The RBI approval, communicated on February 13, 2026, is in connection with the definitive agreements executed on March 20, 2025, under which Bain Capital committed to invest approximately 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 per share, Manappuram Finance said in a statement.
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, in accordance with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, it said.
With this approval, Bain Capital will be classified as a promoter of the Company and will jointly control Manappuram Finance along with the existing promoters, it said.
The board will be reconstituted and will include nominee directors of Bain Capital, in line with the transaction agreements, it said.
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), it said.
The existing promoters will hold 28.9 per cent post-investment on a fully diluted basis, it said.
“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,” Manappuram Finance MD and CEO V P Nandakumar said.
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