RBI/2026-27/__
DOR.STR.REC.XX/ 21-04-177/2026-27

XX, 2026

Draft Reserve Bank of India (Non-Banking Financial Companies- Securitisation Transactions) Amendment Directions, 2026

Please refer to Reserve Bank of India (Non-Banking Financial Companies - Securitisation Transactions) Directions, 2025 (hereinafter referred to as 'the Directions').

2. On a review, and in exercise of the powers conferred by the Sections 45JA, 45K, 45L, 45M and 45MA of the Reserve Bank of India Act, 1934 (Act 2 of 1934), Sections 30A, 32 and 33 of the National Housing Bank Act, 1987, Sections 3, 31A and 6 of the Factoring Regulation Act, 2011 (Act 12 of 2012), the Reserve Bank being satisfied that it is necessary and expedient in the public interest so to do, hereby issues the Amendment Directions hereinafter specified.

3. The Amendment Directions modifies the Directions as under:

(1) Para 26 shall be substituted by the following:

The issuance, holding and subsequent transfer of securitisation notes under these Directions shall only be in a dematerialised form. The minimum ticket size shall be ₹ 1 Crore at the time of issuance as well as at any subsequent transfers. The agreement between originator and SPE should include a clause to this effect to ensure compliance to this condition, on an ongoing basis, by the SPE.

Explanation: Ticket size, for the purpose of these directions, refers to the size of investment by a single investor.

(2) Para 27 shall be substituted by the following:

An offer of securitisation notes shall be deemed to have been made to the public if the offer is made to a number of persons that meets or exceeds the limit prescribed by Regulation 21 of SEBI (Issue and Listing of Securitised Debt Instruments and Security Receipts) Regulations, 2008, as amended from time to time.

4. The above amendment shall come into force with effect from October 01, 2026.

(Vaibhav Chaturvedi)
Chief General Manager