Reserve Bank of India (Universal Banks - Licensing) Guidelines, 2025

भारतीय ररज़र्व बैंक RESERVE BANK OF INDIA RBI/DOR/2025-26/143 November 28, 2025 Reserve Bank of India (Universal Banks- Licensing) Guidelines, 2025 Table of Contents Chapter I: ‘On tap’ Licensing of Universal Banks in the Private Sector .......................... 3 A. Preamble ..................................................................................................................... 3 B. Definitions ................................................................................................................... 3 C. Guidelines ............................................................................................................... 5 C.1 Eligible Promoters .................................................................................................. 5 C.2 ‘Fit and Proper’ criteria ........................................................................................... 6 C.3 Corporate structure ................................................................................................ 6 C.4 Minimum voting equity capital requirements and pattern of shareholding in the bank .......................................................................................................................... 7 C.5 Regulatory framework ............................................................................................ 9 C.6 Foreign shareholding in the bank ......................................................................... 9 C.7 Corporate Governance, Prudential and Exposure norms ................................... 9 C.8 Business Plan for the bank .................................................................................. 10 C.9 Other conditions for the bank .............................................................................. 10 C.10 Additional conditions for NBFCs promoting / converting into a bank ........... 12 D. Procedure for application .................................................................................... 12 E. Procedure for RBI decisions ................................................................................... 13 Chapter II: Voluntary transition of Small Finance Banks to Universal Banks ............... 15 A. Background: ............................................................................................................. 15 B. Provisions ................................................................................................................. 15 Annex I ................................................................................................................................. 17 A. Additional information to be furnished by the Promoters along with relevant supporting documents ................................................................................................... 17 A.1 Existing Structure ................................................................................................. 17 A.2 Proposed Structure ............................................................................................... 17 A.3 Project Report ....................................................................................................... 18 A.4 Any other information ........................................................................................... 19 Appendix I ............................................................................................................................ 20 Self-declaration from the main individual promoter of the promoter group ............. 20Undertaking ..................................................................................................................... 22 Form I ............................................................................................................................... 23 Form II .............................................................................................................................. 24 Form III ............................................................................................................................. 25 Form IV ............................................................................................................................. 26 Form V .............................................................................................................................. 27 Form VI ............................................................................................................................. 28 Form VII ............................................................................................................................ 29 Form VIII ........................................................................................................................... 30 Form IX ............................................................................................................................. 31 Appendix II ........................................................................................................................... 32 Appendix III .......................................................................................................................... 33 Form X .............................................................................................................................. 35 Form XI ............................................................................................................................. 36 2Chapter I: ‘On tap’ Licensing of Universal Banks in the Private Sector A. Preamble The Reserve Bank of India (RBI) had issued guidelines for licensing of new banks in the private sector on February 22, 2013. Reserve Bank issued in-principle approval to two applicants and they have since established the banks as per the licences. Subsequently, recognising the need for an explicit policy on banking structure in India in line with the recommendations of the Narasimhan Committee, the Raghuram G. Rajan Committee, and other viewpoints, the Reserve Bank released a policy discussion paper on Banking Structure in India – The Way Forward on August 27, 2013. The discussion paper advocated reviewing the prevailing ‘Stop and Go’ licensing policy and shift towards a policy of ‘continuous authorisation’ noting that such a framework would increase the level of competition and bring new ideas in the system. The feedback on the discussion paper broadly endorsed the proposal of continuous authorization, subject to adequate safeguards. Further, the first Bi-monthly Monetary Policy Statement 2014-15 announced on April 1, 2014, inter alia, indicated that after issuing in-principle approval for new licences, the Reserve Bank would work on the framework for ‘on tap’ licensing as well as differentiated bank licences, building on the Discussion Paper and the learning from the recent licensing process. Based on the experience of licensing two universal banks in 2014 and that of granting in-principle approvals for Small Finance Banks and Payments Banks, the Reserve Bank released the ‘Draft Guidelines for ‘on tap’ Licensing of Universal Banks in the Private Sector’ on May 5, 2016 for comments. After carefully examining the comments/ suggestions received, RBI finalised and released the new framework on August 01, 2016, for granting licences for universal banks on a continuous basis. These guidelines have been updated with revised instructions in this area. B. Definitions 1. ‘Promoter’ means, the person who together with his relatives [as defined in Section 2 (77) of the Companies Act, 2013 and Rules made there under], by virtue of his ownership of voting equity shares, will be/ is in effective control of the bank / NOFHC, and includes, wherever applicable, all entities which form part of the Promoter Group. 