1.4 Marketplace and managed-credit / AUM models

These two models are often confused. They share the property that the platform does not necessarily hold the loan on its own books, but they differ sharply in regulatory shape, customer experience, and economics.

Marketplace model

What it is

The platform aggregates demand from borrowers and presents them to multiple lenders. The borrower may shop offers from several lenders; the platform earns a fee per disbursement.

Money flow

Borrower applies via the platform.
Platform fans the application out to N lenders.
Each lender returns an offer (or a “no”).
Borrower picks an offer.
Selected lender disburses; the platform is paid a sourcing fee per disbursal.

Risk owner

The selected lender. The platform carries no balance-sheet risk in the pure marketplace form.

Regulatory shape

In November 2023, RBI tightened the digital lending framework specifically for loan aggregators and multi-lender comparison platforms. The key rule: the platform must transparently digitally display all available loan offers to the borrower from willing lenders, with the names of the REs, loan amount, tenure, APR, KFS link, and contact details. The borrower’s choice must be unbiased and the platform cannot have a default lender — see RBI Aggregation of Loan Products from Multiple Lenders, April 2024 update under the Digital Lending Guidelines.

This rule killed the dominant “single-funnel” marketplace model where the platform could quietly route borrowers to its preferred lender. Modern marketplaces must show a real comparison screen.

Fees

Sourcing / lead fee per disbursal: 0.5% – 2.0% of sanction.
Sometimes a flat-fee per qualified lead.

Pros

Capital-light.
High optionality across lenders.
Borrower-friendly when done right.

Cons

Hard to differentiate; concentration of attention with 2–3 dominant marketplaces makes new entry brutally hard.
Multi-lender transparency rule cuts the easy economic model.
Conversion is the constraint, not application volume.
Compliance overhead non-trivial.

Fit for SME WC

Poor fit. The marketplace model assumes borrowers want to shop. SME borrowers in ₹20 – 50 lakh ticket sizes mostly want a fast yes from a trusted source (CA, distributor anchor, or repeat lender). They don’t comparison-shop offers. The economics of comparison-shopping marketplaces are tilted toward consumer credit and BNPL, not SME WC.

If you do want to expose multiple lenders to your origination, prefer the multi-lender allocation pattern under Co-lending or the LSP pattern with multiple REs — both let you keep the single-yes UX while having multiple capital sources behind the scenes.

Managed credit / AUM model (private credit)

What it is

The platform raises a pool of capital from accredited / institutional investors and lends that pool out as a managed loan book. Economically this is private credit / direct lending, structured in India usually as:

An NBFC that issues NCDs or PTCs to investors and lends the proceeds.
An AIF Category II (Alternative Investment Fund) that lends through an SPV or buys loan participations.
A co-investment structure with an NBFC partner.

The platform earns a management fee plus a performance/carry fee.

Money flow

Investors commit capital into the structure.
Capital is called as loans are originated.
Originated loans sit on the NBFC’s or SPV’s books.
Repayments flow to the structure.
Structure distributes principal and interest to investors quarterly / semi-annually / per cashflow waterfall.
Platform takes a ~2% management fee per annum plus a hurdle-rate-based performance fee.

Risk owner

Investors take portfolio credit risk, subject to any first-loss / equity tranche the platform funds. The platform’s own capital is at risk only to the extent of equity tranche it subscribes.

Regulatory shape

Multiple regulators involved:

RBI for NBFC / NCD / loan-book operations.
SEBI if structured as an AIF — SEBI (Alternative Investment Funds) Regulations, 2012, with periodic amendments.
Investor onboarding under SEBI accredited-investor framework + KYC / FEMA if any non-resident participation.

Fees

Management fee: 1.5% – 2.5% per annum of committed or invested capital.
Performance fee / carry: 15% – 25% of returns above a hurdle (typically 8% – 12% IRR).
Plus all the standard origination, servicing, and platform fees on the loans themselves.

Pros

High-margin business at scale — 2% of ₹500 Cr is ₹10 Cr of fee revenue with relatively low marginal cost.
Aligns capital availability with loan origination capacity.
Investor relationships are an asset class on their own.

Cons

Heavy regulatory perimeter — SEBI + RBI + possibly FEMA.
Long fundraising cycles for each vintage.
Performance-fee economics require above-hurdle returns, which short-tenure SME WC can deliver but with thin margin for error.
Investor reporting burden is significant.

Fit for SME WC

Possible at scale, but not at MVP. A managed-credit overlay on top of an existing ₹100 Cr+ proven NBFC book is realistic at year-3 or year-4. At MVP it adds regulatory + investor-management complexity that the team won’t have bandwidth for. Defer.

Recommended use

Model	Recommendation
Marketplace	Skip for an SME WC platform. The economics are wrong, the differentiation is wrong, and the new RBI transparency rules make the easy version impossible.
Managed credit / AUM	Defer to phase 5–6 of the roadmap. Build the proven book first, then layer managed pools on top once track record exists.

For both models the platform module map shares heavily with own-book and co-lending — see Section 3.

Sources

RBI Guidelines on Digital Lending, DOR.CRE.REC.66/21.07.001/2022-23, 2 September 2022, and Aggregation of Loan Products from Multiple Lenders April 2024 update.
SEBI (Alternative Investment Funds) Regulations, 2012, available at sebi.gov.in.
SEBI Master Circular for Alternative Investment Funds (latest version on sebi.gov.in).