers as per regulatory structure under framework for Scale Based Regulation (SBR). (3) These Directions shall apply to an NBFC being a Government company as defined under clause (45) of section 2 of the Companies Act, 2013 (Act 18 of 2013), subject to its classification into different layers as per regulatory structure under SBR Framework.
The categories of NBFCs, mentioned below, shall also be subject to the regulations prescribed in the specified Master Directions:
(i) The provisions contained in
Reserve Bank of India (Non-Banking Financial Companies – Acceptance of Public Deposits) Directions, 2025
shall be applicable to NBFC-D registered with the RBI under the provisions of the RBI Act, 1934 and deposit taking HFC registered with the RBI under the provisions of the NHB Act, 1987.
(ii) The provisions contained in
Reserve Bank of India (Non-Banking Financial Companies – Microfinance Institution) Directions, 2025
shall be applicable to NBFC-MFI registered with the RBI under the provisions of the RBI Act, 1934.
(iii) The provisions contained in
Reserve Bank of India (Non-Banking Financial Companies – Peer to Peer Lending Platform) Directions, 2025
shall be applicable to NBFC-P2P registered with the RBI under the provisions of the RBI Act, 1934.
(iv) The provisions contained in
Reserve Bank of India (Non-Banking Financial Companies - Account Aggregator) Directions, 2025
shall be applicable to NBFC-AA registered with the RBI under the provisions of the RBI Act, 1934.
(v) The provisions contained in
Reserve Bank of India (Core Investment Companies) Directions, 2025
shall be applicable to CIC registered with the RBI under the provisions of the RBI Act, 1934.
(vi) The provisions contained in
Reserve Bank of India (Standalone Primary Dealers) Directions, 2025
shall be applicable to SPD registered with the RBI as NBFC under the provisions of the RBI Act, 1934.
(vii) The provisions contained in
Reserve Bank of India (Mortgage Guarantee Companies) Directions, 2025
shall be applicable to MGC registered with the RBI under the scheme of Registration of Mortgage Guarantee Companies.
(viii) The provisions contained in
Reserve Bank of India (Housing Finance Companies) Directions, 2025
shall be applicable to the HFC registered with the RBI under the provisions of the NHB Act, 1987.
(ix) The provisions contained in
Reserve Bank of India (Non-Operating Financial Holding Companies) Directions, 2025
shall be applicable to the NOFHC registered with the RBI as NBFC under the provisions of the RBI Act, 1934.
In addition, the regulatory instructions as prescribed in the following Master Directions shall be applicable to all NBFCs registered with the Reserve Bank, unless specified otherwise in the respective Master Directions: (1) Reserve Bank of India (Non-Banking Financial Companies – Branch Authorisation) Directions, 2025. (2) Reserve Bank of India (Non-Banking Financial Companies – Undertaking of Financial Services) Directions, 2025. (3) Reserve Bank of India (Non-Banking Financial Companies – Acquisition of Shareholding or Control) Directions, 2025. (4) Reserve Bank of India (Non-Banking Financial Companies – Governance) Directions, 2025. (5) Reserve Bank of India (Non-Banking Financial Companies – Prudential Norms on Capital Adequacy) Directions, 2025. (6) Reserve Bank of India (Non-Banking Financial Companies – Climate Finance and Management of Climate Change Risks) Directions, 2025. (7) Reserve Bank of India (Non-Banking Financial Companies – Credit Risk Management) Directions, 2025. (8) Reserve Bank of India (Non-Banking Financial Companies – Credit Facilities) Directions, 2025. (9) Reserve Bank of India (Non-Banking Financial Companies – Concentration Risk Management) Directions, 2025. (10) Reserve Bank of India (Non-Banking Financial Companies – Transfer and Distribution of Credit Risk) Directions, 2025. (11) Reserve Bank of India (Non-Banking Financial Companies – Securitisation Transactions) Directions, 2025. (12) Reserve Bank of India (Non-Banking Financial Companies – Income Recognition, Asset Classification and Provisioning) Directions, 2025. (13) Reserve Bank of India (Non-Banking Financial Companies – Resolution of Stressed Assets) Directions, 2025. (14) Reserve Bank of India (Non-Banking Financial Companies – Treatment of Wilful Defaulters and Large