3Explanation: The term ‘effective control’ means any arrangement whether in the form of shareholding or agreement or otherwise, which enables exercise of control. 2. ‘Promoting entity’ means the entity that promotes the bank. 3. ‘Promoter Group’ includes: A. the promoter; B. relatives of the promoter [as defined in Section 2 (77) of the Companies Act, 2013 and Rules made there under]; and C. in case promoter is a body corporate: (i) a subsidiary or holding company of such body corporate; (ii) any body corporate in which the promoter holds ten per cent or more of the equity share capital or which holds ten per cent or more of the equity share capital of the promoter; (iii) any body corporate in which a group of individuals or companies or combinations thereof which hold twenty per cent or more of the equity share capital in that body corporate also holds twenty per cent or more of the equity share capital of the promoter; (iv) Joint venture/Associate (as defined in terms of Ind AS 28) with the promoter; (v) Related party (as defined in terms of Ind AS 24) of the promoter; and D. in case the promoter is an individual: (i) any body corporate in which ten per cent or more of the equity share capital is held by the promoter or a relative of the promoter or a firm or Hindu Undivided Family in which the promoter or any one or more of his immediate relative is a member; (ii) any body corporate in which a body corporate as provided in (4) (i) above holds ten per cent or more, of the equity share capital; (iii) any Hindu Undivided Family or firm in which the aggregate shareholding of the promoter and his immediate relatives is equal to or more than ten per cent of the total; and E. all persons who are declared as promoters in the Articles of Association of the bank/ group companies. 4F. all persons whose shareholding is aggregated for the purpose of disclosing in the prospectus (As per SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2018) under the heading "shareholding of the promoter group"; G. Entities sharing a common brand name with entities discussed in (C) (i), (C) (ii), (C) (iii), (C) (iv), (C) (v), where the promoter is a body corporate and (D) (i), (D) (ii), (D) (iii) where the promoter is an individual; Provided that a financial institution, scheduled commercial bank, foreign institutional investor or mutual fund shall not be deemed to be promoter group merely by virtue of the fact that ten per cent or more of the equity share capital of the promoter is held by such institution unless such investment is strategic in nature. 4. ‘Shell bank’ has the same meaning as stated in Reserve Bank of India (Commercial Banks – Know Your Customer) Directions, 2025. 5. ‘Significant Beneficial Owner’ has the same meaning as stated in Companies (Significant Beneficial Owners) Rules, 2018. C. Guidelines C.1 Eligible Promoters 6. Individuals / professionals who are residents [as defined in FEMA Rules and Regulations, as amended from time to time] having 10 years of experience in banking and finance at a senior level would be eligible to promote banks, singly or jointly. 7. Entities / groups in the private sector that are ‘owned and controlled by residents’ [as defined in FEMA Rules and Regulations, as amended from time to time] and have a successful track record for at least 10 years, provided that if such entity / group has total assets of ₹5000 crore or more, the non-financial business of the group does not account for 40% or more in terms of total assets / in terms of gross income. 8. Existing non-banking financial companies (NBFCs), that are ‘controlled by residents’ [as defined in FEMA Rules and Regulations, as amended from time to time], and that have a successful track record for at least 10 years will be eligible to convert into a bank or promote a new bank. For the sake of clarity, it is added here that any NBFC, which is a part of the group that has total assets of ₹5000 5crore or more and that the non-financial business of the group accounts for 40% or more in terms of total assets / in terms of gross income, is not eligible. If considered eligible for promoting / converting into a bank, they will have to comply with the requirements laid down in these guidelines as also the conditions specified in paragraphs 35 to 38 below. 9. Entities conforming to definition of Shell bank are not eligible to promote/set up banks in India. 10. Small Finance Banks, which are desirous of voluntarily transiting into Universal Bank, shall be guided by Chapter II of this Guidelines. C.2 ‘Fit and Proper’ criteria 11. The Promoters / Promoter Groups should be ‘fit and proper’ in order to be eligible to promote banks. RBI would assess the ‘fit and proper’ status of the applicants on the basis of the following criteria: (1) Where promoters are individuals (i) Each of the Promoters should have a minimum 10 years of experience in banking and finance at a senior level. (ii) The Promoters should have a past record of sound credentials and integrity. (iii) The Promoters should be financially sound and should have a successful track record for at least 10 years. (2) Where promoters are entities / NBFCs (i) The promoting entity / promoter group should have a minimum 10 years of experience in running its / their businesses. (ii) The promoting entity and the promoter group should have a past record of sound credentials and integrity. (iii) The promoting entity and the promoter group should be financially sound and should have a successful track record for at least 10 years. (iv) Preference will be given to promoting entities having diversified shareholding. C.3 Corporate structure 12. Structure without NOFHC (1) In the case of promoters being individuals or standalone promoting / converting entities who / which do not have other group entities, the requirement of Non- 6Operative Financial Holding Company (NOFHC) is not mandatory and such promoters would have the option of setting up / converting into a banking company under the Companies