HomeCirculars › RBI/2024-25/107

HFCs must follow NBFC NCD private placement rules

No longer current — withdrawn, no replacement on file yet
Source: Reserve Bank of India · RBI/2024-25/107 · issued 29 Jan 2025 · ~2 min read
Quick answerRBI has aligned HFC private placement of NCDs (maturity >1 year) with NBFC Scale Based Regulation rules, repealing the earlier HFC-specific chapter. This applies to all fresh placements from January 29, 2025.

What changed

RBI has replaced the existing Chapter XI guidelines on private placement of NCDs by HFCs with the NBFC Scale Based Regulation rules (para 58 of Master Direction 2023). The earlier HFC-specific paragraphs 57 to 68A have been deleted. A new paragraph 56A has been inserted to apply the NBFC rules mutatis-mutandis to HFCs.

What it means for you

HFCs must now comply with the same NCD private placement norms as NBFCs, potentially altering disclosure, rating, and allotment procedures. This harmonization simplifies compliance for entities operating as both HFC and NBFC. Existing HFC-specific exemptions or requirements under the old chapter are no longer valid for new issuances.

Historical instruction — do not use for current compliance. This is what was required at the time; it no longer reflects current RBI requirements. If no replacement rule is linked above, that only means none is recorded on our register yet — it does not prove no later applicable rule exists. Confirm on the official RBI source below.

What banks were required to do at the time

Who it affects

All Housing Finance Companies (HFCs), Compliance departments of HFCs, Treasury and fund-raising teams of HFCs

❓ Common questions

Regulatory timeline

Built from our lineage records — each fact carries its provenance; missing history simply is not shown (never guessed).

Does this circular apply to existing NCDs issued before January 29, 2025?

No, the revised guidelines apply only to all fresh private placements of NCDs (with maturity more than one year) by HFCs from the date of the circular.

What specific NBFC rules are now applicable to HFCs?

The instructions in para 58 of the Master Direction – RBI (NBFC – Scale Based Regulation) Directions, 2023 (as amended) on raising money through private placement by NBFCs apply mutatis-mutandis to HFCs.

Which paragraphs of the HFC Master Direction have been deleted?

Paragraphs 57 to 68A under Chapter XI of the Master Direction – Non-Banking Financial Company – Housing Finance Company (Reserve Bank) Directions, 2021 stand deleted.

📜 This document’s life story (1 recorded event, each backed by RBI’s own words)
Repealed by RBI/2025-26/100 — Consolidation of Regulations — Withdrawal of circulars (28 Nov 2025)
RBI’s words: “Official withdrawal register entry #86: DOR.FIN.REC.No.58/03.10.136/2024-25 — "Private Placement of Non-Convertible Debentures (NCDs) with Maturity Period of More than One Year by HFCs - Review of Gui”
📜 Read the original circular — full text as issued by RBI
RBI/2024-25/107 DOR.FIN.REC.No.58/03.10.136/2024-25 January 29, 2025 All Housing Finance Companies (HFCs) Dear Sir/ Madam, Private Placement of Non-Convertible Debentures (NCDs) with maturity period of more than one year by HFCs – Review of guidelines Please refer to Chapter XI of Master Direction – Non-Banking Financial Company – Housing Finance Company (Reserve Bank) Directions, 2021 wherein guidelines on private placement of NCDs by HFCs have been prescribed. 2. On a review, it has been decided that the Guidelines on Private Placement of NCDs (with maturity more than one year) by NBFCs, as contained in para 58 of the Master Direction – Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023 (as amended from time to time) shall be applicable, mutatis-mutandis, to HFCs. Accordingly, the existing guidelines under Chapter XI of Master Direction – Non-Banking Financial Company – Housing Finance Company (Reserve Bank) Directions, 2021 stand repealed. The revised guidelines shall be applicable to all fresh private placements of NCDs (with maturity more than one year) by HFCs from the date of this circular. 3. The Master Direction – Non-Banking Financial Company – Housing Finance Company (Reserve Bank) Directions, 2021 is being modified as detailed in Annex . Yours faithfully, (J.P. Sharma) Chief General Manager Annex to circular no.DOR.FIN.REC.No.58/03.10.136/2024-25 dated January 29, 2025 Annex New paragraph 56A. The instructions regarding “Raising Money through Private Placement by NBFCs” as contained in para 58 of the Master Direction – Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023 (as amended from time to time) shall be applicable, mutatis-mutandis, to HFCs. Deleted Paragraphs Paragraphs 57 to 68A under Chapter XI of Master Direction – Non-Banking Financial Company – Housing Finance Company (Reserve Bank) Directions, 2021 stand deleted.
Reproduced for reference with acknowledgment — Source: Reserve Bank of India · RBI/2024-25/107 · issued 29 Jan 2025. The plain-English explanation above is BankPulse’s own independent summary.
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Official RBI source: https://www.rbi.org.in/Scripts/NotificationUser.aspx?Id=12772&Mode=0 — Plain-English summary by BankPulse (bankpulse.ai), reviewed by our expert reviewer, CA Amit Jain. Independent platform, not affiliated with the Reserve Bank of India; is our own plain-English paraphrase, not RBI’s original wording.
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