Defaulters) Directions, 2025. (15) Reserve Bank of India (Non-Banking Financial Companies – Classification, Valuation and Operation of Investment Portfolio) Directions, 2025. (16) Reserve Bank of India (Non-Banking Financial Companies – Asset Liability Management) Directions, 2025. (17) Reserve Bank of India (Non-Banking Financial Companies – Managing Risks in Outsourcing) Directions, 2025. (18) Reserve Bank of India (Non-Banking Financial Companies – Financial Statements: Presentation and Disclosures) Directions, 2025. (19) Reserve Bank of India (Non-Banking Financial Companies – Prudential Norms on Declaration of Dividends) Directions, 2025. (20) Reserve Bank of India (Non-Banking Financial Companies – Credit Information Reporting) Directions, 2025. (21) Reserve Bank of India (Non-Banking Financial Companies – Know Your Customer) Directions, 2025. (22) Reserve Bank of India (Non-Banking Financial Companies – Credit Cards: Issuance and Conduct) Directions, 2025. (23) Reserve Bank of India (Non-Banking Financial Companies – Responsible Business Conduct) Directions, 2025. (24) Reserve Bank of India (Non-Banking Financial Companies – Voluntary Amalgamation) Directions, 2025. (25) Reserve Bank of India (Non-Banking Financial Companies – Miscellaneous) Directions, 2025.
In these directions, unless the context otherwise requires:
(1) ‘Core Investment Company (CIC)’ means ‘Core Investment Company’ as defined in Reserve Bank of India (Core Investment Companies) Directions, 2025.
(2) ‘Company’ means a company registered under section 3 of the Companies Act, 1956 or the corresponding provision under the Companies Act, 2013.
(3) ‘Companies in the group’ means an arrangement involving two or more entities related to each other through any of the following relationships: Subsidiary – parent (defined in terms of AS 21), Joint venture (defined in terms of AS 27), Associate (defined in terms of AS 23), Promoter–promotee [as provided in the SEBI (Acquisition of Shares and Takeover) Regulations, 1997] for listed companies, a related party (defined in terms of AS 18), common brand name, and investment in equity shares of 20 percent and above.
Explanation: The definition of ‘companies in the group’ is only for the purpose of determining the applicability of prudential norms on multiple NBFCs in a group.
(4) ‘Customer interface’ means interaction between the NBFC and its customers while carrying on its business.
(5) ‘Housing Finance Company (HFC)’ means ‘Housing Finance Company’ as defined in Reserve Bank of India (Housing Finance Companies) Directions, 2025.
(6) ‘Infrastructure Debt Fund-Non-Banking Financial Company (IDF-NBFC)’ means a non-deposit taking NBFC which is permitted to
(i) refinance post commencement operations date (COD) infrastructure projects that have completed at least one year of satisfactory commercial operations; and
(ii) finance toll operate transfer (TOT) projects as the direct lender.
(7) ‘Infrastructure lending’ means a credit facility extended by an NBFC to a borrower, by way of term loan, project loan subscription to bonds/debentures/preference shares/equity shares in a project company acquired as a part of the project finance package such that subscription amount to be ‘in the nature of advance’ or any other form of long term funded facility for exposure in the infrastructure sub-sectors as notified by the Department of Economic Affairs, Ministry of Finance, Government of India, from time to time.
(8) ‘Mortgage Guarantee Company (MGC)’ means ‘Mortgage Guarantee Company’ as defined in Reserve Bank of India (Mortgage Guarantee Companies) Directions, 2025.
(9) ‘NBFC-Account Aggregator (NBFC-AA)’ means ‘Account Aggregator’ as defined in Reserve Bank of India (Non-Banking Financial Companies – Account Aggregator) Directions, 2025.
(10) ‘Deposit taking NBFC (NBFC-D)’ means ‘Deposit taking NBFC’ as defined in Reserve Bank of India (Non-Banking Financial Companies- Acceptance of Public Deposits) Directions, 2025.
(11) ‘NBFC-Factor’ means an NBFC as defined in clause (f) of section 45-I of the RBI Act, 1934, which has its principal business as specified in the Reserve Bank of India (Non-Banking Financial Companies – Miscellaneous) Directions, 2025 and has been granted a certificate of registration under section 3 of the Factoring Regulation Act, 2011.
