26% Shareholding Rule for NBFC Acquisition

Published on: 10 Nov 2026

26% Shareholding Rule for NBFC Acquisition. An investor agrees to buy 24% of a lending company today and another 3% six months later. The second purchase looks small on its own, but it takes the buyer’s total acquisition to 27%. Now consider a different deal. A buyer acquires only 20% but gains the right to appoint a majority of the board. That deal can also require prior Reserve Bank of India (RBI) approval because the buyer is acquiring control.
These examples illustrate the three questions that matter in an NBFC acquisition. How much paid-up equity is being acquired? Who will control the NBFC after the deal? How will its board and management change? Each question can lead to a separate approval requirement.
What Is the 26% Shareholding Rule for NBFC Acquisition?
Under paragraph 6(2) of the Reserve Bank of India (Non-Banking Financial Companies – Acquisition of Shareholding or Control) Directions, 2025, a covered NBFC must obtain prior written RBI permission for a shareholding change that results in an acquisition or transfer of 26% or more of its paid-up equity capital. The rule expressly covers acquisitions made progressively over time. The Directions took effect on 28 November 2025.
An acquisition of exactly 26% triggers the rule. The percentage is measured against the NBFC’s paid-up equity capital. In a straightforward deal involving fully paid equity shares of the same face value, the number of shares gives the same result. Partly paid shares, different share classes, conversion rights or contingent voting arrangements call for a closer review of the capital structure and the rights attached to each instrument.
The rule applies across regulatory layers to the categories specified in paragraph 3. These include covered investment and credit companies, deposit-taking NBFCs, factors, microfinance institutions, housing finance companies, core investment companies, peer-to-peer lending platforms and account aggregators. Start by checking the target’s Certificate of Registration (CoR) and the rules applicable to its category.

If the buyer also receives board appointment or voting rights, see how an NBFC change in control is assessed.

How to Calculate the 26% Threshold
Prepare a shareholding table showing the NBFC’s paid-up equity capital, the buyer’s existing stake, the proposed purchase or allotment, and the resulting shareholding after each step. For a staged deal, show the position after each tranche. For an indirect deal, also map the ownership chain above the NBFC.

Transaction

Calculation or issue

RBI approval position

A buyer acquires 2,60,000 out of 10,00,000 fully paid equity shares of equal face value

26% of the existing paid-up equity

Prior written approval applies under the shareholding test.

A buyer acquires 24% and later proposes to acquire another 3%, with no intervening capital change

The related purchases total 27%

Assess both purchases under the progressive-acquisition rule and obtain permission before implementing the step that triggers approval.

An NBFC with 10,00,000 fully paid equity shares issues 3,00,000 identical shares to a new investor

3,00,000 ÷ 13,00,000 = 23.08%

Use the enlarged capital base to calculate the resulting stake. Review connected transactions, control rights and category-specific rules.

An investor buys 20% and gains the right to appoint a majority of directors

The shareholding is below 26%, but the rights can confer control

Prior approval can apply under the separate control test.

A buyer acquires the holding company that controls the NBFC

The immediate shareholder may stay the same while ultimate control changes

Assess whether the deal transfers indirect control of the NBFC.

In the 24% plus 3% example, the parties should assess the entire plan before the first closing. If the first tranche also gives the buyer control, prior approval can be required at that stage. Where several purchasers or group entities are involved, document their ownership, relationships, prior acquisitions and contractual rights to understand how the steps fit together.

