Manappuram Finance Gets RBI Nod for Bain Capital's ₹4,385 Cr Deal

Introduction

Manappuram Finance Ltd. has received the final approval from the Reserve Bank of India (RBI) for a significant equity transaction with global private equity firm Bain Capital. The approval, communicated on February 13, 2026, clears the path for Bain Capital to invest approximately ₹4,385 crore and acquire up to a 41.66% stake in the gold loan financier. This development marks a crucial milestone in a deal first announced in March 2025, positioning the company for a new phase of strategic growth.

The Structure of the Transaction

The agreement involves a multi-layered investment structure. Initially, Bain Capital, through its affiliates BC Asia Investments XXV Ltd and BC Asia Investments XIV Ltd, will acquire an 18% stake in Manappuram Finance on a fully diluted basis. This will be executed via a preferential allotment of equity shares and warrants at a fixed price of ₹236 per share. This price represented a significant premium at the time of the deal's announcement, reflecting the investor's confidence in the company's long-term value.

Mandatory Open Offer Details

In line with the Securities and Exchange Board of India (SEBI) (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, the initial stake acquisition triggers a mandatory open offer. Bain Capital is now required to make an offer to the public shareholders of Manappuram Finance to purchase an additional 26% of the company's equity. This open offer will also be priced at ₹236 per share, ensuring parity for all shareholders. The final stake held by Bain Capital will depend on the level of subscription in this open offer.

A New Era of Joint Control

With the RBI's approval, Bain Capital will be formally classified as a promoter of Manappuram Finance. The firm will exercise joint control over the company alongside the existing promoters, led by MD and CEO V. P. Nandakumar. As part of the transaction agreements, the board of directors at Manappuram Finance will be reconstituted to include nominee directors from Bain Capital, integrating the new partner into the company's governance and strategic decision-making processes.

Revised Shareholding Pattern

The completion of this transaction will significantly alter Manappuram's ownership structure. Based on the subscription to the open offer, Bain Capital's total shareholding will range between 18% and a maximum of 41.7% on a fully diluted basis, which includes shares issued upon the exercise of warrants. Following the investment, the existing promoter group is expected to hold a stake of approximately 28.9% on a fully diluted basis, continuing to play a pivotal role in the company's operations.

Key Deal Metrics

Strategic Vision and Management Commentary

Manappuram's leadership views this partnership as a strategic catalyst for future growth. V. P. Nandakumar, MD and CEO, stated, "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." He also highlighted that the partnership would help enhance and expand the company's branch network across India, strengthening its market presence.

Navigating the Regulatory Landscape

The journey to this final approval involved securing clearances from multiple regulatory bodies. Before the RBI's nod, the transaction had already received approvals from the Competition Commission of India (CCI) and an observation letter from SEBI for the open offer in September 2025. The RBI's consent was the final and most critical step, given its role as the primary regulator for Non-Banking Financial Companies (NBFCs) in India. The approval signals regulatory confidence in the structure of the deal and the partnership.

Conclusion and Path Forward

The RBI's final approval for Bain Capital's investment is a transformative event for Manappuram Finance. It provides a substantial capital infusion that will fortify the company's balance sheet and fund its expansion plans. The next steps will involve the formal launch and completion of the mandatory open offer to public shareholders. Following this, the reconstitution of the board will be finalized, officially commencing a new chapter of joint control and strategic collaboration aimed at creating long-term value.