Act, 2013. However, in case other group entities are proposed to be established after the bank is incorporated, the bank should move to the NOFHC structure. (2) In case the proposal is for setting up / conversion into a bank, any change in shareholding within the promoting / converting entity from the date of application to the RBI as a result of which a shareholder acquires or transfers five per cent or more of the voting equity capital of the promoting / converting entity, shall be reported to the RBI. 13. Structure with NOFHC (1) In case the individual promoters / promoting entities / converting entities have other group entities, the bank shall be set up only through a NOFHC. The bank shall be guided by the instructions contained in Reserve Bank of India (Non- Operative Financial Holding Company) Directions, 2025. C.4 Minimum voting equity capital requirements and pattern of shareholding in the bank 14. Minimum Capital and Other Requirements (1) The initial minimum paid-up voting equity share capital/ net worth for a bank shall be ₹1,000 crore. Thereafter, the bank shall have a minimum net worth of ₹1,000 crore at all times. (2) In cases of conversion of NBFCs into banks, the converting entity, and thereafter the bank, shall have a minimum net worth of ₹1,000 crore at all times. (3) The bank shall be required to maintain a minimum capital adequacy ratio of 13 per cent of its risk weighted assets (RWA) for a minimum period of three years after the commencement of its operations subject to any higher percentage as may be prescribed by RBI from time to time. The NOFHC shall maintain capital adequacy on a consolidated basis as per Basel norms applicable to the entity. (4) The bank shall get its shares listed on the stock exchanges within six years of the commencement of business by the bank. (5) The capital requirements for the regulated financial services entities held by the NOFHC shall be as prescribed by the respective sectoral regulators. 715. Pattern of Shareholding (1) The promoter/s and the promoter group / NOFHC, as the case may be, shall hold a minimum of 40 per cent of the paid-up voting equity share capital of the bank which shall be locked-in for a period of five years from the date of commencement of business of the bank. (2) If the existing entities have diluted the promoter shareholding to below 40 per cent, but above 26 per cent, due to regulatory requirements or otherwise, RBI may not insist on the promoters’ minimum initial contribution and the lock-in period of five years will apply to 26 per cent promoter shareholding. (3) In the event of the bank raising further voting equity share capital during the first five years from the date of commencement of business, the promoter/s and promoter group / NOFHC should continue to hold 40 per cent of the enhanced voting equity share capital of the bank for a period of five years from the date of commencement of business of the bank. (4) The shareholding by promoter/s and promoter group / NOFHC shall be brought down to 26 per cent of the paid-up voting equity share capital of the bank within a period of 15 years. (5) At the time of issue of licences, the promoter shall submit a dilution schedule, which will be examined and approved by the RBI. The progress in achieving these agreed milestones must be periodically reported by the banks and will be monitored by RBI. (6) Whether a promoter ceases to be a promoter or could exit from the bank, after completing the lock-in period of five years, would depend on the RBI's regulatory and supervisory comfort / discomfort and SEBI regulations in this regard at that time. Also, a person or entity belonging to the Promoter Group cannot be replaced during the lock-in-period. (7) Voting equity capital, other than the holding by promoter/s and promoter group / NOFHC, could be raised through public issue or private placements. The limits on shareholding, as prescribed in Annex-I of the Reserve Bank of India (Commercial Banks – Acquisition and Holding of Shares or Voting Rights) Directions, 2025 shall be applicable. Accordingly, individuals and companies, directly or indirectly connected with large industrial houses are permitted to participate in the equity of a new private sector bank up to 10 per cent and shall not have controlling interest in the bank. However, such shareholders shall not 8have any Director on the Board of the bank on account of shareholder agreements or otherwise. C.5 Regulatory framework 16. The bank shall be governed by the provisions of the Banking Regulation Act, 1949, Reserve Bank of India Act, 1934, Foreign Exchange Management Act, 1999, Payment and Settlement Systems Act, 2007, Credit Information Companies (Regulation) Act, 2005, Deposit Insurance and Credit Guarantee Corporation Act, 1961, other relevant Statutes and the Directives, Prudential regulations and other Guidelines / Instructions issued by RBI and other regulators from time to time, including the regulations of SEBI regarding public issues and other guidelines applicable to listed banking companies. C.6 Foreign shareholding in the bank 17. The foreign shareholding in the bank would be as per the extant FDI policy, subject to paragraph 15 above. C.7 Corporate Governance, Prudential and Exposure norms 18. For a standalone bank without NOFHC (1) Corporate governance and prudential norms (i) The bank shall comply with the provisions of Banking Regulations Act, 1949. (ii) The bank shall comply with the extant regulatory guidelines on corporate governance including ‘fit and proper’ criteria, Nomination Committee, Remuneration Committee, prudential norms on income recognition and asset classification, valuations of investments, liquidity management, etc. (2) Exposure norms (i) In addition to the restrictions placed on banks’ loans and advances to its directors and the companies in which its directors are interested under Section 20 of the Banking Regulation Act, 1949, the bank is precluded from having any exposure (including investments in the equity / debt capital instruments) to its promoters, shareholders who have shareholding of 10 per cent or more of paid-up equity shares in the bank, the relatives [as defined in Section 2 (77) of the Companies Act, 2013 9and Rules made there under] of the promoters as also the entities in which they have significant influence or control (as defined under Accounting Standards Ind AS 28 and Ind AS 110). (ii) The bank cannot invest in the equity of other NOFHCs. (iii) The bank’s investments in equity / debt capital instruments of other banks / financial institutions and debt capital instruments of other NOFHCs should be guided by the extant cross holding norms. (iv) The bank’s permissible exposures will be as per extant exposure norms. 