Three Separate RBI Approval Tests
Acquisition or Transfer of 26% or More
Paragraph 6(2) applies when a qualifying acquisition or transfer reaches 26% or more of paid-up equity capital. For example, if an investor acquires 28% while agreeing to retain the existing directors and management, the shareholding test can still require approval.
Takeover or Acquisition of Control
Paragraph 6(1) applies to a takeover or acquisition of control, whether or not the deal changes management. The RBI Directions adopt the definition of control in Regulation 2(1)(e) of the SEBI Takeover Regulations. Control can arise through direct or indirect rights to appoint a majority of directors or to direct management or policy decisions.
Review the share purchase agreement, shareholders’ agreement, voting arrangements and articles of association together. Rights over the annual budget, lending strategy or senior management appointments deserve particular attention. Their effect depends on their scope and how they operate together. This matters when a minority investor receives substantial governance rights or a buyer acquires control through a holding company.
Change in Management Involving More Than 30% of Directors
Paragraph 10 of the RBI NBFC Governance Directions, 2025 requires prior written permission for a management change that results in a change in more than 30% of directors, excluding independent directors. A director re-elected on retirement by rotation falls within a specific exception. Separate reporting obligations for changes in directors or management can still apply.
For example, replacing four out of ten non-independent directors amounts to a 40% change. This can trigger the management approval requirement even if the shareholding stays the same.
Exceptions and Category-Specific Rules
Buyback or Reduction of Capital
Paragraph 6(2) provides a limited exception when an existing shareholder’s stake goes beyond 26% because of a share buyback or capital reduction approved by a competent court. The resulting change must be reported to the RBI or National Housing Bank (NHB), as applicable, within one month of its occurrence.
This can happen when a company reduces its paid-up equity and an existing shareholder’s percentage rises because the overall capital base shrinks. Review the approval and the reason for the increase before relying on the exception. A negotiated purchase of shares is assessed under the ordinary acquisition rules.
Housing Finance Companies
For a housing finance company accepting or holding public deposits, paragraph 6(3) provides an additional threshold. A qualifying acquisition or transfer of 10% or more of paid-up equity capital by or to a foreign investor can require prior RBI approval.
Paragraph 8 also provides a specific public notice exception for a qualifying foreign-investor shareholding change of 10% or more but below 26% in such an HFC. Review any separate transfer of control and the conditions attached to the approval before setting the closing date.
NBFC-P2P Platforms
For an NBFC-P2P, the category-specific directions also cover share allotments that take an individual’s or group’s aggregate holding to 26% or more of paid-up capital. The calculation expressly considers direct, indirect and beneficial holdings, along with the prescribed holdings of connected persons or entities.
A shareholding change that gives the buyer the right to nominate a director is also a separate approval trigger for an NBFC-P2P. That right can matter even when the stake is below 26%.
Standalone Primary Dealers
For a Standalone Primary Dealer registered as an NBFC, paragraph 6(4) requires prior RBI approval for a change in its shareholding pattern or capital structure. Review the applicable SPD provisions before structuring the acquisition.
RBI Approval Process for an NBFC Acquisition
Step 1: Identify the Approval Requirements
Verify the target’s registration category, deposit-taking status, current shareholding and board composition. Then review the buyer’s ownership structure, existing stake, proposed acquisitions and the rights that take effect at signing, closing or after a later tranche.
The transaction documents should specify which steps are conditional on written RBI approval and completion of any applicable public notice period. In a staged acquisition, identify when each share transfer, allotment, board change or governance right will take effect.

For the filing steps after assessing the proposed share transfer, see our guide to RBI approval for an NBFC takeover.

Step 2: Prepare and File the PRAVAAH Application
Under paragraph 7, the target NBFC files the application through PRAVAAH on its letterhead. The prescribed information and documents include the following.

Particulars of the proposed shareholders in the format set out in Annex I
Details of the proposed shareholders’ sources of funds
Bankers’ reports on the proposed shareholders
The prescribed declarations about associations with unincorporated bodies accepting public deposits
The prescribed declarations about associations with companies whose applications for an RBI Certificate of Registration were rejected
The prescribed declarations concerning criminal cases, including cases under Section 138 of the Negotiable Instruments Act, 1881

Keep the pre- and post-transaction shareholding tables, ownership chart, transaction documents and funding evidence ready to support the application and any responses to RBI queries. If the deal also triggers approval for a management change, review the application requirements under paragraph 11 of the NBFC Governance Directions.

Read more about: NBFC RBI Compliance.

Step 3: Publish the 30-Day Public Notice Where Required
Under paragraphs 8 to 10, the notice requirement applies to a covered transfer of ownership by sale of shares or a transfer of control, whether or not shares are sold. Where required, the notice must be published after obtaining RBI permission and at least 30 days before the transfer takes effect.
Publish the notice in at least one leading national newspaper and one leading local vernacular newspaper covering the location of the NBFC’s registered office. The NBFC and transferee may publish separately or jointly, as prescribed. The notice should describe the proposed transfer, identify the transferee and explain the reasons for the transaction.
For a pure fresh allotment, assess separately whether the issue also transfers control or otherwise falls within paragraph 8. The shareholding approval requirement and the public notice requirement have different wording.
Step 4: Complete the Transaction After Meeting the Conditions
Before closing, review the RBI approval letter and satisfy its conditions. If public notice applies, wait until the required period has elapsed before giving effect to the transfer. Then update the company’s shareholding and statutory records and complete any applicable company-law, foreign investment or securities filings.
If the buyer, funding structure, acquisition percentage or governance rights change before closing, compare the revised transaction with what the RBI approved. A material change may require further regulatory action.

