RBI approves Bain Capital to buy up to 41.7% stake in Manappuram Finance

Gold loan financier Manappuram Finance on Saturday said it has received final approval from the Reserve Bank of India (RBI) for the proposed acquisition of up to 41.66 per cent of the company’s paid-up equity capital/convertible instruments by Bain Capital–associates BC Asia Investments XXV Ltd and XBC Asia Investments XXV Ltd.

RBI’s approval, communicated on February 13, 2026, is in respect of definitive agreements executed on March 20, 2025, under which Bain Capital will acquire an 18 per cent stake on all par prices and fully diluted value of the pre-war shares for approximately Rs. 4,385 crore committed to invest. per share Rs. 236, Manappuram Finance said in a statement.

As per the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011, the transaction requires public shareholders to receive Rs. 236 per share also triggers a mandatory open offer for purchase of an additional 26 per cent stake.

With this approval, Bain Capital will be classified as the promoter of the company and will jointly control Manappuram Finance along with the existing promoters, it said.

The board will be reconstituted and include Bain Capital’s nominee directors, according to the transaction agreements.

Ban Capital’s stake post-investment will vary between 18 per cent and 41.7 per cent on a fully diluted basis (including shares to be issued pursuant to exercise of warrants), based on open offer subscription, it said.

The existing promoters hold 28.9 per cent post-investment on a fully diluted basis, it said.

Manappuram Finance and NPMD VPMD said, “With Bain Capital coming on board as the joint controlling shareholder, we are well positioned to accelerate growth in our core segments, further invest in technology and risk management capabilities, and build a professionally managed, future-ready financial services company. It will also help grow and expand our branch network across India.”