A Non-Banking Financial Company (NBFC) is a company incorporated under the Companies Act — engaged principally in the business of loans and advances, acquisition of shares, bonds, debentures, leasing, hire-purchase, or insurance business — that does not hold a banking licence. NBFCs are also referred to as non-bank financial institutions (NBFIs) and, colloquially, as the "shadow banking" segment of the financial system, though the term understates how tightly RBI now supervises them.
Under Section 45-IA of the Reserve Bank of India Act, 1934, no company can commence or continue the business of a non-banking financial institution without first obtaining a Certificate of Registration (CoR) from RBI. NBFCs regulated by other authorities — for instance, housing finance companies overseen jointly with the National Housing Bank framework, or entities regulated by SEBI or IRDAI for their core activity — follow category-specific rules, but the RBI Act remains the umbrella statute for the sector.
NBFCs extend the reach of formal credit into segments banks serve less intensively — vehicle finance, gold loans, MSME working capital, consumer durable finance, and microfinance among them. LIC Housing Finance, Bajaj Finance, Cholamandalam Investment & Finance, and Muthoot Finance are among the well-known NBFCs operating in India today.
RBI introduced the Scale-Based Regulation (SBR) framework on October 22, 2021, with the revised structure taking effect from October 1, 2022. SBR replaced the older binary classification of "systemically important" versus "non-systemically important" NBFCs with a four-layer, risk-sensitive structure — regulatory intensity now rises with an NBFC's size, complexity, and interconnectedness with the rest of the financial system, rather than being fixed by business activity alone.
Base Layer (NBFC-BL)
Covers smaller NBFCs — typically those with an asset size below ₹1,000 crore — including non-deposit-taking NBFCs not availing public funds, along with Peer-to-Peer (P2P) lending platforms and Account Aggregators. This layer carries the lightest regulatory burden.
Middle Layer (NBFC-ML)
Includes all deposit-taking NBFCs regardless of size, and non-deposit-taking NBFCs with an asset size of ₹1,000 crore and above. Requirements here approach bank-like prudential norms on governance and capital.
Upper Layer (NBFC-UL)
Reserved for NBFCs RBI identifies as posing outsized systemic risk owing to size, complexity, and interconnectedness. Following the Second Amendment Directions issued June 24, 2026, identification now uses a simplified, transparent test — any NBFC with assets of ₹1 lakh crore (₹1,00,000 crore) or more, per its latest audited balance sheet, is placed in the Upper Layer, replacing the earlier parametric scoring methodology. Once classified NBFC-UL, an entity remains subject to enhanced supervision for a minimum of five years and faces stricter governance, listing, and exposure norms.
Top Layer (NBFC-TL)
A reserve category for NBFCs RBI judges to carry extreme systemic risk. It is deliberately expected to remain empty in ordinary conditions and functions mainly as a deterrent and supervisory escalation path.
2026 Update
On April 29, 2026, RBI issued Amendment Directions introducing a further Type I / Type II classification within the SBR structure, along with a new "Unregistered Type I NBFC" category for entities that neither raise public funds nor have any customer interface — reducing compliance burden for low-risk, purely investment-holding entities that previously needed a full Certificate of Registration.
Within the SBR layers, RBI still recognises activity-based NBFC categories, each with its own minimum Net Owned Fund (NOF) requirement. The most common categories:
Asset Finance Company (AFC)
Finances physical assets supporting productive or economic activity — automobiles, generator sets, earth-moving and material-handling equipment, and industrial machinery. Standard NOF requirement: ₹10 crore.
Investment Company (IC) / Loan Company (LC)
Investment Companies acquire securities — equity, shares, debentures, bonds. Loan Companies provide loans or advances for business or other activity, distinct from asset financing. RBI has progressively merged these into the broader "NBFC-Investment and Credit Company (NBFC-ICC)" category, with a standard NOF of ₹10 crore.
Infrastructure Finance Company (IFC)
An NBFC qualifies as an IFC only if at least 75% of its assets are deployed in infrastructure loans, it holds a minimum credit rating of "A," maintains a Capital-to-Risk Assets Ratio (CRAR) of 15%, and meets a substantially higher NOF requirement of ₹300 crore.
Core Investment Company (CIC)
A CIC holds and invests in shares and securities of group companies rather than trading commercially. To qualify, at least 90% of assets must be in group investments (of which a minimum share must be equity), with total assets exceeding ₹100 crore and no other commercial business. Systemically important CICs face additional Upper/Middle Layer obligations under SBR.
Infrastructure Debt Fund – NBFC (IDF-NBFC)
Channels long-term credit into infrastructure projects, typically post-commissioning, through rupee or dollar-denominated bonds with a minimum five-year maturity. NOF requirement: ₹300 crore.
NBFC – Micro Finance Institution (NBFC-MFI)
Provides collateral-free microcredit to low-income households. NOF requirement: ₹5 crore (₹2 crore for entities in India's North-Eastern region). The lending rules for this category changed substantially in 2022 and again since — see the dedicated section below.
NBFC-Factor
Engages in factoring — purchasing receivables at a discount to provide working capital. Must derive more than 50% of gross income and hold at least 50% of assets through factoring. Standard NOF: ₹10 crore.
Mortgage Guarantee Company (MGC)
Provides mortgage guarantee business, with at least 90% of income derived from it, and a minimum net owned fund of ₹100 crore.
