HomeCirculars › RBI/DOR/2025-26/139

RBI Issues Amendment Directions for Non-Operative Financial Holding Companies

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Issued by RBI: 05 Dec 2025  ·  Effective: effective December 5, 2025
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📄 Source: Reserve Bank of India · RBI/DOR/2025-26/139
Quick answerRBI issues amendment directions for non-operative financial holding companies, effective December 5, 2025, modifying provisions related to group activities and prior approvals.

What changed

RBI has modified provisions related to group activities and prior approvals for non-operative financial holding companies (NOFHCs). The changes include substituting paragraphs 44-47 of the Master Direction.

What it means for you

These changes clarify the general principle for reorganising activities in a group and the requirements for specialised activities. An NOFHC must intimate the RBI within 15 days of a board resolution to undertake such businesses.

The rule, in the simplest words
  • All activities a bank is allowed to do (like lending, deposits) must be done inside the bank itself, not in other companies.
  • Special jobs like running a mutual fund (a pool of money from many people to invest), insurance, pension fund, or giving investment advice must be done in a separate company (subsidiary/joint venture/associate) owned by the holding company.
  • The holding company does NOT need RBI's permission before starting these special jobs, but it must tell RBI within 15 days after its board says yes.
  • For any other new business not on the special list, the holding company MUST get RBI's permission first.
  • If a bank is not allowed to do a certain activity, then no company in the group can do it either.
How it plays out — a real example

A gold-loan officer in Mumbai works for a bank owned by a Non-Operative Financial Holding Company. The bank's board decides to start a mutual fund business. The officer's compliance team sends a letter to RBI within 15 days of that board meeting, as the new rule says. They don't need to wait for RBI's okay, but they must tell RBI quickly so the regulator knows what the group is doing.

What you must do

Who it affects

Non-operative financial holding companies (NOFHCs), Banks

Regulatory timeline

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

What are the key changes in the amendment directions?

The changes include substituting paragraphs 44-47 of the Master Direction, clarifying the general principle for reorganizing activities in a group and the requirements for specialized activities.

What is the effective date of the amendment directions?

The amendment directions are effective from December 5, 2025.

What is the purpose of the amendment directions?

The purpose is to clarify the requirements for NOFHCs and ensure compliance with regulatory norms.

📜 Read the original circular — full text as issued by RBI
RBI/DOR/2025-26/139 DOR.RAUG.AUT.REC.No.344/24.01.041/2025-26 December 05, 2025 Reserve Bank of India (Non-Operative Financial Holding Company) (Amendment) Directions, 2025 Reserve Bank had earlier issued directions on Financial Services provided by Banks in 2016, since replaced by entity-wise Master Directions issued on November 28, 2025. A review of some provisions contained in the earlier instructions was carried out and a draft direction was placed on the website on October 04, 2024. 2. Taking into account the feedback received and consultation held with the stakeholders and in exercise of the powers conferred by Section 45(L) and Section 45(JA) under Chapter IIIB of the Reserve Bank of India Act, 1934 and all other laws enabling the Reserve Bank in this regard, the Reserve Bank being satisfied that it is necessary and expedient in the public interest to do so, hereby issues the Amendment Directions hereinafter specified. 3. These Directions shall be called the Reserve Bank of India (Non-Operative Financial Holding Company) (Amendment) Directions, 2025. 4. The provisions shall come into effect from December 05, 2025. 5. These Amendment Directions modify the Reserve Bank of India (Non-Operative Financial Holding Company) Directions, 2025 (hereinafter referred to as ‘Master Direction’) as under: i) For paragraphs 44-47 of the Master Direction, following shall be substituted, namely: “44. The general principle for reorganization of the activities in the group is that all activities permitted to a bank under Section 6 (1) (a) to (o) of Banking Regulation Act, 1949 shall be carried out from the bank. 45. However, specialized activities such as Mutual fund business, insurance business, pension fund management, investment advisory and management services, portfolio management services and broking services shall be carried out only through Subsidiary/Joint venture/Associate structure; 46. An NOFHC shall not require prior approval of the Reserve Bank for the entities held by it to undertake activities mentioned under paragraph 45 above, unless advised otherwise. However, the NOFHC shall intimate the Reserve Bank within 15 days from the date of resolution of the Board for undertaking such businesses. 47. Notwithstanding the conditions above, an NOFHC shall require the prior approval of the Reserve Bank for the entities held by it to undertake any other form of business subject to other instructions as applicable. Further, the activities not permitted to the bank would also not be permitted to the group i.e. entities under the NOFHC would not be permitted to engage in activities that the bank is not permitted to engage in.” (Manoranjan Padhy) Chief General Manager
Reproduced for reference with acknowledgment — Source: Reserve Bank of India · RBI/DOR/2025-26/139 · issued 05 Dec 2025. The plain-English explanation above is BankPulse’s own independent summary.

Test yourself

Quick self-check built only from the facts already on this page — tap a question to reveal the answer.

Q1. In one line, what does this circular do?

RBI issues amendment directions for non-operative financial holding companies, effective December 5, 2025, modifying provisions related to group activities and prior approvals.

Q2. Who does this circular apply to?

Non-operative financial holding companies (NOFHCs), Banks

Q3. What is the first thing you should do about it?

Review the amendment directions and understand the changes

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Who does what — compliance checklist
📜 Compliance
  • Review the amendment directions and understand the changes
  • Update internal policies and procedures to comply with the new requirements
  • Intimate the RBI within 15 days of undertaking certain businesses
Grouped from the action items above — a single circular may involve more than one team.
Worked example & action-note template

Example: if you are a Compliance officer at a bank this circular applies to (Non-operative financial holding companies (NOFHCs), Banks), your first concrete step on “RBI Issues Amendment Directions for Non-Operative Financial Holding Companies” is: “Review the amendment directions and understand the changes” (RBI issued this 05 Dec 2025).

  1. Circular: RBI/DOR/2025-26/139 -- RBI Issues Amendment Directions for Non-Operative Financial Holding Companies
  2. Issued: 05 Dec 2025
  3. Action required: Review the amendment directions and understand the changes
  4. Action required: Update internal policies and procedures to comply with the new requirements
  5. Action required: Intimate the RBI within 15 days of undertaking certain businesses
  6. Owner: ____________ Target date: ____________
  7. Board/committee approval needed? Y / N
  8. Evidence filed in compliance register on: ____________
Built only from this circular’s own published fields — not legal advice; always confirm against the official RBI source.
AI-drafted · AI fact-check pending · under the editorial review of our expert review panel · decoded & published by BankPulse · 06 Jul 2026, 22:02 IST
Official RBI source: https://www.rbi.org.in/Scripts/NotificationUser.aspx?Id=13213&Mode=0 — Plain-English summary by BankPulse (bankpulse.ai), reviewed by our expert review panel. Independent platform, not affiliated with the Reserve Bank of India; never reproduces RBI text verbatim.
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