After closing, the new management should review the NBFC’s ongoing RBI compliance, including its reporting calendar and the team responsible for each filing.

Additional Checks for Foreign Investors and Listed NBFCs
Foreign investment can require a separate FEMA review covering the entry route, sectoral conditions, pricing and reporting. The RBI Acquisition Directions also restrict new investors from or through FATF non-compliant jurisdictions from acquiring significant influence. Relevant fresh investments must remain below 20% in aggregate under both the existing voting-power test and the test that includes potential voting power. Convertible instruments and contingent voting rights can affect that calculation.
If the target is a listed NBFC, assess applicable SEBI takeover, open-offer and disclosure obligations separately. A transaction can require compliance under both the RBI directions and securities regulations.

Read Related Article: Difference Between FC-GPR and FC-TRS Filing.

What Happens if an NBFC Closes Before RBI Approval?
In an order dated 11 August 2026, the RBI imposed a Rs 1.80 lakh monetary penalty on Valuefin India Credit Services Private Limited for failing to obtain prior written permission for a qualifying shareholding change. The RBI identified the issue during correspondence concerning post-facto approval.
The case illustrates why the parties should check when ownership, control and management rights actually take effect. Applying after closing does not satisfy a requirement to obtain written permission before the transaction is implemented.

Conclusion
Start with the NBFC’s pre- and post-transaction shareholding tables and read them alongside the proposed governance rights and board changes. An acquisition of exactly 26% can trigger the shareholding test. A series of smaller purchases can reach the same threshold. A minority or upstream deal can independently trigger approval if it transfers control.
Once the approval requirements are clear, build them into the transaction timetable. Where public notice applies, schedule closing after the RBI grants written permission, the notice is published and the required notice period has elapsed.
Frequently Asked Questions (FAQ’s)
Q1. Is RBI approval required for exactly 26%?
Ans. Yes. Paragraph 6(2) covers a qualifying acquisition or transfer of 26% or more of the NBFC’s paid-up equity capital.
Q2. Does buying 25.99% avoid RBI approval?
Ans. A standalone purchase below 26% may fall outside the ordinary numerical trigger. Earlier acquisitions, control rights, management changes and category-specific rules can independently affect the approval requirement.
Q3. Does the 26% rule apply to a fresh issue of shares?
Ans. A fresh issue can result in a qualifying change in shareholding. Calculate the investor’s resulting stake using the enlarged paid-up equity capital, then consider previous holdings, related transactions, governance rights and category-specific rules.
Q4. Who files the RBI approval application?
Ans. The target NBFC files the application through PRAVAAH on its letterhead. The proposed shareholders provide the required particulars, sources-of-funds information, declarations and bankers’ reports.
Q5. Can the parties sign a share purchase agreement before RBI approval?
Ans. The parties can structure the agreement so that closing is conditional on obtaining the required approvals and completing any applicable notice period. Review the signing-stage provisions to ensure the buyer does not acquire control before permission is obtained.
Q6. Does the RBI have 30 days to approve an acquisition?
Ans. The 30-day period is the minimum public notice period for transactions covered by paragraph 8. It follows RBI permission and must elapse before the covered transfer takes effect.
Q7. Does the 26% rule apply to a non-deposit-taking NBFC?
Ans. Yes. The rule applies to covered non-deposit-taking NBFCs, including registered NBFC Investment and Credit Companies. Check the target’s RBI registration category for any additional requirements.
Q8. Can a share buyback take an existing holding above 26% without prior RBI approval?
Ans. A limited exception applies if the holding rises above 26% because of a buyback or capital reduction approved by a competent court. The change must still be reported to the RBI or NHB, as applicable, within one month.
Q9. Can RBI approval be required when the NBFC’s direct shareholder remains the same?
Ans. Yes. If a buyer acquires the parent company and gains indirect control of the NBFC, prior RBI approval can apply under the separate control test. This can happen even when the NBFC’s own share register remains unchanged.
Q10. Does a fresh share allotment always require a 30-day public notice?
Ans. Assess the allotment and the public notice requirement separately. A fresh allotment can trigger RBI approval under the shareholding test, while the notice requirement depends on whether the transaction involves a covered transfer of ownership or control.

