RBI (NBFC – Miscellaneous) Amendment Directions, 2026

Reserve Bank of India (RBI) (NBFC) (Non-Banking Financial Companies – Miscellaneous) Amendment Directions, 2026

Please refer to the Reserve Bank of India (Non-Banking Financial Companies – Miscellaneous) Directions, 2025.

2. The National Urban Co-operative Finance and Development Corporation Limited (NUCFDC) has been established to function as an Umbrella Organisation (UO) for Primary (Urban) Co-operative Banks (UCBs). It carries an overarching mandate to strengthen the UCB sector by providing both fund-based and non-fund-based support services to its member (shareholder) UCBs.
3. In order to effectively discharge its mandate, it is essential that NUCFDC extend membership to all 1,400+ UCBs at the earliest. However, Section 42(2) of the Companies Act, 2013 read with Rule 14(2) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 restricts private placement offers to a maximum of 200 persons in aggregate during a financial year. This statutory ceiling would impede NUCFDC’s ability to grant membership expeditiously.Notwithstanding the above, sub-rule (7) of Rule 14 provides that the limitation under sub-rule (2) shall not apply to non-banking financial companies registered with the Reserve Bank under the Reserve Bank of India Act, 1934, provided they comply with regulations issued by the Reserve Bank in respect of private placement offers. Accordingly, in exercise of powers under Rule 14(7), it is considered necessary to issue specific Directions to NUCFDC to enable it to fulfil its mandate.
4. Therefore, in exercise of the powers conferred under Section 45L of the Reserve Bank of India Act, 1934, and all other enabling provisions, and being satisfied that it is necessary and expedient in the public interest, the Reserve Bank hereby issues the following Directions.

Short Title and Commencement

1. These Directions shall be called the Reserve Bank of India (Non-Banking Financial Companies – Miscellaneous) Amendment Directions, 2026.
2. These Directions shall come into force with immediate effect.
3. These Directions amend the Reserve Bank of India (Non-Banking Financial Companies – Miscellaneous) Directions, 2025 in the manner specified below.

Amendment: After paragraph 13 of the Reserve Bank of India (Non-Banking Financial Companies – Miscellaneous) Directions, 2025, the following shall be inserted:

C.2 Directions on Private Placement of Equity Shares by NUCFDC (Umbrella Organisation for Primary Co-operative Banks)

13A. NUCFDC may make an offer or invitation to subscribe to its equity shares on a private placement basis to more than 200 persons in aggregate during a financial year, subject to the following conditions:

1. NUCFDC shall formulate and implement a Board-approved policy on resource planning, which shall, inter alia, specify the planning horizon and frequency of private placements.
2. The offer or invitation under these Directions shall be made exclusively to UCBs and the National Co-operative Development Corporation (NCDC).
3. The offer document shall clearly stipulate that UCBs must ensure compliance with all applicable statutory provisions and extant instructions or directions issued by the Reserve Bank prior to subscribing to the equity shares.
4. NUCFDC shall not grant any loan, advance, or other financial accommodation against the security of its own shares.
5. The proceeds from equity capital raised under these Directions shall be deployed strictly in accordance with the mandate of NUCFDC as approved by the Reserve Bank.
6. NUCFDC shall ensure compliance with all applicable statutory and regulatory requirements relating to private placement of securities, in addition to these Directions.
7. NUCFDC shall submit to the Department of Regulation, Reserve Bank of India, Central Office, a quarterly statement detailing, inter alia:
   • The amount of equity raised;
   • The number and category of subscribers; and
   • Subscription amounts (both for the quarter and on a cumulative basis);
   Such statement shall be submitted within 15 days from the close of each quarter.

13B. The Directions contained in paragraph 13A shall remain in force from the date of issuance until March 31, 2029, unless modified, withdrawn, or extended earlier by the Reserve Bank.

Notification

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