PhonePe, Aditya Birla Finance Among Nine NBFCs Surrendering RBI Registration Certificates

The Reserve Bank of India (RBI) has recently reported that nine non-banking financial companies (NBFCs) have voluntarily surrendered their Certificates of Registration (CoR). This is part of a broader pattern of exits, cancellations, and regulatory clean-ups in the NBFC sector. 

In this article, we will explore what CoR surrender means, why NBFCs are choosing to exit, the regulatory implications, sector‐level effects, and how this fits into a longer-term trend of NBFC registrations being surrendered or cancelled over recent years.

What Is a CoR for an NBFC & Why It Matters?

An NBFC (Non-Banking Financial Company) in India must hold a Certificate of Registration (CoR) issued by the RBI under the Reserve Bank of India Act. The CoR authorises the company to carry out regulated NBFC functions: accepting deposits (if so permitted), lending, hire purchase, financial intermediation, and other related financial services.

Key aspects include:

• Legal Authority & Compliance: Holding CoR means being under RBI’s regulatory auspices, capital adequacy norms, reporting/filings, risk management, governance, audit obligations.
   
• Trust & Access: CoR gives legitimacy, for customers, counterparties, investors. Without CoR, the company can’t legally operate as an NBFC.
   
• Obligations & Liabilities: Registered NBFCs may have ongoing liabilities: depositors (if deposits are accepted), borrowers, vendors, etc. Exit or surrender doesn’t immediately absolve past liabilities.
   

When an NBFC surrenders its CoR, it is essentially opting out of the regulated NBFC business (though sometimes the entity continues in some other form, like a Core Investment Company or merging with another entity). The legal, financial, and regulatory responsibilities during and after surrender must be clearly managed.

Who Are the Nine, What Did RBI Say, and Why the Exits?

Recently, nine NBFCs submitted requests to surrender their CoRs. Key details:

• Among them are PhonePe Technology Services Pvt Ltd and Aditya Birla Finance.
   
• Reasons vary: corporate restructuring (e.g. amalgamation), exit from the NBFC business, corporations meeting criteria that allow them to qualify as unregistered Core Investment Companies (CICs), or ceasing to exist in legal form.
   
• RBI also announced that alongside these surrenders, 31 NBFCs had their CoRs cancelled. In some cases, registration was restored after appellate or judicial orders.

These exits are voluntary in many cases, but in some cases, they reflect the inability or lack of desire to comply with evolving regulatory requirements or changing business realities.

Regulatory & Legal Implications of Surrender & Cancellation

Surrendering CoR or having it cancelled entails several repercussions:

• Once CoR is surrendered / cancelled, the NBFC must stop transacting business as an NBFC under the RBI Act. (mint)
   
• Deposit-taking NBFCs (if any of the surrendering ones were) must ensure that depositors are appropriately repaid or transitioned. Customers and creditors must be protected.
   
• Legal entities ceasing to exist (via merger, strike-off) shift obligations/rights to successor entities or require winding up.
   
• The regulatory exit must ensure compliance with disclosure, settlement of liabilities, audit and financial reporting up to the exit date.
   
• For entities becoming CICs or similar, they may move to a lighter regulatory regime, but will still be subject to certain norms (e.g. disclosures).
   

These regulatory moves send a message to the NBFC sector: compliance is non-negotiable, and exit (voluntary or forced) is a possible path.

Subheading 4: Why Are NBFCs Choosing to Exit or Surrender?

Multiple factors seem to be pushing NBFCs toward surrendering CoR or having licenses cancelled:
 

• Rising regulatory burden: Increasing norms for capital, governance, risk, audit, reporting, etc., impose cost and complexity. For smaller NBFCs, this can be burdensome.
   
• Business model change: Some NBFCs are rethinking whether financial intermediation / credit / deposit functions are core to their strategy. Shifts like becoming investment holding companies, or CICs, or closing operations are seen.
   
• Amalgamation / consolidation: Mergers or absorption into larger entities reduce the need for multiple CoR-holding entities. Some NBFCs cease to exist as separate legal entities.
   
• Exit due to lack of profitability / market pressures: Credit risk, competition (from fintech, banks, digital lenders), funding costs, repayment pressures can make it hard for smaller NBFCs to sustain operations.
   
• Regulatory tightening & oversight: The RBI has been more active in scrutiny, cancelling registrations or refusing to renew where standards are not met. Some firms pre-emptively exit to avoid penalties or stricter enforcement.

Trend Over Time: Past Years of CoR Surrenders & Cancellations

To understand whether this is unusual, here are data points from past years showing numbers of NBFCs surrendering CoRs, and numbers having CoRs cancelled. This gives perspective: is RBI seeing more exits lately, or is this business as usual?

NBFC CoR Surrender & Cancellation Trends in Recent Years

Below are a few snapshots from recent RBI / media reports showing how many NBFCs surrendered their CoRs, and how mazny had their registration cancelled, in given time frames.
 

After reviewing this trend table, a few observations:
 

• There is consistent activity almost every few months: NBFCs are regularly surrendering CoRs or getting them cancelled. This is not a rare event.
   
• The number of cancellations often equals or exceeds the number of surrenders, showing that RBI is enforcing non-compliance or inactivity, not just passively accepting voluntary exits.
   
• The reasons for surrender are varied: exit from business, mergers/amalgamation, or conversion to less-regulated forms like CICs.
   
• The current period (Sep 2025) shows a relatively higher number of cancellations (31) compared to surrenders (9), which could indicate stronger regulatory enforcement or more failures to meet norms.

What This Means for the NBFC Sector & Financial Stability?
 

• Consolidation acceleration: Repeated exits may lead to a smaller number of stronger, better-complied NBFCs dominating the market. This could improve stability but reduce diversity.
   
• Regulatory risk rising: For NBFCs that are borderline (small, under-capitalised, or with weak governance), the risk of enforcement/cancellation is materially increasing. Boards and management will need to assess “keep or exit” options.
   
• Impacts on credit access in underserved areas: Some NBFCs serve niche/geographical/low-ticket credit segments—if they exit, those borrowers may lose access unless other players step in.
   
• Transparency & investor confidence: Frequent regulatory actions improve transparency; investors/lenders may demand better disclosures, risk management, governance. Could drive up compliance costs and operational burden.
   
• Regulatory environment tightening: RBI seems to be using its powers under Section 45-IA(6) of the RBI Act more actively, not just for cancellation but to ensure entities either maintain standards or exit.

Conclusion

The recent dozen or so NBFCs surrendering Certificates of Registration (and many more having them cancelled) are not isolated incidents, they are part of a discernible trend of exits, consolidations, and stronger regulatory enforcement in India’s NBFC universe. The nine recent ones are just the latest in a series of similar moves over the past year.

For NBFCs, the message is clear: regulatory compliance, legal entity status, clarity of business model (whether continuing as an NBFC or moving to CIC or merging), and sound governance are becoming ever more essential. For the sector, these moves may serve to weed out weak players and reduce systemic risk, but also pose challenges in maintaining credit access in regions or segments served by smaller, niche players.

As always, the way these exits are managed, payments or deposits protected, liabilities settled, transparent disclosures, will matter for financial stability and public trust. If you like, I can check whether there are regional patterns in these exits (states where NBFC exits are concentrated) or whether specific sub-sectors (microfinance, leasing, investment NBFCs) are more.

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