19. For a bank with NOFHC (1) In case the group structure envisages creation of an NOFHC, the NOFHC, the bank held under NOFHC and financial entities (other than bank) held by the NOFHC shall comply with the applicable corporate governance guidelines, prudential norms and exposure norms on a solo as well as consolidated basis as indicated in Reserve Bank of India (Non-Operative Financial Holding Company) Directions, 2025. Further, the financial entities held by the NOFHC will be governed by the applicable statutes and regulations prescribed by the respective financial sector regulators. C.8 Business Plan for the bank 20. Applicants for new bank licences will be required to furnish their business plans for the banks along with their applications. 21. The business plan submitted by the applicant should be realistic and viable. In case of deviation from the stated business plan after issue of licence, RBI may consider restricting the bank’s expansion, effecting change in management and imposing other penal measures as may be necessary. 22. The business plan will have to address how the bank proposes to achieve financial inclusion. The business plan should comprise of a project report covering various aspects as indicated in Annex I. C.9 Other conditions for the bank 23. The bank should be “controlled by residents” (as per FEMA, 1999 and as amended from time to time) at all times. 24. The composition of the Board of the bank should comply with the provisions of the Banking Regulation Act, 1949 and the instructions issued by RBI from time to time 10in this regard. The Board of the bank should have a majority of independent directors, as defined in the Companies Act, 2013). Explanation: However, a director of the promoter entity being also a director on the Board of the bank will not be considered as independent director of the bank. 25. Any acquisition of shares / compulsorily convertible debentures / bonds / voting rights which will take the aggregate holding of an individual / entity / group to the equivalent of five per cent or more of the paid-up equity capital or the total voting rights of the bank, will require prior approval of RBI. 26. The bank shall maintain arm’s length relationship with Promoter / Promoter Group entities, and the major suppliers and major customers of these entities. Explanation: Major suppliers and major customers of the promoter group would mean dealings with whom constitute 10 per cent or more of the annual purchases or sales or both taken together. 27. In taking a view on whether an entity belongs to or is linked / related to the Promoter or Promoter entities, RBI will be guided by the provisions of the Banking Regulation Act, 1949, Accounting Standards and other related factors. The decision of the RBI in the matter will be final. 28. The bank shall comply with the priority sector lending targets and sub-targets as applicable to the existing domestic banks. For this purpose, the bank should build its priority sector lending portfolio from the commencement of its operations. 29. The bank shall open at least 25 per cent of its branches in unbanked rural centres (population up to 9,999 as per the latest census) to avoid over concentration of their branches in metropolitan areas and cities which are already having adequate banking presence. RBI will, over time, define the mode of delivering banking services that qualifies as rural presence. 30. The bank should be fully networked and technology driven from the beginning with all modern infrastructural facilities. 31. The bank should have a high powered Customer Grievances Cell to handle customer complaints. 32. Compliance with terms and conditions laid down by RBI is an essential condition of grant of licence. Any non-compliance will attract penal measures including cancellation of licence of the bank. 1133. In view of increasing emphasis on stringent prudential norms, transparency, disclosure requirements, banks need to have strength and efficiency to work profitably in a highly competitive environment. 34. Banking being a highly leveraged business, licences shall be issued on a very selective basis to those who conform to the above requirements, who have an impeccable track record and who are likely to conform to the best international and domestic standards of customer service and efficiency. Therefore, it may not be possible for RBI to issue licences to all the applicants just meeting the eligibility criteria prescribed above. C.10 Additional conditions for NBFCs promoting / converting into a bank 35. The Promoters / Promoter Groups with an existing NBFC (that is ‘controlled by residents’ [as defined in FEMA Rules and Regulations as amended from time to time]), if considered eligible for a bank licence, will have two options: (1) Promote a bank, or (2) Convert the NBFC into a bank. 36. Under both the options, the NOFHC / the bank or both, as the case may be, should comply with all the requirements laid down in the guidelines. 37. Further, under both the options, the Promoters will have to set up a NOFHC if they have other entities in their group. The NOFHC and the bank set up under it should comply with all the requirements laid down in the guidelines. 38. RBI will consider allowing retaining existing branches of the NBFC which is converting into a bank, as bank branches, with prior approval and subject to conformity / compliance with the extant guidelines on branch authorization. D. Procedure for application 39. In terms of Rule 11 of the Banking Regulation (Companies) Rules, 1949 applications shall be submitted through PRAVAAH in the prescribed form (Form III). In addition, the applicants should furnish the requisite information as per the Annex I. The applicant should also furnish a plan and methodologies they would adopt to comply with all the requirements of the guidelines. After the ‘in- principle approval’ is accorded by RBI for setting up of a bank, the Promoters/Promoter Group will have to comply with all the requirements within 18 12months from the date of in-principle approval or as on the date of commencement of operations whichever is earlier. Applications submitted without the required information will not be entertained. 40. Applications for setting up banks in the private sector, along with other details as mentioned above, should be addressed to: The Chief General Manager, Department of Regulation, Reserve Bank of India, Central Office, Central Office Building, Shahid Bhagat Singh Road, Mumbai-400001 41. The licensing window will be open on-tap. As such, applications in the prescribed form along with requisite information could be submitted to RBI at any point of time, as desired by the applicant. E. Procedure for RBI decisions 42. At the first stage, the applications will be screened by RBI to assess the eligibility of the applicants vis-à-vis the criteria laid down in the guidelines. RBI may apply additional criteria to determine the suitability of applications, in addition to the ‘fit and proper’ criteria prescribed in Paragraph 11. Thereafter, the applications will be referred to a Standing External Advisory Committee (SEAC) to be set up by RBI. 43. The SEAC will comprise of eminent persons with experience in banking, financial sector and other relevant areas. The tenure of the SEAC will be for three years. 