The RBI approval was communicated on 13 February 2026.
The final approval granted by the RBI is subject to other conditions specified by the RBI, including: (i) any acquisition of shareholding of the company by the proposed investors resulting in them crossing 26 per cent of the paid-up share capital of the Company (other than pursuant to conversion of warrants as part of the proposed investment) after one year as prescribed by RBI shall require prior approval of the RBI; and (ii) Company is required to advise the Investors to furnish an action plan to the RBI within the timeline specified by RBI to ensure that there will not be more than one non-banking financial company of the same category /housing finance company within their group with majority shareholding and control.
In March 2025, Manappuram entered a definitive agreement with Bain Capital to invest about Rs 4,385 crore to acquire an 18 per cent stake on a fully diluted basis through preferential allotment of equity shares and warrants at a price of Rs 236 a share.
The transaction also triggers a mandatory open offer for the purchase of an additional 26 per cent stake from public shareholders at Rs 236 per share.
Based on the open offer subscription, Bain 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). The existing promoters will hold 28.9 per cent post-investment on a fully diluted basis.
The investments will be made by Bain Capital affiliates BC Asia Investments XXV Ltd and BC Asia Investments XIV Ltd.
With RBI’s approval, Bain Capital will be classified as a promoter and will jointly control Manappuram Finance along with the existing promoters. The board will be reconstituted and will include nominee directors of Bain Capital, in line with the transaction agreements.
“With Bain Capital coming on board as a joint controlling shareholder, we are well-positioned to accelerate growth in our core segments, invest further in technology and risk management capabilities, and build a professionally managed, future-ready financial services company. It will also help us enhance and expand our branch network pan India. We remain committed to creating long-term value for our customers, employees, and shareholders,” V.P. Nandakumar, MD & CEO, Manappuram Finance Ltd, said.
The approval of the RBI in respect of Asirvad Micro Finance Lts and Manappuram Home Finance Limited for the underlying proposed investment and the Open Offer is pending, the company said.
