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RBI Draft Proposes Caps on Banks’ Market Exposure, Allows Up to 70% Takeover Financing

Stakeholders can comment by November 21 ahead of a planned April 2026 rollout to widen bank participation in takeovers under strict risk limits.

Overview

  • Banks’ direct capital market and acquisition finance exposures would be capped at 20% of Tier 1 capital, with aggregate capital market exposure limited to 40%.
  • A bank’s total acquisition finance exposure would be limited to 10% of Tier 1 capital, and lenders could fund up to 70% of a deal with a 30% equity contribution from the acquirer.
  • Only listed, profitable acquirers or their designated SPVs would qualify, with NBFCs and AIFs excluded, target shares pledged as primary security, and post-deal leverage capped at a 3:1 debt-to-equity ratio.
  • The draft raises retail thresholds by lifting IPO/FPO/ESOP loan limits to Rs 25 lakh per individual, increasing loan-to-value on loans against eligible securities to 60%, and retaining a Rs 1 crore cap per individual for such loans.
  • The framework calls for two independent valuations for targets, combined-balance-sheet credit assessment, rigorous monitoring and stress testing, and removes the regulatory ceiling on lending against listed debt securities.