**Executive Summary**
The Reserve Bank of India (RBI) has issued draft directions for comments on Capital Market Exposures (CME) of commercial banks in 2025. These directions aim to rationalize and consolidate applicable regulations governing CME, align with evolving market practices, and provide a more enabling framework for bank financing of CME. The directions are effective from April 1, 2026, or an earlier date if adopted entirely by a bank.
**Key Points / Main Content**
* **Applicability and Scope:**
* These directions apply to capital market exposures of all commercial banks, excluding Small Finance Banks, Regional Rural Banks, Local Area Banks, and Payment Banks.
* These directions are without prejudice to existing statutory or applicable regulations on credit and investment exposures.
* **Definitions:**
* Defines key terms such as "Acquisition Finance," "Bridge Finance," "Capital Market Intermediaries (CMIs)," "Collateral Security," "Control," "Eligible Securities," "Entities," and "Loan to Value (LTV)."
* “Eligible Securities” shall include listed Group 1 equity shares and preference shares, Government Securities, Commercial Paper and Non-Convertible Debentures of original or initial maturity upto one year, Listed Debt Securities rated BBB or higher, Units of Mutual Fund Schemes, Units of Exchange Traded Funds (excluding commodity ETFs) and Units of REITs and InvITs.
* **Capital Market Exposure (CME):**
* CME includes both direct (investment exposures) and indirect (credit exposures) to capital markets.
* Investment Exposures: direct investment in equity and preference shares; convertible bonds; convertible debentures; units of equity mutual fund schemes; and units of Alternative Investment Funds.
* Credit Exposures: Advances to individuals for investment in shares, convertible bonds, convertible debentures, and units of all mutual fund schemes other than debt schemes. Also, advances for any other purposes to the extent secured by collateral of shares, convertible bonds, convertible debentures or units of all mutual fund schemes other than debt schemes.
* All credit facilities to CMIs are included in CME
* **Prudential Ceilings on CME:**
* The aggregate CME of a bank should not exceed 40% of its Tier 1 Capital (on both solo and consolidated bases).
* A bank's direct capital market exposure, consisting of investment exposures and acquisition finance exposures, shall not exceed 20 per cent of solo and consolidated Tier 1 Capital, as applicable.
* Banks should have sub-limits for intra-day exposures to individual counterparties and on an aggregate basis.
* **Exclusions from CME Ceilings:**
* Investments in own subsidiaries, joint ventures, and sponsored Regional Rural Banks (RRBs).
* Investment in shares and convertible debentures issued by institutions forming critical financial infrastructure.
* Certain other specific investments and underwriting commitments are excluded.
* **Credit Exposures - General Principles**
* Banks may extend credit facilities to the permitted segments against the collateral of eligible securities, as permitted in these Directions, as per their approved policy
* Banks must avoid lending to acquisition of and against collateral of securities other than permitted securities, like against its own securities, partly paid shares, bonds and money market instruments issued by other banks etc.
* **Lending Against Securities to Individuals:**
* Loans to individuals are covered under this Chapter.
* Banks may lend to individuals against eligible securities, subject to the LTVs and prudential ceilings specified hereunder.
* LTV ceilings are defined for Government Securities, Sovereign Gold Bonds (SGBs), Listed shares, and Debt Mutual Funds (see details in original document)
* Additional guidelines exist for IPO/FPO/ESOP financing
* **Lending to Capital Market Intermediaries (CMIs):**
* Credit facilities shall be extended only to CMIs which are registered and regulated by a financial sector regulator
* These facilities shall be provided on a fully secured basis, with the value of securities to be reckoned as per paragraph 19, adjusted for specified haircuts.
* Banks may also issue guarantees on behalf of stockbrokers/commodity brokers or professional clearing members.
* **Lending to non-individuals (other than CMIs):**
* A custodian bank may issue Irrevocable Payment Commitments (IPCs) on behalf of mutual funds and FPIs, in favour of a Stock Exchange, subject to meeting any one of the specified conditions.
* Banks may also provide bridge finance to corporates against the eligible securities already held by them for financing promoters' stake in new companies.
* **Acquisition Finance:**
* Banks may extend acquisition finance to Indian corporates for acquiring equity stakes in domestic or foreign companies as strategic investments
* Bank’s aggregate exposure to acquisition finance shall not exceed 10 per cent of its Tier 1 capital
* **Disclosures, Repeal, and Amendments:**
* Banks must disclose the aggregate loan amount outstanding for all credit facilities permitted under these Directions in the “Notes to Account” to their Balance Sheet.
* Circulars mentioned in Annex 2 shall stand repealed from the effective date of these Directions.
**Impact Analysis**
**Commercial Banks (excluding Small Finance Banks, Regional Rural Banks, Local Area Banks and Payment Banks)**
* **Impact:** Banks need to comply with the directions related to capital market exposures, including prudential ceilings, LTV requirements, and restrictions on certain types of lending.
* **Action Required:** Review current CME policies and procedures, make necessary adjustments to comply with the new directions, and ensure adequate monitoring and reporting mechanisms are in place.
**Capital Market Intermediaries (CMIs)**
* **Impact:** CMIs need to ensure that their operations align with the lending practices and restrictions imposed on banks under these directions, particularly concerning collateral requirements and trading activities.