44. The SEAC will set up its own procedures for screening the applications. The SEAC will meet periodically, as and when required. The Committee will reserve the right to call for more information as well as have discussions with any applicant/s and seek clarification on any issue as may be required by it. The Committee will submit its recommendations to RBI for consideration. 45. The Internal Screening Committee (ISC), consisting of the Governor and the Deputy Governors will examine all the applications. The ISC will also deliberate on the rationale of the recommendations made by the SEAC and then submit its recommendations to the Committee of the Central Board (CCB) of RBI for the final decision to issue in-principle approval. 1346. The validity of the in-principle approval issued by RBI will be 18 months from the date of granting in-principle approval and would thereafter lapse automatically. Therefore, the bank will have to obtain the licence within a period of 18 months of granting the in-principle approval. 47. After issue of the in-principle approval for setting up of a bank, if any adverse features are noticed subsequently regarding the Promoters or the companies / entities with which the Promoters are associated and the group in which they have interest, the RBI may impose additional conditions and if warranted, it may withdraw the in-principle approval. 48. In order to ensure transparency, the names of the applicants for bank licences will be placed on the RBI website periodically. The names of applicants that are found suitable for grant of in-principle approval will also be placed on the RBI website. 49. An applicant who has not been found suitable for issue of licence will be advised of the Reserve Bank’s decision. Such applicants will not be eligible to make an application for a banking licence for a period of three years from the date of that decision. 50. Applicants aggrieved by the decision of the Committee of the Central Board can prefer an appeal against the decision to the Central Board of Directors, within one month from the date of receipt of communication from RBI relating to the application not being considered as at paragraph 49 above. 14Chapter II: Voluntary transition of Small Finance Banks to Universal Banks A. Background: The small finance bank may continue as a differentiated bank. However, if it aspires to transit into a universal bank, such transition will not be automatic and will require an application to the RBI for conversion. Such conversion shall be subject to the SFB’s fulfilling minimum paid-up capital/ net worth requirement as applicable to Universal Banks, satisfactory track record of performance as an SFB for a minimum period of five years and RBI’s due diligence exercise. In this regard, the instructions, in exercise of the powers conferred on the Reserve Bank of India under Section 22 (1) of the Banking Regulation Act, 1949, was issued on April 26, 2024. B. Provisions 51. The eligibility criteria for an SFB to transition into a Universal bank will be as follows: (1) scheduled status with a satisfactory track record of performance for a minimum period of five years; (2) shares of the bank should have been listed on a recognised stock exchange; (3) having a minimum net worth of ₹1,000 crore as at the end of the previous quarter (audited); (4) meeting the prescribed CRAR requirements for SFBs; (5) having a net profit in the last two financial years; and (6) having GNPA and NNPA of less than or equal to 3% and 1% respectively in the last two financial years. 52. The following conditions shall be applicable with regard to shareholding pattern: (1) There is no mandatory requirement for an eligible SFB to have an identified promoter. However, the existing promoters of the eligible SFB, if any, shall continue as the promoters on transition to Universal Bank. (2) Addition of new promoters or change in promoters shall not be permitted for an eligible SFB while transitioning to Universal Bank. (3) There shall be no new mandatory lock-in requirement of minimum shareholding for existing promoters in the transitioned Universal Bank. 15(4) There shall be no change to the promoter shareholding dilution plan already approved by the Reserve Bank. (5) The eligible SFBs having diversified loan portfolio will be preferred. 53. The eligible SFB shall be required to furnish a detailed rationale for such transition. The application for transition from SFB to Universal Bank shall be assessed in accordance with the Chapter I of this Guideline. Further, on transition the bank shall be subjected to all the norms including NOFHC structure (as applicable) as per the Reserve Bank of India (Non-Operative Financial Holding Company) Directions, 2025. 54. The eligible SFB may submit its application for transition to Universal Bank, through PRAVAAH, in the prescribed form (Form III) in terms of Rule 11 of the Banking Regulation (Companies) Rules, 1949, along with other requisite documents, addressed to The Chief General Manager, Department of Regulation, Reserve Bank of India, Central Office, Central Office Building, Shahid Bhagat Singh Road, Mumbai - 400001. 16Annex I A. Additional information to be furnished by the Promoters along with relevant supporting documents A.1 Existing Structure 1. Information on the individual promoters behind the group: 1) Self-declaration by the individual promoters as per Appendix I. 2) Detailed profiles on the background and experience of the individual promoters, his/their expertise, track record of business. 2. Information on entities in the promoter group: 1) Names and details of other entities in the promoter group as per Appendix II (if not covered in Appendix I). 2) Shareholding pattern of all the entities in the promoter group along with the details of their Significant Beneficial Owners. 3) A pictorial organogram indicating the corporate structure of all the entities in the group indicating the shareholding and total assets of the entities. 4) Annual reports of the past five years of all the group entities. 3. Information on the promoting / converting entity: 1) Declaration by the promoting / converting entity as per Appendix III. Information related to the main individual promoter/ significant beneficial owner behind the promoting/ converting entity as per Appendix I and Appendix II. 2) Shareholding pattern of the promoting / converting entity. 