Reserve Bank of India (Non-Banking Financial Companies – Acquisition of Shareholding or Control) Directions, 2025
UR
- Applies toFinance companies
- StatusIn force
- ImportanceMUST READ
- IssuedNov 28, 2025
- Amendmentsnone tracked
- Length18 points in 5 sections · 2 min read
The four dates on this rule
- PublishedNov 28, 2025The day RBI put this document out.
- Starts to applyNot statedNot stated separately in this document. Read the rule itself before you assume a start date.
- Time to get readyNot statedCannot be worked out until the day it starts to apply is known.
- Last date to actNot statedNo date to act by was found in this document. Other dates may sit inside single paragraphs.
This rulebook is short, and the page is short with it. The whole direction is about 2,300 words across 17 paragraphs; these points cover every operative rule in it.
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Numbers to remember
| 26 percent | Crossing 26 percent of the paid up equity, even step by step, needs prior permission. RBI Para 6(2) |
| one month | That buyback crossing must still be reported not later than one month after it happens. RBI Para 6(2) |
| 10 per cent | For deposit taking housing lenders, a foreign investor crossing 10 per cent needs prior permission. RBI Para 6(3) |
| 30 days | A public notice runs at least 30 days ahead in one national and one local newspaper. RBI Para 8 |
| 20 per cent | New investors from money laundering watch list countries must stay under 20 per cent of voting power. RBI Para 12 |
What it says
Chapter I. Preliminary
1. In force at once
These directions took effect from their date of issue.
2. Who is covered
The directions bind deposit takers, loan companies, housing lenders and other finance companies, across all size layers.
3. Two kinds stay out
Mortgage guarantee companies and bank holding companies stay out.
Chapter II. Acquisition of Shareholding or Control
Must know
1. The 26 percent line
Crossing 26 percent of the paid up equity, even step by step, needs prior permission.
BankPulse example. An investor holds 20 percent of a finance company and buys another 8 percent. The holding reaches 28 percent, which is 26 percent or more. Prior permission was needed before the purchase.
2. Buyback is the exception
A court approved buyback pushing a holding past 26 percent needs no prior permission.
3. Still told within a month
That buyback crossing must still be reported not later than one month after it happens.
4. Ten percent for foreign money
For deposit taking housing lenders, a foreign investor crossing 10 per cent needs prior permission.
5. Thirty days public notice
A public notice runs at least 30 days ahead in one national and one local newspaper.
6. Watch list money capped
New investors from money laundering watch list countries must stay under 20 per cent of voting power.
Background
7. RBI's yes before takeover
Taking control of a finance company needs RBI's written permission first, management change or not.
8. Bond dealers always ask
A company dealing in government bonds needs approval for any change in shareholding or capital structure.
9. Applications through PRAVAAH
Approval applications go through the PRAVAAH portal with shareholder details and fund sources.
10. Clean hands declared
Proposed shareholders declare no criminal cases, including cheque bouncing cases, against them.
11. A banker's report too
A banker's report on each proposed shareholder goes with the application.
12. The notice names the buyer
The notice states the intention, the buyer's particulars and the reasons for the transfer.
13. Earlier investors may stay
Investors from before a country joined the watch list may keep and even add their money.
Chapter III. Repeal and Other Provisions
1. Old guidance repealed
All earlier ownership change rules for finance companies stand repealed from the day these directions arrived.
2. Old actions stay governed
Action already taken under the old rules stays governed by them.
What RBI has fined people for under this rulebook
RBI has imposed 1 monetary penalty on this kind of lender. In each one its own stated reason names the subject of this rulebook. Each one links to the press release it was read from.
This tells you the rulebook RBI named. It does not tell you which of the points on this page was broken, because RBI does not say. Read the order itself before drawing any conclusion about your own bank.
Feb 05, 2026. Vinayaka Capsec Private Limited — ₹1 lakh (Rupees One Lakh only). RBI press release
These come from RBI press releases. The penalty tracker holds them all. It also lists the penalties we could not place on any rulebook, and the reason for each one.
Other RBI rules for NBFCs
Every rule page on BankPulse · Questions bankers ask, answered