* **Action Required:** Communicate the updated lending guidelines to clients, ensuring that their collateral and trading practices align with the new regulations.
**Borrowers (Individuals and Corporates seeking Capital Market Financing)**
* **Impact:** Access to capital market financing may be affected due to revised LTV ratios, collateral requirements, and other restrictions imposed on banks.
* **Action Required:** Borrowers may need to adjust their financing plans to meet the new requirements, such as providing higher margins or alternative collateral.
**Mutual Funds and Foreign Portfolio Investors (FPIs)**
* **Impact:** Operational aspects related to Irrevocable Payment Commitments (IPCs) are governed by these directions, particularly regarding the conditions under which custodian banks can issue IPCs.
* **Action Required:** Ensure compliance with the updated requirements for IPCs, including maintaining necessary agreements and funding arrangements.
**Annexes**
* **Impact:** Annex 1 lists institutions that form critical financial infrastructure, and Annex 2 lists circulars that are to be repealed.
* **Action Required:** Relevant institutions in Annex 1 need to check compliance, while institutions covered in Annex 2 need to be aware of the changes.
Key Entities Referenced
Banking Regulation Act, 1949: The act which grants powers to the Reserve Bank of India to issue directions.
Reserve Bank of India: The regulator issuing the directions regarding Capital Market Exposure (CME) for commercial banks.
Reserve Bank of India (Commercial Banks - Capital Market Exposure) Directions, 2025: The policy document defining guidelines and regulations concerning capital market exposures of commercial banks.
Commercial Banks: The entities to which these directions are applicable, excluding specific types like Small Finance Banks and Regional Rural Banks.
Capital Market Intermediaries (CMIs): Entities regulated by a financial sector regulator that extend broking, clearing, custody, market making, margin trading facility and other incidental services to individual and institutional investors.
भारतीय �रज़वर् बैंक
RESERVE BANK OF INDIA
RBI/2025-26/<>
DOR.CRE.REC. /13.07.005/2025-26 DD-MM-YYYY
Reserve Bank of India (Commercial Banks - Capital Market Exposure)
Directions, 2025 – Draft for Comments
Chapter I - Preliminary
A. Preamble
1. Capital market exposures (CME) by regulated entities (REs) carry higher risk and
are therefore subject to sectoral exposure limits, purpose-specific lending caps,
and loan-to-value (LTV) ratios. CME includes both direct exposures (investments
in securities) and indirect exposures (lending against securities, financing to
capital market intermediaries like stockbrokers and custodians).
2. The existing guidelines have been comprehensively reviewed to align with
evolving market practices and provide a more enabling framework for bank
financing of CME. The draft Directions rationalise and consolidate the applicable
regulations governing such exposures.
B. Powers Exercised
3. In exercise of the powers conferred by sections 21 and 35A of the Banking
Regulation Act, 1949, the Reserve Bank of India (hereinafter called the Reserve
Bank), being satisfied that it is necessary and expedient in public interest to do
so, hereby, issues the Directions hereinafter specified.
C. Short Title
4. These Guidelines shall be called the Reserve Bank of India (Commercial
Banks - Capital Market Exposure) Directions, 2025.
1Reserve Bank of India (Commercial Banks - Capital Market Exposure) Directions, 2025
D. Applicability and Scope
5. The provisions of these Directions shall apply to capital market exposures of
Commercial Banks (excluding Small Finance Banks, Regional Rural Banks,
Local Area Banks and Payment Banks) (hereinafter referred to as ‘banks’), as
permitted in these Directions.
6. These Directions shall be without prejudice to the provisions of other statutory or
applicable regulations in force for such credit and investment exposures.
E. Effective Date
7. These Directions shall come into force from April 1, 2026, or an earlier date when
adopted by a bank in entirety. Any outstanding loan/ guarantee up to this date
shall be permitted to continue until their respective maturity; however, fresh
loans/guarantees or existing loans/guarantees renewed from this date must
comply with these Directions.
F. Definitions
8. For the purpose of these Directions, unless the context otherwise requires, the
terms herein shall bear the meanings assigned to them as given below:
(i) “Acquisition finance” means providing finance to a company (‘acquiring
company’), or to an SPV set up as a company by the acquiring company, for
purchase of all or a controlling portion of another company's (‘target
company’) shares, or assets to gain control over the target company and its
operations.
(ii) “Bridge Finance” means financing a counterparty for a legitimate business
purpose where the counterparty has a firm plan and capability to repay such
loans by raising financial resources either in the form of equity, debt or hybrid
instruments within a pre-defined time horizon, not exceeding one year.
(iii) “Capital Market Intermediaries (CMIs)” means entities regulated by a
financial sector regulator which extend broking, clearing, custody, market
making, margin trading facility and other incidental services to individual and
2Reserve Bank of India (Commercial Banks - Capital Market Exposure) Directions, 2025
institutional investors. Collective investment schemes such as mutual funds.
AIFs, REITs, InvITs, etc. shall not form part of CMIs for the purpose of these
Directions.
(iv) “Collateral security” or “Collateral” means an existing asset of the borrower
on which security charge is created in favour of the lender for availing and
securing a credit facility.
(v) “Control” shall have the same meaning as defined in Section 2(27) of the
Companies Act, 2013.