3) Memorandum and Articles of Association and financial statements of the promoter entity for the past five years (including a tabulation of important financial indicators for the said years), board composition and representation of the Directors over a period of ten years, income tax returns for last three years, C.A certificate indicating source of funds for promoting / converting entity. A.2 Proposed Structure 4. The applicants should furnish detailed information about the persons/entities, who would subscribe to five per cent or more of the paid-up equity share capital 17(shareholding pattern) of the proposed bank/ NOFHC, including foreign equity participation in the proposed bank/ NOFHC as per the Form A of the Reserve Bank of India (Commercial Banks – Acquisition and Holding of Shares or Voting Rights) Directions, 2025. Also, the sources of capital of the above major shareholders along with details regarding their significant beneficial ownership, if any, shall be furnished as per the aforesaid directions. 5. The proposed promoter shareholding and plan for dilution of promoter shareholding in compliance with the guidelines. 6. Proposed management of the bank, if finalized. A.3 Project Report 7. A project report covering business potential and viability of the proposed bank, any other financial services proposed to be offered, plan for compliance with prudential norms on CRR/SLR, composition of loan portfolio, priority sector, etc. as per the guidelines, and any other information that they consider relevant. The project report should give as much concrete details as feasible, based on adequate ground level information and avoid unrealistic or unduly ambitious projections. The business plan should address how the bank proposes to achieve financial inclusion and in the case of an NBFC applicant, how the existing lending business will fold into the bank or divested / disposed of. Explanation 1: Business plan should, inter alia, include (but not limited to), the underlying assumptions, the existing infrastructure/ network/ branches, and the proposed product lines, target clientele, target locations, usage of technology, risk management, plans relating to human resources, branch network, alternative points of presence, opening of branches in unbanked rural areas, priority sector compliance, financial projections for five years, etc Explanation 2: In case of NBFC applicants, information on existing CRR / SLR requirement, projected CRR / SLR requirement and plan for compliance with statutory norms on CRR / SLR may be given. 18A.4 Any other information 8. The Promoters may furnish any other relevant information and documents supporting the applications. Further, the RBI may call for any other additional information, as may be required, in due course. 19Appendix I Self-declaration from the main individual promoter of the promoter group The applicant’s name: S. No Aspect Remarks 1. Name of the main individual promoter (including previous names, if any)1 2. Details of bio-data Form 1 3. Proposed shareholding amount and percentage of shareholding in the bank 4. Net worth of the main individual promoter (duly certified by a CA) 5. Average income over last 5 years 6. Source of funds for the proposed shareholding in the bank (Duly certified by the Chartered Accountant) 7. Name of the Hindu Undivided Family (HUF) in which the main individual promoter is a member/karta along with its proposed shareholding in the bank (in Rs. and %) 8. List of entities in which the HUF is holding 10% or more of the equity share capital along with the Form II percentage of shareholding 1. List of relatives of the main individual promoter with relationship (Refer Section 2 (77) of the Form III Companies Act, 2013 and Rules made there under) and their proposed shareholding / voting rights in the bank 1 If there are more than one individual promoter in the group, separate declaration forms are to be submitted 202. List of persons acting in concert (as defined in explanation1(a) to section 12 B of Banking Form IV Regulation Act, 1949) with the main individual promoter and their proposed shareholding / voting rights in the bank 3. List of associate enterprises (as defined in explanation1(c) to section 12 B of Banking Regulation Form V Act, 1949) and their proposed shareholding / voting rights in the bank 4. List of entities in which the main individual promoter is holding 10% or more of the capital of such Form VI entities and their proposed shareholding / voting rights in the bank 5. List of entities, if any, in which the main individual promoter is considered as being interested Form VII [Refer Section 184 of Companies Act, 2013] and their proposed shareholding / voting rights in the bank 6. List of entities in which the entities named in 1, 7 to 13 above collectively are holding 10% or more Form VIII of the equity share capital of that entity 7. List of entities in which persons / entities named in 1, 7 to 14 above have individually or collectively Form IX divested their shareholding in the past 5 years 8. Aggregate proposed shareholding of the entities named in 1 & 7 to 15 above in the bank (Rs. and %) 9. Source of funds for the entities named in 1 &7to 15 above for the proposed aggregate shareholding in the bank (Duly certified by the Chartered Accountant) 10. In case of having voting rights alone in the bank, the details of agreement with the shareholder in brief 11. If the person / entity listed in 1 & 7 to 15 above is a member of a professional association / body, details of disciplinary action, if any, pending or commenced or resulting in conviction in the past against him / her or whether he / she has been banned from entry of at any profession / occupation at any time 12. Has the person / entity listed in 1 & 7 to 15 above been subject to any investigation at the instance of Government department or agency? 13. Details of prosecution, if any, pending or commenced or resulting in conviction in the past against person / entity listed in 1 & 7 to 15 above for violation of economic laws and regulations 14. Details of criminal prosecution, if any, pending or commenced or resulting in conviction in the past against the person / entity listed in 1 & 7 to 15 above 15. Has the person / entity listed in 1 & 7 to 15 above at any time been found guilty of violation of rules / regulations / legislative requirements by customs / excise / income tax / foreign exchange / other revenue authorities, if so give particulars 2116. Whether the person / entity listed in 1 & 7 to 15 above has at any time come to the adverse notice of any regulator/investigative agency including issuance of Show Cause Notice. (Though it shall not be necessary for a person to mention in the column about orders and findings made by regulators which have been later on reversed / set aside in toto, it would be necessary to make a mention of the same, in case the reversal / setting aside is on technical reasons like limitation or lack of jurisdiction, etc., and not on merit. If the order of the regulator is temporarily stayed and the appellate / court proceedings are pending, the same also should be mentioned). 