Rules / regulations / directions

RBI (NBFC – Governance) Directions, 2025

Reviewed by CA Nikhil Gupta · Last reviewed 18 September 2026

Reserve Bank of India thematic NBFC governance framework issued 28 November 2025; apply the amendment version in force for the relevant date.

Primary source linkedApplicability mappedOperational guide

Scope, legal role and applicability

Thematic governance framework for NBFCs. Applicability varies by NBFC type/layer, so each governance obligation must be mapped to the entity’s classification rather than treated as universal.

Operative requirements

Confirm entity type and SBR layer before applying a governance paragraph.
Maintain Board-approved governance policies and the committees/functions required for the applicable class/layer.
Document fit-and-proper, independence/conflict, KMP/senior-management and succession/oversight controls where applicable.
Track related-party/conflict governance, policy review frequency and disclosures required for the entity category.
Keep Board/committee minutes showing actual oversight; a policy on paper alone is not evidence of implementation.

Records, forms and annexures

Preserve Board composition/fit-and-proper files, committee charters, policy approvals/reviews, conflict declarations, minutes and regulatory disclosures/returns required by the applicable paragraph.

Practical advisory example

Facts and issue. An NBFC moves into a higher regulatory layer but continues with its old committee structure. The review should map the transition date and higher-layer governance requirements, then minute and evidence the changes.

Working method. Classify the entity/product, identify the exact paragraph in force on the event date, test exceptions and transitional provisions, then retain the evidence listed above. Do not rely on the title of the Direction or an old Master Direction version.

RBI Act / cross-law linkage

Section 45JAPower of Bank to determine policy and issue directions Section 45KPower of Bank to collect information from non-banking institutions as to deposits and to give directions Section 45LPower of Bank to call for information from financial institutions and to give directions Section 45MDuty of non-banking institutions to furnish statements, etc., required by Bank Section 45IDPower of Bank to remove directors from office Section 45IESupersession of Board of directors of non-banking financial company (other than Government company)

Official source and version control

Version control for RBI (NBFC – Governance) Directions, 2025: retain the instrument text and amendment in force on the event date.

Questions and answers

What is the main purpose of RBI (NBFC – Governance) Directions, 2025?

Reserve Bank of India thematic NBFC governance framework issued 28 November 2025; apply the amendment version in force for the relevant date.

Which part of RBI (NBFC – Governance) Directions, 2025 should be checked first?

Start with board and committee governance and then apply this requirement: First identify NBFC category and SBR layer.

What record should be retained?

Board declarations, committee charters, fit-and-proper records, compliance reports and RBI returns should follow the Direction/annexures for the entity category.

Does this page treat the RBI Act as the only enabling law?

No. Thematic NBFC governance direction issued 28 November 2025 and amended in 2026; enabling provisions include sections 45JA, 45K, 45L and 45M.

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