(vi) “Eligible Securities” shall include the following:
a) Listed Group 11 equity shares2 and preference shares2
b) Government Securities3 including Treasury Bills and Sovereign Gold
Bonds
c) Commercial Paper and Non-Convertible Debentures of original or
initial maturity upto one year
d) Listed Debt Securities4, including Convertible Debt Securities5,
rated BBB or higher
e) Units of Mutual Fund Schemes6 which are listed or where
repurchase/redemption facility is available for such units through
the Asset Management Company
f) Units of Exchange Traded Funds7 (excluding commodity ETFs)
g) Units8 of REITs and InvITs
(vii) “Entities” shall mean non-natural persons.
(viii) “Loan to Value (LTV)” means the ratio of the outstanding loan amount to the
value of the securities as on any given day.
1 as defined in Securities and Exchange Board of India (SEBI) Circular SEBI/MRD/SE/SU/Cir-15/04 dated March 09, 2004, on
“Margin Trading and Securities Lending and Borrowing”, as updated from time to time.
2 as defined in the Companies Act, 2013
3 as defined in Section 2(f) of the Government Securities Act, 2006
4 as defined under Section 2(1)(k) of the Securities and Exchange Board of India (Issue and Listing of Non-Convertible
Securities) Regulations, 2021 dated August 9, 2021, as updated from time to time.
5 As defined in Section 2 (j and k) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018 dated September 11, 2018, as updated from time to time.
6 as defined under Securities and Exchange Board of India (SEBI) Circular SEBI/HO/IMD/DF3/CIR/P/ 2017/114 dated October
06, 2017, on “Categorization and Rationalization of Mutual Fund Schemes”, as updated from time to time.
7 As defined under Section 2(jb) of SEBI (Mutual Fund) Regulations, 1996
8 As defined under Section 2(zx) of SEBI (Real Estate Investment Trusts) Regulations, 2014 and Section 2(zzd) of SEBI
(Infrastructure Investment Trusts) Regulations, 2014
3Reserve Bank of India (Commercial Banks - Capital Market Exposure) Directions, 2025
(ix) “Margin” shall mean the contribution of the borrower, either in the form of
cash or other liquid assets, for the purpose of purchasing or borrowing a
security with bank finance or obtaining a non-fund-based facility from bank.
(x) “Primary security” shall mean assets which have been financed out of the
credit facility extended to the borrower.
9. All other expressions unless defined herein shall have the same meaning as have
been assigned to them under the Banking Regulation Act, 1949 or the Reserve
Bank of India Act, 1934 or any statutory modification or re-enactment thereto or
in any other relevant regulation or as used in commercial parlance, as the case
may be.
Chapter II – Capital Market Exposure – Prudential Ceilings
10. CME of banks shall include both their direct exposures and indirect exposures,
including the following:
A. Investment Exposures
(a) direct investment in equity and preference shares; convertible bonds;
convertible debentures; units of equity mutual fund schemes; and units
of Alternative Investment Funds. Exposures to derivatives, having
securities as the underlying which qualify for direct investment
exposures, shall also count towards investment exposures.
B. Credit Exposures
(b) advances to individuals for investment in shares (including
IPOs/ESOPs), convertible bonds, convertible debentures, and units of
all mutual fund schemes other than debt schemes.
(c) advances for any other purposes to the extent secured by collateral of
shares, convertible bonds, convertible debentures or units of all mutual
fund schemes other than debt schemes;
Provided that, notwithstanding the availability of other primary
or collateral security, all loans sanctioned primarily on the strength of
4Reserve Bank of India (Commercial Banks - Capital Market Exposure) Directions, 2025
collateral of shares, convertible bonds/debentures or units of non-debt
mutual fund schemes shall be fully treated as CME.
(d) all credit facilities to CMIs in terms of these Directions;
(e) acquisition finance;
(f) financing to mutual fund schemes other than debt schemes;
(g) loans sanctioned to corporates against the security of shares / bonds/
debentures or other securities, or on clean basis, for meeting
promoter’s contribution to the equity of new companies in anticipation
of raising resources or for acquisition of other companies in part or full;
(h) bridge loans to companies against expected equity flows/issues of
equity or preference shares or convertible bonds and debentures;
(i) underwriting commitments taken up by the banks in respect of primary
issue of shares or convertible bonds or convertible debentures or units
of equity mutual fund schemes;
(j) Irrevocable Payment Commitments (IPCs) issued by custodian banks
in favour of stock exchanges on behalf of mutual funds and FPIs.
G. Prudential Ceilings on CME and Exceptions
11. Aggregate CME of a bank shall be subject to the following prudential ceilings
(‘CME ceilings’), subject to the exclusion as specified in paragraph 12, to be
maintained on an ongoing basis:
a) The aggregate CME of a bank, on solo basis, shall not exceed 40 per cent
of its Tier 1 Capital as on March 31 of the previous financial year.
b) The aggregate CME exposure of a bank, on a consolidated basis, shall not
exceed 40 per cent of its consolidated Tier 1 Capital as on March 31 of the
previous financial year.
c) A bank’s direct capital market exposure, consisting of investment exposures
as per para 10 (a) and acquisition finance exposures, shall not exceed 20
per cent of solo and consolidated Tier 1 Capital, as applicable.
5Reserve Bank of India (Commercial Banks - Capital Market Exposure) Directions, 2025
d) Within the above limits, banks should have separate sub-limits for intra-day
exposures to individual counterparties, as well as on an aggregate basis to
all intra-day exposures.