An investor agrees to buy 24% of a lending company today and another 3% six months later. The second purchase looks small on its own, but it takes the buyer’s total acquisition to 27%. Now consider a different deal. A buyer acquires only 20% but gains the right to appoint a majority of the board. That deal can also require prior Reserve Bank of India (RBI) approval because the buyer is acquiring control.

These examples illustrate the three questions that matter in an NBFC acquisition. How much paid-up equity is being acquired? Who will control the NBFC after the deal? How will its board and management change? Each question can lead to a separate approval requirement.

What Is the 26% Shareholding Rule for NBFC Acquisition?

Under paragraph 6(2) of the Reserve Bank of India (Non-Banking Financial Companies – Acquisition of Shareholding or Control) Directions, 2025, a covered NBFC must obtain prior written RBI permission for a shareholding change that results in an acquisition or transfer of 26% or more of its paid-up equity capital. The rule expressly covers acquisitions made progressively over time. The Directions took effect on 28 November 2025.

An acquisition of exactly 26% triggers the rule. The percentage is measured against the NBFC’s paid-up equity capital. In a straightforward deal involving fully paid equity shares of the same face value, the number of shares gives the same result. Partly paid shares, different share classes, conversion rights or contingent voting arrangements call for a closer review of the capital structure and the rights attached to each instrument.

The rule applies across regulatory layers to the categories specified in paragraph 3. These include covered investment and credit companies, deposit-taking NBFCs, factors, microfinance institutions, housing finance companies, core investment companies, peer-to-peer lending platforms and account aggregators. Start by checking the target’s Certificate of Registration (CoR) and the rules applicable to its category.

If the buyer also receives board appointment or voting rights, see how an NBFC change in control is assessed.

How to Calculate the 26% Threshold

Prepare a shareholding table showing the NBFC’s paid-up equity capital, the buyer’s existing stake, the proposed purchase or allotment, and the resulting shareholding after each step. For a staged deal, show the position after each tranche. For an indirect deal, also map the ownership chain above the NBFC.

Transaction	Calculation or issue	RBI approval position
A buyer acquires 2,60,000 out of 10,00,000 fully paid equity shares of equal face value	26% of the existing paid-up equity	Prior written approval applies under the shareholding test.
A buyer acquires 24% and later proposes to acquire another 3%, with no intervening capital change	The related purchases total 27%	Assess both purchases under the progressive-acquisition rule and obtain permission before implementing the step that triggers approval.
An NBFC with 10,00,000 fully paid equity shares issues 3,00,000 identical shares to a new investor	3,00,000 ÷ 13,00,000 = 23.08%	Use the enlarged capital base to calculate the resulting stake. Review connected transactions, control rights and category-specific rules.
An investor buys 20% and gains the right to appoint a majority of directors	The shareholding is below 26%, but the rights can confer control	Prior approval can apply under the separate control test.
A buyer acquires the holding company that controls the NBFC	The immediate shareholder may stay the same while ultimate control changes	Assess whether the deal transfers indirect control of the NBFC.

In the 24% plus 3% example, the parties should assess the entire plan before the first closing. If the first tranche also gives the buyer control, prior approval can be required at that stage. Where several purchasers or group entities are involved, document their ownership, relationships, prior acquisitions and contractual rights to understand how the steps fit together.

Three Separate RBI Approval Tests

Acquisition or Transfer of 26% or More

Paragraph 6(2) applies when a qualifying acquisition or transfer reaches 26% or more of paid-up equity capital. For example, if an investor acquires 28% while agreeing to retain the existing directors and management, the shareholding test can still require approval.

Takeover or Acquisition of Control

Paragraph 6(1) applies to a takeover or acquisition of control, whether or not the deal changes management. The RBI Directions adopt the definition of control in Regulation 2(1)(e) of the SEBI Takeover Regulations. Control can arise through direct or indirect rights to appoint a majority of directors or to direct management or policy decisions.

Review the share purchase agreement, shareholders’ agreement, voting arrangements and articles of association together. Rights over the annual budget, lending strategy or senior management appointments deserve particular attention. Their effect depends on their scope and how they operate together. This matters when a minority investor receives substantial governance rights or a buyer acquires control through a holding company.

