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Date: 2025-10-24 Category: Not Applicable State: Union Government Country: India

Reserve Bank of India (Commercial Banks - Capital Market Exposure) Directions, 2025 – Draft

Issued by Reserve Bank of India · Not Applicable

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Executive Summary & Key Takeaways

**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.
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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

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