12. The following exposures of a bank, however, shall be excluded from the CME
ceilings:
(i) Investment in own subsidiaries, joint ventures, and sponsored Regional
Rural Banks (RRBs).
(ii) Investment in shares and convertible debentures, convertible bonds
issued by institutions forming critical financial infrastructure as
enumerated in Annex 1.
Provided that after listing, the exposures in excess of the original
investment (i.e. prior to listing) would form part of the Capital Market
Exposure.
(iii) Investment in Tier I and Tier II debt instruments issued by other banks;
(iv) Investment in Certificate of Deposits (CDs) of other banks;
(v) Investment in, and loan against, preference shares without voting rights;
(vi) Investment in, and loan against, Non-convertible debentures and non-
convertible bonds;
(vii) Investment in, and loan against, units of debt mutual fund schemes;
(viii) Underwriting commitments of banks and their subsidiaries through the
book running process up to 70% of the credit equivalent amount.
(ix) Promoters shares in the SPV of an infrastructure project on which security
charge is created in favour of the lending bank for infrastructure project
lending.
(x) Exposure to brokers under the currency derivates segment
13. If acquisition of equity shares by banks done in the process of restructuring of
their loans and advances results in exceeding the CME limit, the same will not
be considered as a breach of regulatory limit (statutory restrictions, if any, shall
apply). However, this will require reporting to RBI and disclosure by banks in the
Notes to Accounts in Annual Financial Statements.
6Reserve Bank of India (Commercial Banks - Capital Market Exposure) Directions, 2025
14. For the purpose of CME, while investment exposures shall be calculated at their
cost price, credit exposures shall be reckoned with reference to sanctioned limits
or outstanding, whichever is higher. However, in the case of fully drawn term
loans, where there is no scope for re-drawal of any portion of the sanctioned limit,
banks may reckon the outstanding as the exposure.
15. The prescribed CME ceilings are the maximum permissible, and a bank is free
to adopt a lower ceiling for the bank, keeping in view its overall risk profile and
corporate strategy.
Chapter III. Credit Exposures – General Principles
16. Banks may extend credit facilities to the permitted segments against the collateral
of eligible securities, as permitted in these Directions, as per their approved policy
(hereinafter called the policy). The policy shall, at the minimum, specify the
criteria for selecting securities as collateral; determining portfolio-level as well as
per-borrower/borrower group limits; concentration limits for exposure to single
securities; LTV/margins and haircuts for different collateral types; and rules for
ongoing valuation and margin calls.
17. A bank shall not extend loans for acquisition of, or against collateral of, securities
other than as permitted under these Directions. In particular, the following loans
and advances by a bank shall not be permitted:
(i) against its own securities9;
(ii) against partly paid shares;
(iii) against bonds and money market instruments issued by other banks,
NBFCs and AIFIs9;
(iv) against securities which are under any lock-in requirements;
(v) against collateral of Indian Depository Receipts (IDRs);
(vi) against securities of such entities to which banks are not allowed to grant
loans and advances;
9 Loans to individuals in terms of ‘Issue of Long Term Bonds by Banks – Financing of Infrastructure and Affordable Housing’ dated
November 27, 2014 and loans to Mutual Funds in terms of circular Loans to Mutual Funds against and buy–back of Certificates of Deposits
(CDs) dated October 20, 2008 will continue to be permitted.
7Reserve Bank of India (Commercial Banks - Capital Market Exposure) Directions, 2025
(vii) to companies for buy-back of shares/securities;
18. While undertaking lending activities under the provisions of these Directions,
banks shall:
a) put in place robust mechanisms to monitor end use of the funds.
b) stipulate suitable risk limits (eg VaR limits) taking into account inter alia the
liquidity, volatility, and potential stress period corrections in the price of
securities.
c) ensure that the residual maturity10 of the securities initially taken as
collateral, or subsequently substituted for the original collateral securities,
is equal to or longer than the tenor of the loan.
d) ensure that provision of Section 19(2) and 19(3) of Banking Regulation Act,
1949 on holding of shares in a company are strictly adhered to. Shares held
as pledge shall also be included for the purpose of determining the limits
under Section 19(2) and 19(3) of the Act ibid.
e) ensure that the prudential limits prescribed under these Directions are
adhered to even when loans are extended to any of the joint holders of
securities.
f) undertake the creation and invocation of pledge/hypothecation/lien against
Government securities in terms of Section 28 of the Government Securities
Act, 2006, Chapter VII of Government Securities Regulations, 2007; any
other specific requirements as issued by the Government for such
securities; and relevant guidelines issued by the Reserve Bank from time to
time.
g) ensure that loans taken against Sovereign Gold Bond (SGB) are in terms of
the instructions specified in SGB notification issued by Government of India
and the operational instructions relating to creation and invocation of
pledge/hypothecation/lien as per para 11 of circular on ‘Sovereign Gold
10 Applicable in cases of securities having a fixed maturity.
8Reserve Bank of India (Commercial Banks - Capital Market Exposure) Directions, 2025
Bond Scheme of the Government of India (GoI) - Procedural Guidelines –
Consolidated’ dated October 22, 2021, as amended from time to time.