17. Whether the person / entity listed in 1 & 7 to 15 above has been convicted for any offence under any legislation designed to protect members of the public from financial loss due to dishonesty, incompetence or malpractice. 18. Details of shareholding / voting rights of the person / entity listed 1 &7 to 15 above in other banks and other institutions in the financial sector 19. Details of representation of the individual promoter on the Boards of other banks and other institutions in the financial sector 20. Income Tax returns of the individual promoter for last three years (if already submitted with the application, the same may be mentioned) 21. List of major entities listed in 7 to 15 above (covering at least 50% of the group’s total assets or total revenue) 22. Audited annual reports of the entities listed in 29 above should be submitted for the last five years (if already submitted with the application, the same may be mentioned) 23. Any other explanation / information Undertaking I confirm that the above information is to the best of my knowledge and belief, true and complete. I undertake to keep the bank fully informed, as soon as possible, of all events which take place subsequent to submission of this declaration which are relevant to the information provided above. Signature and stamp of the individual promoter Place: Date : 22Form I Bio-data details of the main individual promoter of the group Name of the person (including previous names, if any) Date of birth Father’s name PAN no. DIN no. Present Address Permanent Address Citizenship/Residential Status as per FEMA Occupation Income tax circle to which the individual belongs Bank, branch and account number (including credit facilities and non- fund based facilities availed) Details of experience in banking and finance Details of experience in other fields 23Form II Entities in which the HUF is holding 10% or more of the equity share capital Name Relationship Date of Nature Registere PA TA CI Income Name of Registratio Bank, As on March Proposed of the with the incorporatio of d Office N N N tax the n details in branch 31, shareholdin entity individual n busines address no. No. no. circle regulato case the and ---- g in the * promoter s to r entity is account bank along with which number activity regulated Total Total In Rs. In % the (includin by SEBI asset revenu % of entity g credit s (Rs. e (Rs. shareholdin belong facilities in in g, if any s to and non- crore) crore) fund based facilities availed) *(including previous names, if any) 24Form III Details of the relatives (Refer Section 2 (77) of the Companies Act, 2013 and Rules made there under) of main individual promoter behind the group S.No. Name of the Relationship Date of Residential Father’s PAN no. DIN no. Income Proposed person* with main birth status as name tax circle shareholding in the individual per FEMA to which bank promoter the In Rs. In % individual belongs to *(including previous names, if any) 25Form IV Details of the persons acting in concert (as defined in explanation 1(c) to section 12 B of Banking Regulation Act, 1949) with the individual promoter of the group S.No. Name of Date of Nature of Residential Father’s PAN no. DIN no. Income Proposed shareholding the birth Relationship status as per name tax circle in the bank person* with the FEMA to which individual the In Rs. In % promoter individual belongs to *(including previous names, if any) 26Form V Details of associate enterprises (as defined in explanation1(a) to section 12 B of Banking Regulation Act, 1949) of the individual promoter Name Relationship Date of Nature of Registered PAN TAN CIN Income Name of Registration Bank, As on March 31, Proposed of the with the incorporation business Office no. No. no. tax the details in branch -- shareholding entity* individual activity address circle regulator case the and -- in the bank promoter to entity is account which regulated number along with% Total Total In Rs. In the by (including of assets revenue % entity SEBI credit shareholding (Rs. in (Rs. in belongs facilities is any crore) crore) to and non- fund based facilities availed) *(including previous names, if any) 27Form VI Details of entities in which the individual promoter is holding 10% or more of the capital of such entities Name Percentage Date of Nature Registere PA TA CI Incom Name of Registratio Bank, As on March Proposed of the of incorporatio of d Office N N N e tax the n details in branch 31, -- shareholdin entity shareholdin n busines address no. No. no. circle regulato case the and -- g in the to entity is account * g by the s r bank which regulated number individual activity Total Total In Rs. In the by (includin promoter in asset revenu % entity SEBI g credit the s (Rs. e (Rs. belong facilities concerned in in s to and non- company fund crore) crore) based facilities availed) *(including previous names, if any) 28Form VII Details of entities in which the individual promoter is considered as being interested [Refer Section 184 of Companies Act, 2013] Name Relationshi Date of Nature Registere PA TA CI Incom Name Registrati Bank, As on March Proposed of the p with the incorporati of d Office N N N e tax of the on details branch 31, --- shareholdin entity individual on busines address no. No. no. circle regulat in case the and - g in the * promoter s to or entity is account bank along with which regulated number activity Total Total In Rs. In % of the by (includin asset revenu % shareholdin entity SEBI g credit s (Rs. e (Rs. g, if any belong facilities in in s to and non- fund crores crores) based ) facilities availed) *(including previous names, if any) 29Form VIII Details of entities in which aggregate shareholding is 10% or more (by individual promoter, HUF, entities in which the HUF is having shareholding 10% or more, relatives, persons acting in concert, associate enterprises, entities in which the individual promoter is having shareholding 10% or more & entities in which the individual promoter is considered as being interested) Name Relationshi Date of Nature Registere PA TA CI Incom Name of Registratio Bank, As on March Proposed of the p with the incorporatio of d Office N N N e tax the n details in branch 31, --- shareholdin entity individual n busines address no. No. no. circle regulato case the and - g in the * promoter s to r entity is account bank which regulated number along with activity Total Total In Rs. In the by (includin breakup of asset revenu % entity SEBI g credit the present s (Rs. e (Rs. belong facilities shareholdin in in s to and non- g crores crores) fund based ) facilities availed) *(including previous names, if any) 30Form IX Details of entities in which; individual promoter, HUF, entities in which the HUF is having shareholding 10% or more, relatives, persons acting in concert, associate enterprises, entities in which the individual promoter is having shareholding 10% or more & entities in which