RBI master-direction RBI/DOR/2025-26/343 · 28 Nov 2025
Official title
Reserve Bank of India (Non-Banking Financial Companies – Undertaking of Financial Services) Directions, 2025 (Updated as on July 01, 2026)
Summary
Check the official recordThese Directions regulate the financial services activities of Non-Banking Financial Companies (NBFCs). The rules cover board-approved policies for mutual fund and insurance distribution, investment limits in Alternative Investment Funds (AIFs), and requirements for overseas investments. NBFCs must obtain prior approval for overseas subsidiaries or joint ventures and meet specific financial criteria, including Net Owned Fund and capital adequacy ratios. The Directions also govern the entry into insurance business, participation in Money Transfer Service Schemes, and Point of Presence services for the National Pension System. NBFCs must ensure customer appropriateness, transparency, and grievance redressal. These Directions replace previous guidelines on the same subject and apply to various categories of NBFCs as specified in the regulatory framework.
What you must do
Key dates
Who is affected
Thresholds
Exceptions
If you do not comply
RBI/DOR/2025-26/343 DOR.AUT.REC.No.262/24-01-041/2025-26 November 28, 2025 Previous Versions Reserve Bank of India (Non-Banking Financial Companies – Undertaking of Financial Services) Directions, 2025 (Updated as on July 01, 2026)
Table of Contents Chapter I – Preliminary A. Short Title and Commencement B. Applicability C. Definitions Chapter II – General Guidelines A. Role of the Board B. Investments in Alternative Investment Funds (AIFs) Chapter III - Financial Services A. Opening Subsidiary / Joint Venture / or Undertaking Investment Abroad A.1 Overseas Investment by NBFCs (other than NBFC CIC) A.2 Overseas Investment by NBFC-CIC B. Expansion of activities through automatic route C. Entry into Insurance Business C.1 Entry into Insurance Business by NBFCs (other than NBFC-CIC and HFC) C.2. Entry into Insurance Business by CICs C.3. Entry into Insurance Business by HFCs D. Distribution of Mutual Fund products E. Appointment of Non-Deposit Accepting NBFCs as sub-agents under Money Transfer Service Schemes (MTSS) F. Undertaking of Point of Presence Services under Pension Fund Regulatory and Development Authority for National Pension System G. Infrastructure Debt Funds – Non-Banking Financial Company (IDFs-NBFC) Chapter IV – Repeal and Other Provisions A. Repeal and saving B. Application of other laws not barred C. Interpretations Annex I
In exercise of the powers conferred by Sections 45JA, Section 45K, 45L, and 45M of the Reserve Bank of India Act, 1934, Section 3 read with Section 31A and Section 6 of Factoring Regulation Act, 2011 and Section 30, 30A, 32 and 33 of NHB Act all other provisions / laws enabling the Reserve Bank of India ('RBI') in this regard, RBI being satisfied that it is necessary and expedient in the public interest so to do, hereby issues the Directions hereinafter specified.
These Directions are not applicable for the following: (1) MGC registered with RBI under the scheme of Registration of Mortgage Guarantee Companies; (2) NBFC-P2P registered with the RBI under the provisions of the RBI Act, 1934; (3) NBFC-AA registered with the RBI under the provisions of the RBI Act, 1934; (4) 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.
Explanation: The 'business of financial services' shall include: (i) the forms of business enumerated in clauses (a), (c), (d), (e) of sub- Section (1) of Section 6 of the Banking Regulation Act, 1949 and notified under clause (o) of sub-Section (1) of Section 6 of the Banking Regulation Act, 1949; (ii) the forms of business enumerated in clause (c) and clause (f) of Section 45 I of Reserve Bank of India Act, 1934; (iii) business of credit information as provided under the Credit Information Companies (Regulation) Act, 2005; (iv) operation of a payment system as defined under the Payment and Settlement Systems Act, 2007; (v) operation of a stock exchange, commodity exchange, derivatives exchange or other exchange of similar nature; (vi) operation of a depository as provided under the Depositories Act, 1996; (vii) business of an asset reconstruction company as provided under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002; (viii) business of a merchant banker, portfolio manager, stock broker, sub- broker, share transfer agent, trustee of trust deeds, registrar to an issue, merchant banker, underwriter, debenture trustee, investment adviser and such other intermediary as provided in the Securities and Exchange Board of India Act, 1992 and the regulations made thereunder; (ix) business of a credit rating agency as defined in the Securities and Exchange Board of India (Credit Rating Agencies) Regulations, 1999; (x) business of a collective investment scheme as defined under the Securities and Exchange Board of India Act, 1992; (xi) business of managing a pension fund; (xii) business of an authorised person as defined under the Foreign Exchange Management Act, 1999; and (xiii) such other business as may be specified by RBI from time to time.
(4) 'Infrastructure Debt Fund-NBFC (IDF-NBFC)' shall have the same meaning as defined in the Reserve Bank of India (Non-Banking Financial Companies – Registration, Exemptions and Framework for Scale Based Regulation) Guidelines, 2025; (5) 'Joint Venture' shall have the same meaning as defined in terms of the Accounting Standards of the Institute of Chartered Accountants of India; (6) 'Mutual Fund' shall have the same meaning as defined in SEBI (Mutual Funds) Regulations, 1996; (7) 'Non-Financial Services Company' means a company engaged in businesses other than those specified in clause (3) above; and (8) 'Subsidiary' means a subsidiary as defined in terms of the Accounting Standards of the Institute of Chartered Accountants of India.