19. Valuation of securities taken as collateral for credit exposures shall be as per the
following norms:
a) Valuation of debt securities shall be in terms of Master Direction -
Classification, Valuation and Operation of Investment Portfolio of
Commercial Banks (Directions), 2023.
b) Listed shares and units of mutual funds/ETFs/REIT/InVITs shall be valued
at lower of the average daily closing prices/NAVs for the last six months or
the closing price/NAV of the previous trading day for determining LTV on
sanction. Subsequent LTV monitoring shall be based on the latest available
price/NAV.
Chapter IV – Lending Against Securities to Individuals
H. Scope
20. Loans to individuals, including Hindu Undivided Families (HUFs), which are not
commercial entities, shall be covered under this Chapter.
21. Banks may lend to individuals against eligible securities, subject to the LTVs and
prudential ceilings specified hereunder.
I. LTV Requirements
22. Banks shall lay down the LTV for loans against eligible securities to individuals,
subject to the following ceilings:
Eligible Security LTV Ceiling
Government Securities. incl. T-Bills As per bank’s policy
Sovereign Gold Bonds (SGBs) As applicable in case of
loans against Gold and
Silver Collateral11
Listed shares and listed convertible debt securities 60%
Mutual Funds (excluding Debt MFs), Units of ETF 75%
(excluding commodity ETFs) and Units of REITs/InVITs
Debt Mutual Funds 85%
11 In terms of para 19 of Reserve Bank of India (Lending Against Gold and Silver Collateral) Directions, 2025 for all loans (consumption or
income producing) against SGBs
9Reserve Bank of India (Commercial Banks - Capital Market Exposure) Directions, 2025
Listed Debt Securities with rating:
AAA 85%
AAA – BBB 75%
Commercial Papers with ratings:
A1 85%
A2-A3 75%
23. LTV shall be monitored on an ongoing basis and a bank shall take steps to rectify
the breaches immediately, but in no case later than seven working days from the
day of occurrence of such a breach. Value of collateral shall be worked out in
terms of paragraph 19.
J. Prudential Ceilings
24. Banks may fix their own prudential limits in terms of their policy for loans to
individuals against collateral of Government securities (incl T-Bills), listed debt
securities and units of debt mutual fund schemes.
Provided that, during the tenor of the loan, if the credit rating of the
particular debt security is downgraded below BBB(-), banks shall ensure that
those securities are replaced with any other eligible security within a period of
thirty working days, or proportionate portion of the exposure is repaid.
25. The amount of loan that can be granted to individuals against eligible securities
other than those mentioned in paragraph 24 above shall be capped at ₹1 crore
per individual.
26. Within the above limits as prescribed in paragraphs 24-25 above, loan up to ₹25
lakh per individual may be granted for the purpose of acquisition of securities in
secondary markets.
K. Guidelines for IPO/FPO/ESOP Financing
27. Banks may grant loans to individuals for subscribing to shares under initial public
offer12 (IPO), follow-on public offer (FPO), or under employee stock option plan
(ESOP) upto ₹25 lakh per individual.
12 After ensuring due diligence of the public issue.
10Reserve Bank of India (Commercial Banks - Capital Market Exposure) Directions, 2025
Provided that the loan amount shall not exceed 75% of the subscription
value, i.e., borrowers shall contribute a minimum cash margin of 25%.
Provided further that no loan, whether secured or unsecured, shall be
granted by a bank to its own employees or Employees’ Trust set up by the bank
for purchasing its own Securities under ESOPs/IPOs/FPOs or from the
secondary market.
28. It shall be ensured that a lien is created on the shares to be allotted under the
IPO/FPO/ESOP, and such shares shall be pledged to the lender upon allotment.
Chapter V – Lending to Capital Market Intermediaries (CMIs)
29. Banks may provide need-based credit facilities to CMIs to fund their day-to-day
operations, including general working capital facilities and specific facilities such
as financing for margin trading undertaken by stockbrokers; overdraft/credit line
facility to stockbrokers/commodity brokers to meet settlement related timing
mismatches; and market making (for equity as well as debt securities, including
State and Central Government securities).
30. Banks shall comply with the following while lending under the provisions of this
Chapter:
a) Credit facilities shall be extended only to CMIs which are registered and
regulated by a financial sector regulator, and are in compliance with the
prudential norms prescribed by such regulator.
b) Banks shall ensure that the eligible securities and cash pledged as collateral
belong to the borrower CMI.
c) While eligible securities held on own account by CMIs may be taken as
collateral security for such purposes, banks shall not provide finance for
acquisition of securities, including proprietary trading or investments by
CMIs.
d) Banks shall put in place counterparty as well as aggregate exposure limits
for CMIs, within the overall prudential limits for CME, and relevant limits
11Reserve Bank of India (Commercial Banks - Capital Market Exposure) Directions, 2025
prescribed under the Large Exposures Framework (LEF) and Intra-group
transactions and exposures (ITE).
e) While lending to CMIs undertaking market making, banks shall not accept
those securities as collateral in which the market making operations are
undertaken by the borrower market makers.