Housing Finance Company (HFC)
Specialises in housing loans and is now regulated by RBI (following the 2019 transfer of HFC supervision from the National Housing Bank). NOF requirement: ₹20 crore.
RBI's Master Direction — Regulatory Framework for Microfinance Loans, 2022 (effective April 1, 2022) replaced the older NBFC-MFI-only rulebook with a single set of norms applying across banks, small finance banks, and NBFC-MFIs alike. The practical changes that most affect borrowers and lenders:
• Household income cap unified at ₹3 lakh a year — the earlier ₹1 lakh (rural) / ₹1.6 lakh (urban) split, itself last revised in 2019 to ₹1.25 lakh / ₹2 lakh, no longer applies.
• Qualifying-assets threshold for NBFC-MFI classification eased from 85% to 75% in the 2022 overhaul, and further relaxed to 60% in RBI's subsequent revision, giving MFIs more room to diversify their loan books.
• Fixed per-cycle loan caps (previously ₹50,000 for the first cycle, ₹1 lakh for subsequent cycles) have been removed; lending is now governed by a 50% household debt-to-income (FOIR) ceiling instead.
• Microfinance loans are no longer restricted to income-generating purposes — they can also fund consumption, health, or other household needs.
• No pre-payment penalty is permitted on microfinance loans, and lenders can no longer place a lien on borrower deposits as collateral.
To legally carry on NBFC business, a company must:
• Be incorporated under the Companies Act, 2013 (or the erstwhile Companies Act, 1956) — LLPs, partnerships, and sole proprietorships cannot register as NBFCs.
• Obtain a Certificate of Registration (CoR) from RBI under Section 45-IA of the RBI Act, 1934, applied for through RBI's COSMOS online portal.
• Meet the minimum Net Owned Fund for its category — ₹10 crore is now the standard threshold for most lending/investment NBFCs, effective October 1, 2022; existing NBFCs below this level have until March 31, 2027 to comply. Specialised categories range from ₹2 crore (P2P platforms, Account Aggregators) up to ₹300 crore (Infrastructure Finance Companies, IDF-NBFCs).
• Ensure its Memorandum of Association explicitly states financial activity — lending, investment, or asset finance — as a principal object.
Operating as an NBFC without a valid CoR is a punishable offence under the RBI Act, attracting imprisonment and financial penalties. Retail investors and borrowers can verify a lender's CoR number against RBI's official list at rbi.org.in before dealing with any "NBFC."
NBFC vs Bank: Key Differences
Parameter
|
Banks |
NBFCs |
|
|
Governing law |
Banking Regulation Act, 1949 + RBI Act, 1934 |
RBI Act, 1934 (Section 45-IA) |
|
Authorisation |
Full banking licence from RBI |
Certificate of Registration (CoR), not a banking licence |
|
Demand deposits |
Can accept savings and current account deposits |
Cannot accept demand deposits |
|
Deposit insurance |
Covered by DICGC up to ₹5 lakh per depositor per bank |
Not covered by DICGC |
|
Payment system |
Part of the RTGS/NEFT/UPI settlement system |
Not a direct participant in the payment settlement system |
|
CRR / SLR |
Mandatory to maintain |
Not required (larger NBFCs instead maintain liquidity buffers under SBR) |
|
Foreign investment |
Up to 74% aggregate FDI+FPI under automatic route (private banks) |
Up to 100% permitted for most financial-services activities under automatic route |
|
Credit creation |
Can create credit through the deposit-lending cycle |
Channels existing funds; cannot create credit |
• Faster, less document-heavy loan approval compared with traditional bank processes.
• Meaningful reach into segments banks serve less — MSMEs, first-time borrowers, gig-economy income profiles, and rural households.
• Product breadth spanning vehicle loans, gold loans, education loans, and portfolio/wealth management services alongside core lending.
• Lower operating costs in several segments, which can translate into competitive pricing on select loan products.
• No prepayment penalty on many retail loan products, and simplified registration/onboarding relative to bank account opening in some cases.
• April 29, 2026 — RBI Amendment Directions introduced a Type I / Type II NBFC classification and a new "Unregistered Type I NBFC" category, exempting entities with no public funds and no customer interface from full CoR compliance, easing the burden on low-risk, intra-group investment vehicles.
• June 24, 2026 — Second Amendment Directions replaced the earlier parametric scoring model for identifying Upper Layer NBFCs with a simple, transparent asset-size threshold of ₹1 lakh crore, also extending eligibility for unlimited state guarantees to Upper Layer government NBFCs.
• RBI has signalled an ongoing review of the SBR framework given rising interconnectedness between NBFCs and banks, so further calibration is likely; readers relying on this article for compliance decisions should always cross-check the latest Master Directions on rbi.org.in.
Conclusion
Before borrowing from, investing in, or extending credit to any NBFC, verify its Certificate of Registration on RBI's official website, check which SBR layer it falls under, and confirm current terms directly against RBI's latest Master Directions rather than relying on any single explainer — including this one — as regulation in this space continues to evolve.
DISCLAIMER: This blog is NOT any buy or sell recommendation. No investment or trading advice is given. The content is only for educational purposes. Always discuss with your SEBI-registered financial advisor for investment-related decisions.
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