RBI clears Bain Capital’s ₹4,385-Crore bet on Manappuram Finance; PE major to take joint control with up to 41.7% stake

The Reserve Bank of India (RBI) has approved Bain Capital’s acquisition of joint control in Manappuram Finance, paving the way for a ₹4,385-crore capital infusion that could significantly alter the ownership and growth trajectory of the Kerala-based non-banking finance company (NBFC).

The regulatory clearance allows affiliates of Bain Capital — BC Asia Investments XXV Ltd and BC Asia Investments XIV Ltd — to acquire up to 41.66% of Manappuram’s paid-up equity capital and convertible instruments. The approval, conveyed on February 13, 2026, relates to definitive agreements signed in March 2025.

₹4,385-Crore infusion and open offer trigger

Under the deal terms, Bain will initially acquire an 18% stake on a fully diluted basis through a preferential allotment of equity shares and warrants priced at ₹236 apiece.

The transaction also sets off a mandatory open offer to purchase up to an additional 26% stake from public shareholders at the same price, in accordance with SEBI’s takeover regulations. Depending on subscription levels, Bain’s eventual holding could range between 18% and 41.7% on a fully diluted basis.

Post-investment, the existing promoter group is expected to retain 28.9%.

Shift in control, board recast

With the RBI’s nod in place, Bain Capital will be classified as a promoter and will share joint control with the current promoter family. The board will be reconstituted to include Bain’s nominees, formalising the transition to a shared governance structure.

For Manappuram, best known for its gold loan franchise but also active in microfinance, vehicle finance and housing finance, the capital raise comes at a time when NBFCs are navigating tighter regulatory oversight and higher funding costs.

Strategic repositioning in a regulated era

The partnership signals more than fresh capital. It represents a strategic alignment between a global private equity heavyweight and a retail-focused lender seeking scale, technology upgrades and sharper risk management.

In a sector increasingly defined by regulatory scrutiny and balance-sheet discipline, Bain’s entry provides Manappuram both financial firepower and institutional heft — positioning it for a more competitive and compliance-driven growth phase.