Change in Management Involving More Than 30% of Directors

Paragraph 10 of the RBI NBFC Governance Directions, 2025 requires prior written permission for a management change that results in a change in more than 30% of directors, excluding independent directors. A director re-elected on retirement by rotation falls within a specific exception. Separate reporting obligations for changes in directors or management can still apply.

For example, replacing four out of ten non-independent directors amounts to a 40% change. This can trigger the management approval requirement even if the shareholding stays the same.

Exceptions and Category-Specific Rules

Buyback or Reduction of Capital

Paragraph 6(2) provides a limited exception when an existing shareholder’s stake goes beyond 26% because of a share buyback or capital reduction approved by a competent court. The resulting change must be reported to the RBI or National Housing Bank (NHB), as applicable, within one month of its occurrence.

This can happen when a company reduces its paid-up equity and an existing shareholder’s percentage rises because the overall capital base shrinks. Review the approval and the reason for the increase before relying on the exception. A negotiated purchase of shares is assessed under the ordinary acquisition rules.

Housing Finance Companies

For a housing finance company accepting or holding public deposits, paragraph 6(3) provides an additional threshold. A qualifying acquisition or transfer of 10% or more of paid-up equity capital by or to a foreign investor can require prior RBI approval.

Paragraph 8 also provides a specific public notice exception for a qualifying foreign-investor shareholding change of 10% or more but below 26% in such an HFC. Review any separate transfer of control and the conditions attached to the approval before setting the closing date.

NBFC-P2P Platforms

For an NBFC-P2P, the category-specific directions also cover share allotments that take an individual’s or group’s aggregate holding to 26% or more of paid-up capital. The calculation expressly considers direct, indirect and beneficial holdings, along with the prescribed holdings of connected persons or entities.

A shareholding change that gives the buyer the right to nominate a director is also a separate approval trigger for an NBFC-P2P. That right can matter even when the stake is below 26%.

Standalone Primary Dealers

For a Standalone Primary Dealer registered as an NBFC, paragraph 6(4) requires prior RBI approval for a change in its shareholding pattern or capital structure. Review the applicable SPD provisions before structuring the acquisition.

RBI Approval Process for an NBFC Acquisition

Step 1: Identify the Approval Requirements

Verify the target’s registration category, deposit-taking status, current shareholding and board composition. Then review the buyer’s ownership structure, existing stake, proposed acquisitions and the rights that take effect at signing, closing or after a later tranche.

The transaction documents should specify which steps are conditional on written RBI approval and completion of any applicable public notice period. In a staged acquisition, identify when each share transfer, allotment, board change or governance right will take effect.

For the filing steps after assessing the proposed share transfer, see our guide to RBI approval for an NBFC takeover.

Step 2: Prepare and File the PRAVAAH Application

Under paragraph 7, the target NBFC files the application through PRAVAAH on its letterhead. The prescribed information and documents include the following.

Particulars of the proposed shareholders in the format set out in Annex I
Details of the proposed shareholders’ sources of funds
Bankers’ reports on the proposed shareholders
The prescribed declarations about associations with unincorporated bodies accepting public deposits
The prescribed declarations about associations with companies whose applications for an RBI Certificate of Registration were rejected
The prescribed declarations concerning criminal cases, including cases under Section 138 of the Negotiable Instruments Act, 1881

Read more about: NBFC RBI Compliance.

Step 3: Publish the 30-Day Public Notice Where Required

Under paragraphs 8 to 10, the notice requirement applies to a covered transfer of ownership by sale of shares or a transfer of control, whether or not shares are sold. Where required, the notice must be published after obtaining RBI permission and at least 30 days before the transfer takes effect.

Publish the notice in at least one leading national newspaper and one leading local vernacular newspaper covering the location of the NBFC’s registered office. The NBFC and transferee may publish separately or jointly, as prescribed. The notice should describe the proposed transfer, identify the transferee and explain the reasons for the transaction.

For a pure fresh allotment, assess separately whether the issue also transfers control or otherwise falls within paragraph 8. The shareholding approval requirement and the public notice requirement have different wording.

Step 4: Complete the Transaction After Meeting the Conditions

Before closing, review the RBI approval letter and satisfy its conditions. If public notice applies, wait until the required period has elapsed before giving effect to the transfer. Then update the company’s shareholding and statutory records and complete any applicable company-law, foreign investment or securities filings.

