NBFC GUIDE · REGULATION

Scale-based regulation for NBFCs, explained

How RBI sorts NBFCs into Base, Middle, Upper and Top layers under the 2025 directions, and what moving up a layer means for the finance team, the board and the auditors.

By Regi Tom Antony, FCA, MBA (Australia), ACMA (UK), CGMA (USA), CISA (USA) · Former Group CFO/COO (OSRAM/Siemens, Westcon Group) · Published 4 November 2026

IN SHORT

Scale-based regulation (SBR) is RBI’s framework that regulates NBFCs according to their size, activity and risk. Under the Scale Based Regulation Directions, 2025, non-deposit NBFCs below ₹1,000 crore of assets sit in the Base Layer; deposit-taking NBFCs and those with assets of ₹1,000 crore or more sit in the Middle Layer; the Upper Layer is identified by RBI’s scoring model and always includes the ten largest NBFCs; and the Top Layer is meant to stay empty.

01 · THE BASICS

What is scale-based regulation?

RBI introduced scale-based regulation in 2021 so that small, low-risk NBFCs are not regulated like large, systemically important ones. In November 2025 it consolidated the framework into the Reserve Bank of India (Non-Banking Financial Companies – Registration, Exemptions and Framework for Scale Based Regulation) Directions, 2025, dated 28 November 2025.

The idea is proportionality: the larger and more interconnected the NBFC, the stricter the rules on capital, governance, concentration and disclosure.

02 · THE LAYERS

The four layers at a glance

LAYERWHO IS IN ITHOW YOU GET THERE
Base Layer (NBFC-BL)Non-deposit-taking NBFCs below ₹1,000 crore of assets; always includes NBFC-P2P, account aggregators, NOFHCs and NBFCs with neither public funds nor customer interfaceBy size and type
Middle Layer (NBFC-ML)All deposit-taking NBFCs; non-deposit NBFCs with assets of ₹1,000 crore or more; always standalone primary dealers and IDF-NBFCs. Deposit-taking NBFCs, core investment companies, infrastructure finance companies and housing finance companies are never in the Base LayerCrossing ₹1,000 crore, or by type
Upper Layer (NBFC-UL)NBFCs identified by RBI’s parametric scoring model (70% quantitative, 30% qualitative); the top 10 by asset size are always includedRBI identification each year, based on 31 March data
Top Layer (NBFC-TL)Ideally empty; used only if systemic risk from an Upper Layer NBFC rises substantiallyRBI decision, with a higher capital charge
Government-owned NBFCs are placed only in the Base or Middle Layer for now, not the Upper Layer.
03 · THE KEY TEST

How the ₹1,000 crore test works

  • Middle Layer status applies once assets reach ₹1,000 crore, whatever the balance sheet date.
  • Assets of NBFCs in the same group are added together to test the ₹1,000 crore threshold, and the statutory auditor certifies the group asset size each year.
  • Group consolidation does not apply to Upper Layer identification.

For a growing NBFC, the practical point is to plan the crossing a year ahead: board composition, risk and audit committees, ALM reporting and RBI’s statutory auditor appointment norms all change.

04 · CAPITAL

Minimum net owned fund and glide paths

NBFC TYPEMINIMUM NOFGLIDE PATH FOR EXISTING NBFCS
NBFC-ICC (investment and credit company)₹10 crore₹5 crore by 31 March 2025, ₹10 crore by 31 March 2027
NBFC-MFI₹10 crore₹7 crore by 31 March 2025, ₹10 crore by 31 March 2027
NBFC-Factor₹10 crore₹7 crore by 31 March 2025, ₹10 crore by 31 March 2027
NBFC-P2P, account aggregators, NBFCs without public funds or customer interface₹2 crore–
NBFC-IFC and IDF-NBFC₹300 crore–

An NBFC that misses the glide path loses eligibility to hold its Certificate of Registration, so the 31 March 2027 date belongs in the capital plan now.

05 · WHAT CHANGES

What moving up a layer means for finance teams

  • Governance: stronger board and committee structures, and policies the board actually reviews.
  • Reporting: more returns and disclosures, including ALM, and tighter timelines.
  • Audit: RBI’s NBFC Statutory Audit Directions, 2026 apply in full to NBFCs with assets of ₹1,000 crore or more (smaller non-deposit NBFCs may keep their existing procedure), including a three-year term and a one-year gap after non-audit services. Plan statutory audit readiness early.
  • Upper Layer: a board-approved implementation plan within three months of RBI’s advice and full compliance within 24 months; NBFCs then stay in the enhanced regime for at least five years.

A virtual CFO and head office internal audit can build these capabilities before RBI or the lenders ask for them. See NBFC CFO and internal audit.

QUESTIONS

Frequently asked questions

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What is scale-based regulation for NBFCs?

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Scale-based regulation is RBI’s framework that regulates NBFCs in layers according to size, activity and risk. It places NBFCs in the Base, Middle, Upper or Top Layer, with stricter requirements at each higher layer.
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What is the asset size limit for a Base Layer NBFC?

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A non-deposit-taking NBFC with assets below ₹1,000 crore is in the Base Layer, unless its type places it in the Middle Layer. Deposit-taking NBFCs, core investment companies, infrastructure finance companies and housing finance companies are never in the Base Layer.
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Which NBFCs are in the Middle Layer?

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All deposit-taking NBFCs, non-deposit NBFCs with assets of ₹1,000 crore or more, standalone primary dealers and IDF-NBFCs are in the Middle Layer.
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How does RBI identify Upper Layer NBFCs?

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RBI uses a parametric scoring model, weighted 70% on quantitative and 30% on qualitative parameters, applied each year to 31 March data. The ten largest NBFCs by asset size are always in the Upper Layer.
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Are group NBFC assets added together for scale-based regulation?

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Yes. Assets of NBFCs in the same group are consolidated to test the ₹1,000 crore Middle Layer threshold, and the statutory auditor certifies the group asset size each year. Group consolidation does not apply to Upper Layer identification.
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What is the minimum NOF for an NBFC-ICC by 2027?

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An NBFC-ICC must have a minimum net owned fund of ₹10 crore by 31 March 2027, after an interim ₹5 crore requirement by 31 March 2025.

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Regi Tom Antony & Associates is a firm of Chartered Accountants in Kochi, Kerala, practising since 1997. We act as virtual and fractional CFO to growing businesses in India, the GCC and overseas, and advise on NRI taxation and FEMA, SME IPOs, India entry for foreign companies, tax structuring, and family office and succession planning, alongside audit, tax and compliance.