31. Such facilities shall be provided on a fully secured basis, with the value of
securities to be reckoned as per paragraph 19, adjusted for the following haircuts:
Eligible Securities for Credit Facilities to CMIs Haircut
Cash Nil
Government Securities As per bank’s
policy
Sovereign Gold Bonds 25%
Listed Equity shares and listed convertible debt securities 40%
Mutual Funds (excluding Debt MFs), Units of ETF and 25%
Units of REITs/InVITs
Debt Mutual Funds 15%
Listed Debt Securities with rating:
AAA 15%
AAA – BBB 25%
Below BBB 40%
Commercial Papers with ratings:
A1 15%
A2 -A3 25%
32. In respect of financing for margin trading facility provided by stockbrokers in
terms of SEBI Regulations, in addition to the collateral requirement, there should
be a legally enforceable agreement between the bank and the borrower CMI that
would enable the CMI to deliver the clients’ securities pledged with it to the
lending bank in case of default by the clients. The agreement between the CMI
and its client shall contain a specific enabling provision in this regard.
33. Banks may also issue guarantees on behalf of stockbrokers/commodity brokers
or professional clearing members in favour of stock/commodity exchanges or
clearing houses, as applicable, in lieu of:
a. security deposit to the extent it is acceptable in the form of bank guarantee
as laid down by stock exchanges;
b. margin requirements as per stock/commodity exchange regulations.
12Reserve Bank of India (Commercial Banks - Capital Market Exposure) Directions, 2025
Provided that, for extending such guarantees, a minimum collateral of 50
percent shall be maintained in eligible securities, subject to haircuts as specified
in paragraph 31 above, out of which 25 per cent shall be in cash.
Chapter VI - Lending to non-individuals (other than CMIs)
L. Issue of Irrevocable Payment Commitments (IPCs)
34. A custodian bank may issue Irrevocable Payment Commitments (IPCs) on behalf
of mutual funds and FPIs, in favour of a Stock Exchange, subject to meeting any
one of the following conditions:
(i) The IPC issuer bank has an agreement with its client which allows the bank
an inalienable right over the securities to be received as pay out in any
settlement; or,
(ii) Such transactions are fully pre-funded i.e., either clear INR funds are available
in the customer’s account or, in case of FX deals involving FPIs, the bank’s nostro
account has been credited before the issuance of the IPC.
35. The IPC shall be treated as a financial guarantee and shall be reckoned as such
for the purpose of exposure and capital norms. However, IPC exposure shall be
reckoned (net of post-haircut margins posted by the client in accordance with
SEBI regulations), at 30% of the exposure value for intraday-exposure, and at
50% of the exposure value for overnight exposure.
M. Loans for General Business Purposes
36. A bank may provide finance, as per its policy, to commercial entities (not in the
nature of financial entities) against eligible securities for financing their working
capital or for other productive purposes.
37. Banks may also provide bridge finance to corporates against the eligible
securities already held by them for financing promoters’ stake in new companies.
In such cases the acquiring company must have a firm plan and capability to
raise financial resources to repay the loan within one year from date of first
disbursal of bridge finance.
13Reserve Bank of India (Commercial Banks - Capital Market Exposure) Directions, 2025
38. Such lending shall be subject to the LTV ceiling as specified in paragraph 22 of
these Directions. Banks shall ensure the end use of funds in all such cases and
shall ensure that bank finance is not used for speculative purposes.
N. Acquisition Finance
39. Acquisition finance may be extended by banks to Indian corporates for acquiring
equity stakes in domestic or foreign companies as strategic investments, i.e.
those investments which are driven by the core objective of creating long-term
value for the acquirer through potential synergies, rather than mere financial
restructuring for short term gains.
40. Banks shall fix limits for their aggregate exposures towards acquisition finance
within the regulatory limit on ‘Direct Capital Market Exposures’ as per paragraph
11 (b).
Provided that aggregate exposure of a bank towards acquisition finance shall
not exceed 10 per cent of its Tier 1 capital.
41. Acquisition finance can be extended directly to the acquiring company, or to a
step-down special purpose vehicle (SPV) set up by the acquiring company
specifically for acquiring the target company.
42. Banks shall put in place a policy on acquisition finance, clearly defining the overall
limit, terms and conditions of eligibility of borrowers, security, margin, risk
management and monitoring norms etc., in addition to complying with the
following mandatory conditions:
(i) Acquiring company and the SPV set up by it, wherever applicable, shall
be a body corporate and shall exclude financial intermediaries such as
NBFC, Alternate Investment Fund (AIF) etc.
(ii) Acquiring company shall be a listed entity, having a satisfactory net worth
and profit making for last three years.
(iii) The annual returns of the target company should be available for at least
the previous three financial years.
14Reserve Bank of India (Commercial Banks - Capital Market Exposure) Directions, 2025
(iv) The acquiring company and the target company shall not be related
parties, where a ‘related party’ is as defined in Section 2 (76) of the
Companies Act 2013.
(v) Acquisition value of the target company shall be determined by two
independent valuations as prescribed in the SEBI regulations.
(vi) A bank may finance at most 70 per cent of the acquisition value, with at
least 30 per cent of the acquisition value to be funded by the acquiring
company in the form of equity using own funds.
(vii) The credit assessment shall be based on the combined balance sheet of
the acquirer company and the target company. Post-acquisition debt to
equity ratio at the acquiring company level or the SPV/target company
level, as applicable, shall be within prudential limits set by financing banks,
subject to a maximum of 3:1.