the individual promoter is considered as being interested; have individually or collectively divested their shareholding in the past 5 years Name Relationshi Date of Nature Registere PA TA CI Incom Name Registrati Bank, As on March Proposed of the p with the incorporati of d Office N N N e tax of the on details branch 31, --- shareholdin entity individual on busines address no. No. no. circle regulat in case the and g in the * promoter s to or entity is account bank which regulated number along with activity Total Total In Rs. In the by (includin earlier % asset revenu % entity SEBI g credit and s (Rs. e (Rs. belong facilities present % in in s to and of crores crores) non- shareholdi fund ) ng based facilities availed) *(including previous names, if any) 31Appendix II Details of other entities in the promoter group Name Percentage Date of Nature Registere PA TA CI Incom Name Registrati Bank, As on March Proposed of the of incorporati of d Office N N N e tax of the on details branch 31, -- shareholdin entity shareholdi on busines address no. No. no. circle regulat in case the and -- g in the * ng by the s to or entity is account bank individual activity which regulated number Total Total In Rs. In promoter in the by (includin asset revenu % the entity SEBI g credit s (Rs. e (Rs. concerned belong facilities in in company s to and non- crore crore) fund ) based facilities availed) *(including previous names, if any) 32Appendix III Declaration to be submitted by the promoting / converting entities S. No Aspect Remarks 1. Name of entity (including previous names, if any) 2. Details of the entity Form X 3. Ownership and control status of the entity 4. Shareholding pattern of the entity along with details of its main individual promoter/ Significant Beneficial Owner 5. Proposed shareholding and voting rights of the entity in the bank 6. Net worth of the entity (duly certified by a CA) 7. Source of funds for the proposed shareholding in the bank (Duly certified by the Chartered Accountant) 8. Aggregate proposed shareholding in the bank (amount and %) by the promoter group, persons acting in concert (as Form XI defined in explanation 1(a) to section 12 B of Banking Regulation Act, 1949), associate enterprises (as defined in explanation 1(a) to section 12 B of Banking Regulation Act, 1949) and by entities in which the promoter group is considered as being interested [Refer Section 184 of Companies Act, 2013] 9. Source of funds for the aggregate shareholding in the bank as indicated in 7 above (Duly certified by the Chartered Accountant) 10. If the entity is a member of a professional association / body, details of disciplinary action, if any, pending or commenced or resulting in conviction in the past against it or whether it has been banned from entry of at any profession / occupation at any time 11. Has the entity been subject to any investigation at the instance of Government department or agency? 12. Details of prosecution, if any, pending or commenced or resulting in conviction in the past against the entity for violation of economic laws and regulations 33S. No Aspect Remarks 13. Details of criminal prosecution, if any, pending or commenced or resulting in conviction in the past against the entity 14. Has the entity at any time been found guilty of violation of rules / regulations / legislative requirements by customs / excise / income tax / foreign exchange / other revenue authorities, if so give particulars 15. Whether the entity has at any time come to the adverse notice of any regulator/investigative agency including issuance of Show Cause Notice. (Though it shall not be necessary for a person to mention in the column about orders and findings made by regulators which have been later on reversed / set aside in toto, it would be necessary to make a mention of the same, in case the reversal / setting aside is on technical reasons like limitation or lack of jurisdiction, etc, and not on merit. If the order of the regulator is temporarily stayed and the appellate / court proceedings are pending, the same also should be mentioned). 16. Whether the entity has been convicted for any offence under any legislation designed to protect members of the public from financial loss due to dishonesty, incompetence or malpractice. 17. Details of shareholding / voting rights of the entity in other banks and other institutions in the financial sector 18. Details of representation of the entity on the Boards of other banks and other institutions in the financial sector 19. Income tax returns of the entity for the last three years 20. Audited annual reports of the entity for the last 3 years 21. Any other explanation / information Undertaking I confirm that the above information is to the best of my knowledge and belief, true and complete. I undertake to keep the bank fully informed, as soon as possible, of all events which take place subsequent to submission of this declaration which are relevant to the information provided above. Signature and stamp of the promoting / converting entity Place : Date : 34Form X Details of the promoting / converting entity Nam Foreign Main Date of Nature Register PA TA CI Incom Name Registrati Bank, As on March e sharehold promoter incorporati of ed N N N e tax of the on branch 31, ---- of ing in the behind the on busine Office no. No no circle regulat details and the promoting entity, ss address . . to or in case account Total Total Tota Paid entit / with % of activity which the number asse reven l net up y* convertin shareholdi the entity (includi ts ue wort capit g entity ng entity is ng (Rs. (Rs. in h al belon regulat credit in crores (Rs. gs to ed by facilitie crore in SEBI s ) cror and e) non- fund based facilitie s availed) * To indicate the previous names also, if any 35Form XI Aggregate proposed shareholding in the bank (amount and %) by the promoter group, persons acting in concert (as defined in explanation 1(a) to section 12 B of Banking Regulation Act, 1949), associate enterprises (as defined in explanation 1(a) to section 12 B of Banking Regulation Act, 1949) and by entities in which the promoter group is considered as being interested [Refer Section 184 of Companies Act, 2013] Name Relationshi Date of Nature Register PA DI TA CI Incom Name Registrati Bank, As on March Proposed shareholding of the p with the birth / of ed Office N N N N e tax of the on details branch 31, -- in the bank perso major Incorporati busine address no. no. No. no. circle regulat in case the and n shareholde on ss to or entity is account / r along with activity which regulated number Total Total Proposed Proposed entity % of the by SEBI (includin asset net shareholdi shareholdi * shareholdin person g credit s (Rs. wort ng g in Rs. ng g, if any / entity facilities in h in belong and crore (Rs. percentage s to non- ) in fund cror based e) facilities availed) * To indicate the previous names also, if any 36