(12) ‘NBFC-Investment and Credit Companies (NBFC-ICC)’ means any company which is a financial institution carrying on as its principal business - asset finance, the providing of finance whether by making loans or advances or otherwise for any activity other than its own and the acquisition of securities; and is not any other category of NBFCs as defined by the Reserve Bank in any of its Master Directions.
(13) ‘Non-Banking Financial Company-Infrastructure Finance Company (NBFC-IFC)’ means a non-deposit taking NBFC which has a minimum of 75 per cent of its total assets deployed towards infrastructure lending.
(14) ‘NBFC-Micro Finance Institutions (NBFC-MFI)’ means ‘NBFC-MFI’ as defined in Reserve Bank of India (Non-Banking Financial Companies – Microfinance Institution) Directions, 2025.
(14A) 'NBFC not availing public funds and not having any customer interface' means an NBFC registered with the Reserve Bank as Type I NBFC or otherwise and
(i) Not accepting public funds and not intending to accept public funds in the future; and
(ii) Not having customer interface and not intending to have customer interface in the future.
Explanation: 'Public funds' and 'customer interface' shall mean 'public funds' and 'customer interface' as defined in these Directions.
(15) ‘NBFC-Peer to Peer Lending Platform (NBFC-P2P)’ means ‘Non-Banking Financial Company - Peer to Peer Lending Platform’ as defined in Reserve Bank of India (Non-Banking Financial Companies – Peer to Peer Lending Platform) Directions, 2025.
(16) ‘Non-Operative Financial Holding Company (NOFHC)’ means a non-deposit taking NBFC referred to in the Reserve Bank of India (Non-Operating Financial Holding Companies) Directions, 2025, issued by the Reserve Bank, which holds the shares of a banking company and the shares of all other financial services companies in its group, whether regulated by the Reserve Bank or by any other financial regulator, to the extent permissible under the applicable regulatory prescriptions.
(17) ‘Public Deposit’ for the purpose of these Directions shall have the same meaning as defined in the Reserve Bank of India (Non-Banking Financial Companies – Acceptance of Public Deposits) Directions, 2025.
(18) ‘Public Funds’ includes funds raised either directly or indirectly through public deposits, inter-corporate deposits, bank finance and all funds received from outside sources such as funds raised by issue of Commercial Papers, debentures etc. but excludes funds raised by issue of instruments compulsorily convertible into equity shares within a period not exceeding five years from the date of issue.
Explanation: Indirect receipt of public funds means funds received not directly but through associates and Group entities which have access to public funds.
(19) ‘RBI Act, 1934’ means the Reserve Bank of India Act, 1934 (Act 2 of 1934).
(20) ‘Reserve Bank’ means the Reserve Bank of India constituted under section 3 of the RBI Act, 1934.
(21) ‘Standalone Primary Dealer (SPD)’ means a company registered as NBFC under Section 45-IA of the RBI Act, 1934 and authorized by RBI to undertake Primary Dealer (PD) activity.
(22) 'Type I NBFC' means 'NBFC not availing public funds and not having any customer interface' as defined in these Directions and holding Certificate of Registration as 'Type I NBFC' issued by the Reserve Bank.
(23) 'Type II NBFC' means an NBFC which is granted Certificate of Registration by the Reserve Bank as NBFC other than 'Type I NBFC'.
(24) 'Unregistered Type I NBFC' means 'NBFC not availing public funds and not having any customer interface' as defined in these Directions and exempted from the provisions of sections 45IA and 45IC of the RBI Act, 1934 as detailed in paragraph 65A of these Directions.
Words or expressions used in these Directions but not defined herein and defined in the RBI Act, 1934 shall have the same meaning as assigned to them in the RBI Act, 1934. Any other words or expressions not defined in the RBI Act, 1934 shall have the same meaning as assigned to them in the Factoring Regulation Act, 2011. Any other words or expressions used and not defined in these directions or in the RBI Act, 1934 or Factoring Regulation Act, 2011 or any of the Directions issued by the Reserve Bank, shall have the meanings respectively assigned to them under the Companies Act, 1956 or the Companies Act, 2013 (Act 18 of 2013) as the case may be.