(viii) Acquisition finance shall be fully secured by shares of the target company
as primary security. Assets of the acquirer and/or target company, or other
securities held by the acquiring company, may be taken as collateral
security as per the bank’s policy.
(ix) Banks shall put in place rigorous and continuous monitoring of acquisition
finance exposures to manage the risks, with early warning systems and
regular stress testing to detect and address any signs of stress in the
portfolio.
O. Bank finance for PSU Disinvestments of Government of India
43. Banks may provide finance for acquisition of shares of PSU under a
disinvestment programme approved by Government of India, including the
secondary stage mandatory open offer wherever applicable, subject to the
following:
a) the companies, including the promoters, to which bank finance is to be
extended, should have adequate net worth and an excellent track record
of servicing loans availed from the banking system.
15Reserve Bank of India (Commercial Banks - Capital Market Exposure) Directions, 2025
b) there are no constraints for the pledgee to liquidate the shares, even during
lock-in period that may be prescribed in respect of such disinvestments, in
case of shortfall in margin requirements or default by the borrower.
c) such exposures secured by the shares of the disinvested PSUs or any
other shares, shall be reckoned as direct CME.
Chapter VII – Disclosures, Repeal and Amendments
44. Banks shall disclose the aggregate loan amount outstanding for all credit facilities
permitted under these Directions in the “Notes to Account” to their Balance Sheet.
45. Circulars mentioned in Annex 2 shall stand repealed from the effective date of
these Directions.
(Vaibhav Chaturvedi)
Chief General Manager
16Reserve Bank of India (Commercial Banks - Capital Market Exposure) Directions, 2025
Annex 1
List of Institutions
1. National Securities Depository Ltd. (NSDL)
2. Central Depository Services (India) Ltd. (CDSL)
3. NSE Clearing Ltd. [formerly known as National Securities Clearing
Corporation Ltd. (NSCCL)]
4. National Stock Exchange of India Ltd. (NSE)
5. Clearing Corporation of India Ltd. (CCIL)
6. A credit information company which has obtained Certificate of Registration
from RBI and of which the bank is a member
7. Multi Commodity Exchange of India Ltd. (MCX)
8. National Commodity and Derivatives Exchange Ltd. (NCDEX)
9. Indian Commodity Exchange Ltd. (ICEX)
10. National Commodities Management Services Ltd. (NCML)
11. National Payments Corporation of India (NPCI)
12. Industrial Finance Corporation of India Ltd. (IFCI)
13. Tourism Finance Corporation of India Ltd. (TFCI)
14. Risk Capital and Technology Finance Corporation Ltd. (RCTC)
15. Technology Development and Information Company of India Ltd. (TDICI)
16. National Housing Bank (NHB)
17. Small Industries Development Bank of India (SIDBI)
18. National Bank for Agriculture and Rural Development (NABARD)
19. Export Import Bank of India (EXIM Bank)
20. National Bank for Financing Infrastructure and Development (NaBFID)
21. Life Insurance Corporation of India (LIC)
22. General Insurance Corporation of India (GIC)
17Reserve Bank of India (Commercial Banks - Capital Market Exposure) Directions, 2025
Annex 2
List of circulars to be repealed
Sr. Circular No. Date Subject Para to be
No. repealed
1. DBOD.No.SIC.BC.114/C.7 October 24, Advances against Shares and All
39(A-1)/86 1986 Debentures
2. DBOD.SIC.BC.58/C.739(A June 6, 1987 Advances against Shares and All
-1)-87 Debentures
3. DBOD.No.Dir.BC.63/C.347 November 13, Loans and Advances against All
(PSB)87 1987 Shares and Debentures
4. DBOD.No.Dir.BC.82/C.347 January 20, Loans and Advances against All
(PSB)-88 1988 Shares and Debentures
5. DBOD.No.Dir.BC.106/C.96 March 17, Guidelines for Bank Finance to All
(S&D)-88 1988 Assist Employees to Buy Shares
of their own Companies
6. DBOD.FSC.152/C-469-89 November 22, Badla Financing by Banks/their All
1989 Subsidiaries
7. DBOD.No.Dir.BC.120/96(S June 14, 1990 Advances against the Security All
D/PSB)90 /Collateral of Shares, Debentures
and Public Sector Bonds
8. DBOD.No.Dir.BC.3/C.96(S July 2, 1991 Advances against the Security All
D/PSB)-91 /Collateral of Shares, Debentures
and Public Sector Bonds
9. DBOD.No.BC.105/21.01.0 April 7, 1993 Restriction on Credit to certain All
01/93 Sectors
10. DBOD.No.BC.112/21.01.0 April 16, 1993 Restriction on Credit to certain All
01/93 Sectors
11. DBOD.No.BC.147/13.07.0 August 5, 1993 Bank Finance for Market Makers All
5/93
