RBI master-direction RBI/DoR/2025-26/341 · 28 Nov 2025
Official title
Reserve Bank of India (Non-Banking Financial Companies – Voluntary Amalgamation) Directions, 2025
Summary
Check the official recordThese Directions establish the regulatory framework for the voluntary amalgamation of Non-Banking Financial Companies (NBFCs). The rules apply to all NBFC categories across all layers. NBFCs must obtain a No Objection Certificate or prior approval from the Reserve Bank of India before they approach any Court or Tribunal for amalgamation orders. The specific requirement for approval depends on the nature of the entities involved and whether the transaction results in changes to control, shareholding, or management composition. Amalgamated entities must surrender their Certificate of Registration for cancellation after the process. Amalgamating entities that meet the Principal Business Criteria must apply for registration as an NBFC. These Directions take effect immediately.
What you must do
Key dates
Who is affected
Thresholds
RBI/DoR/2025-26/341 DoR.HOL.REC.No.260/16-13-100/2025-26 November 28, 2025
In exercise of the powers conferred by Section 45K, 45L, and 45M of the Reserve Bank of India Act, 1934 and 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 shall be called the Reserve Bank of India (Non-Banking Financial Companies - Voluntary Amalgamation) Directions, 2025.
These Directions shall come into force with immediate effect.
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.
(1) ‘Amalgamated Entity’ means the entity which is proposed to transfer its business to another entity under the scheme of amalgamation.
(2) ‘Amalgamating Entity’ means the entity which is to acquire the business of the amalgamated entity under the scheme of amalgamation.
(3) ‘Amalgamation’ refers to one or more entities merging with another entity under the relevant statutes / regulations under a scheme of amalgamation (or whatever name called), which sets out the terms and modalities of the process.
(4) ‘Principal Business Criteria’ shall be as defined in Reserve Bank of India (NBFCs – Registration, Exemptions and Framework for Scale Based Regulation) Guidelines, 2025, as amended from time to time.
(5) ‘Tribunal’ means the National Company Law Tribunal constituted under Section 408 of the Companies Act, 2013 (as defined in sub-section (90) of Section 2 of the said Act), as amended from time to time.
(1) An NBFC with another NBFC.
(2) An NBFC with any other entity not under the regulatory purview of RBI.
(3) Any entity not under the regulatory purview of RBI with an NBFC.
(1) Where an NBFC is proposed to be amalgamated with another NBFC, both the entities shall seek NOC of RBI and the amalgamated NBFC shall surrender its Certificate of Registration for cancellation post-amalgamation. The amalgamating NBFC shall also seek prior approval of RBI if such an amalgamation satisfies any one or all of the conditions i.e., (i) change in its control as defined under clause (e) of sub-regulation (1) of regulation 2 of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, (ii) change in shareholding of 26 percent or more of the paid up equity capital, (iii) change in its management which would result in change in more than 30 percent of the directors (excluding independent directors).
(2) Where an NBFC is proposed to be amalgamated with another entity (non-NBFC), the amalgamated NBFC shall seek prior approval of RBI and surrender its Certificate of Registration for cancellation post-amalgamation. The amalgamating entity shall approach RBI to seek registration as an NBFC, if it is likely to meet Principal Business Criteria post-amalgamation.
(3) Where a non-NBFC is proposed to be amalgamated with an NBFC, the NBFC shall seek NOC of RBI. However, the NBFC shall seek prior approval for such an amalgamation if it satisfies any one or more of the conditions i.e., (i) change in its (NBFC’s) control as defined under clause (e) of sub-regulation (1) of Regulation 2 of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, (ii) change in its (NBFC’s) shareholding consequent to the amalgamation which would result in change in shareholding of 26 percent or more of the paid up equity capital, (iii) any change in its (NBFC’s) management which would result in change in more than 30 percent of the directors, excluding independent directors.
Provided that the amalgamating NBFC shall continue to fulfil the Principal Business Criteria after amalgamation to be eligible to hold the Certificate of Registration as an NBFC as per the relevant guidelines / directions, as amended from time to time.
(Scenta Joy)
Chief General Manager