If the buyer, funding structure, acquisition percentage or governance rights change before closing, compare the revised transaction with what the RBI approved. A material change may require further regulatory action.

After closing, the new management should review the NBFC’s ongoing RBI compliance, including its reporting calendar and the team responsible for each filing.

Additional Checks for Foreign Investors and Listed NBFCs

Foreign investment can require a separate FEMA review covering the entry route, sectoral conditions, pricing and reporting. The RBI Acquisition Directions also restrict new investors from or through FATF non-compliant jurisdictions from acquiring significant influence. Relevant fresh investments must remain below 20% in aggregate under both the existing voting-power test and the test that includes potential voting power. Convertible instruments and contingent voting rights can affect that calculation.

If the target is a listed NBFC, assess applicable SEBI takeover, open-offer and disclosure obligations separately. A transaction can require compliance under both the RBI directions and securities regulations.

Read Related Article: Difference Between FC-GPR and FC-TRS Filing.

What Happens if an NBFC Closes Before RBI Approval?

In an order dated 11 August 2026, the RBI imposed a Rs 1.80 lakh monetary penalty on Valuefin India Credit Services Private Limited for failing to obtain prior written permission for a qualifying shareholding change. The RBI identified the issue during correspondence concerning post-facto approval.

The case illustrates why the parties should check when ownership, control and management rights actually take effect. Applying after closing does not satisfy a requirement to obtain written permission before the transaction is implemented.

Conclusion

Start with the NBFC’s pre- and post-transaction shareholding tables and read them alongside the proposed governance rights and board changes. An acquisition of exactly 26% can trigger the shareholding test. A series of smaller purchases can reach the same threshold. A minority or upstream deal can independently trigger approval if it transfers control.

Once the approval requirements are clear, build them into the transaction timetable. Where public notice applies, schedule closing after the RBI grants written permission, the notice is published and the required notice period has elapsed.

Frequently Asked Questions (FAQ’s)

Q1. Is RBI approval required for exactly 26%?

Ans. Yes. Paragraph 6(2) covers a qualifying acquisition or transfer of 26% or more of the NBFC’s paid-up equity capital.

Q2. Does buying 25.99% avoid RBI approval?

Ans. A standalone purchase below 26% may fall outside the ordinary numerical trigger. Earlier acquisitions, control rights, management changes and category-specific rules can independently affect the approval requirement.

Q3. Does the 26% rule apply to a fresh issue of shares?

Ans. A fresh issue can result in a qualifying change in shareholding. Calculate the investor’s resulting stake using the enlarged paid-up equity capital, then consider previous holdings, related transactions, governance rights and category-specific rules.

Q4. Who files the RBI approval application?

Ans. The target NBFC files the application through PRAVAAH on its letterhead. The proposed shareholders provide the required particulars, sources-of-funds information, declarations and bankers’ reports.

Q5. Can the parties sign a share purchase agreement before RBI approval?

Ans. The parties can structure the agreement so that closing is conditional on obtaining the required approvals and completing any applicable notice period. Review the signing-stage provisions to ensure the buyer does not acquire control before permission is obtained.

Q6. Does the RBI have 30 days to approve an acquisition?

Ans. The 30-day period is the minimum public notice period for transactions covered by paragraph 8. It follows RBI permission and must elapse before the covered transfer takes effect.

Q7. Does the 26% rule apply to a non-deposit-taking NBFC?

Ans. Yes. The rule applies to covered non-deposit-taking NBFCs, including registered NBFC Investment and Credit Companies. Check the target’s RBI registration category for any additional requirements.

Q8. Can a share buyback take an existing holding above 26% without prior RBI approval?

Ans. A limited exception applies if the holding rises above 26% because of a buyback or capital reduction approved by a competent court. The change must still be reported to the RBI or NHB, as applicable, within one month.

Q9. Can RBI approval be required when the NBFC’s direct shareholder remains the same?

Ans. Yes. If a buyer acquires the parent company and gains indirect control of the NBFC, prior RBI approval can apply under the separate control test. This can happen even when the NBFC’s own share register remains unchanged.

Q10. Does a fresh share allotment always require a 30-day public notice?

Ans. Assess the allotment and the public notice requirement separately. A fresh allotment can trigger RBI approval under the shareholding test, while the notice requirement depends on whether the transaction involves a covered transfer of ownership or control.

Article last updated on : 11 Nov 2026.