12. DBOD.No.BC.168/13.07.0 September 16, Advances against Units of Mutual All
5/93-94 1993 Funds
13. DBOD.No.BC.199/13.07.0 November 30, Advances against Units of Mutual All
5/93-94 1993 Funds
14. DBOD.No.BC.139/13.07.0 November 26, Advances against Shares and All
5/94 1994 Debentures
15. DBOD.No.Dir.BC.1/13.07. January 06, Guidelines for Bank Finance to All
05/95 1995 Assist Employees to Buy Shares
of their own Companies
16. DBOD.No.Dir.BC.75/13.07 July 17, 1995 Advances against All
.05/95 Shares/Debentures
17. DBOD.No.Dir.BC.148/13.0 December 15, Unauthorised Issue of Duplicate All
7.05/95 1995 Share Certificates
18Reserve Bank of India (Commercial Banks - Capital Market Exposure) Directions, 2025
18. DBOD.No.Dir.BC.116/13.0 September 6, Loans and Advances against All
7.05/96 1996 Shares/Debentures
19. DBOD.No.Dir.BC.154/13.0 November 30, Loans and Advances against All
7.05/96 1996 Shares/Debentures
20. DBOD.No.Dir.BC.43/13.07 April 15, 1997 Advance against Shares All
.05/97
21. DBOD.No.Dir.BC.131/13.0 October 21, Advances against Shares and All
7.05/97 1997 Debentures/Bonds
22. DBOD.No.Dir.BC.138/13.0 October 21, Bridge Loans All
7.05/97-98 1997
23. DBOD.No.Dir.BC.141/13.0 November 8, Loans and Advances against All
7.05/97 1997 Shares and Debentures
24. DBOD.No.Dir.BC.36/13.03 April 29, 1998 Monetary and Credit Policy Para 3
.00/98 Measures
25. DBOD.No.Dir.BC.90/13.07 August 28, Bank Finance against Shares and All
.05/98-99 1998 Debentures - Master Circular
26. DBOD.No.Dir.BC.115/13.0 December 09, Dematerialisation of Securities All
7.05/98-99 1998 held as Collaterals
27. DBOD.No.DIR.BC.2/13:07: January 29, Bridge Loans All
05-99 1999
28. DBOD.BP.BC.51/21.04.13 November 10, Bank Financing of Equities and All
7/2000-2001 2000 Investments in Shares
29. DBOD.BP.BC.119/21.04.1 May 11, 2001 Bank Financing of Equities and Para 6, 7,
37/2000-2001 Investments in Shares - Revised 8, 9 and 10
Guidelines
30. DBOD.BP.BC September 22, Bank financing for margin trading All
27/21.04.137-2001 2001
31. DBOD.BP.BC.45/21.04.13 November 15, Bank financing for margin trading All
7 /2001-02 2001
32. DBOD.BP.BC.17 August 16, Guidelines for bank finance for All
/21.04.137/2002-2003 2002 PSU disinvestments of
Government of India
33. DBOD.Dir.BC.63/13.07.05/ January 29, Bank Financing of Equities and All
2002-03 2003 Investments in Shares
34. DBOD.No.BP.BC.67/21.04 February 04, Guidelines on Infrastructure Para 3.4
.048/2002-2003 2003 Financing
35. DBOD.BP.BC.83/21.04.13 March 21, Guidelines for Bank Finance for All
7/2002-2003 2003 PSU Disinvestments - Stipulation
of Lock-in period for Shares
36. DBOD. BP. BC. 34 / October 15, Guidelines for bank finance for All
21.04.137/ 2003- 2004 2003 PSU Disinvestments
37. DBOD.No.Dir.BC.61/13.07 January 3, Bank Financing of Equities and All
.05/2003-04 2004 Investments in Shares
19Reserve Bank of India (Commercial Banks - Capital Market Exposure) Directions, 2025
38. DBOD.No.Dir.BC.67/13.07 February 6, Guidelines for Bank Finance to All
.05/2003-04 2004 Assist Employees to buy Shares
of their own Companies
39. DBOD.No.Dir.BC.86/13.07 May 18, 2004 Bank Financing of Equities and All
.05/2003-04 Investments in Shares-
40. DBOD.No.Dir.BC.90/13.07 December 24, Bank finance to assist Employees All
.05/2004-05 2004 to buy shares of their own
companies
41. DBOD.No.Dir.BC.64/13.07 December 27, Bank Financing of Equities and All
.05/2004-05 2004 Investments in Shares
42. DBOD.No.Dir.BC.69/13.07 January 31, Advances against Units of Debt- All
.05/2004-05 2005 Oriented Mutual Funds-
43. DBOD. Dir.No.BC.93 June 07, 2005 Financing of acquisition of equity All
/13.07.05/2004-05 in overseas companies
44. DBOD No. Dir.BC. December 27, Guidelines for bank finance to All
51/13.07.05/2005-06 2005 employees/ Employee Trusts for
purchasing banks’ own shares
45. DBOD. No. Dir. BC. December 15, Banks’ exposure to Capital All
47/13.07.05/2006-2007 2006 Markets – Rationalization of
Norms
46. DBOD. Dir.BC.51/ January 09, Banks' Exposure to Commodity All
13.03.00/ 2006-07 2007 Markets – Margin Requirements
47. DBOD.No.Dir.BC.69/13.03 March 14, Grant of Loans for acquisition of All
.00/2006-2007 2007 Kisan Vikas Patras (KVPs)
48. Mail Box Clarification December 18, Exclusion of Exposure to Brokers
2008 in respect of Currency Derivatives
Segment from Capital Market
Exposure
49. DBOD. No. Dir. BC. 41 September 21, Items excluded from Capital All
/13.03.00/2010-11 2010 Market Exposure
50. DBOD.No.BP.BC.42/21.04 September 27, Bank Loans for Financing All
.141/2010-11 2010 Promoters Contribution
20