**Executive Summary**
The Reserve Bank of India (RBI) issued amendment directions to the "Reserve Bank of India (Commercial Banks – Credit Facilities) Directions, 2025" on February 13, 2026. These amendments modify existing guidelines for commercial banks concerning credit facilities, including acquisition finance and loans against financial assets. The new directions will be effective from April 1, 2026, or an earlier date if adopted in its entirety by a bank.
**Key Points / Main Content**
* **Definitions**
* Clarifies the definitions of "Collateral Security", "Acquisition Finance", "Bridge Finance", "Capital Market Intermediaries (CMIs)", "Control", "Eligible Securities", "Loan to Value (LTV)", "Margin", "Non-financial company", and "Primary Security".
* **Role of the Board**
* Sub-paragraph 5(11) is substituted with "Loan Against Financial Assets including eligible securities."
* Sub-paragraph 5(13) is substituted with "Bridge Finance".
* (15) Acquisition Finance, including financing extended by overseas branches of Indian banks.
* (16) Credit Facilities to Capital Market Intermediaries (CMIs)
* **Infrastructure Financing**
* Paragraph 137 is deleted.
* Sub-paragraph 137A (4) shall stand modified as under: Bank finance to InvITs for acquiring equity of other entities shall be subject to the relevant conditions given in Chapter XI – Acquisition Finance.
* **Acquisition Finance**
* Sections A through C, and paragraphs 158 through 170 are deleted.
* Provides guidelines for acquisition finance extended to Indian non-financial companies for acquiring equity stakes.
* Mandates a Board-approved policy incorporating underwriting benchmarks for acquisition finance.
* Defines eligible entities and conditions for extending acquisition finance.
* Outlines financial criteria for the acquiring company, including net worth and profitability requirements.
* Sets control acquisition requirements, including timelines and thresholds for acquiring control.
* Imposes related party restrictions between the acquiring and target companies.
* Allows refinance of existing acquisition finance transactions subject to provisions and prudential requirements.
* Specifies financing parameters, including credit assessment on a pro-forma consolidated basis and limits on total bank financing.
* Requires the acquiring company to contribute a portion of the funding from its own resources.
* Mandates a corporate guarantee from the acquiring company or its parent.
* Sets a post-acquisition Debt to Equity ratio limit.
* Addresses the use of bridge finance to meet the minimum own funds requirement.
* Mandates security for acquisition finance.
* Outlines other conditions for acquisition finance, including limits on funding contributions by overseas branches of Indian banks.
* **Loans Against Financial Assets**
* A new Section ‘Q. Loans Against Eligible Securities' is inserted after paragraph 219.
* Banks may extend credit facilities against the collateral of eligible securities.
* Loans against its own securities are not permitted.
* Loans against partly paid shares, securities under lock-in, Indian Depository Receipts (IDRs), securities of entities to which banks are not allowed to grant loans and advances, loans to companies for buy-back, and loans against Commercial Papers and Non-Convertible Debentures are not allowed.
* Requires robust mechanisms to monitor the end-use of funds.
* Requires adherence to Section 19(2) of Banking Regulation Act, 1949 on holding of shares.
* All exposures arising out of loans against eligible securities shall be included as CME.
* Provides Scope for Lending to Individuals.
* Banks shall lay down the LTV for loans against eligible securities to individuals.
* Banks may fix their own prudential limits for loans.
* Loans up to 25 lakh per individual may be granted for acquisition of securities in secondary markets.
* Banks may grant loans to individuals after ensuring due diligence for subscribing to shares under IPO/FPO/ESOP up to 25 lakh per individual.
* Banks may provide finance to non-financial entities against eligible securities, in addition to other collateral, for financing their working capital or for other productive purposes.
* Banks may put in a Board approved policy, to provide bridge finance to non-financial corporates against the collateral of eligible securities held by them or immovable properties for financing promoters' stake for setting up new companies.
* A custodian bank may issue Irrevocable Payment Commitments (IPCs).
* **Credit Facilities to Capital Market Intermediaries (CMIs)**
* A new Chapter ‘XIII A – Credit Facilities to Capital Market Intermediaries (CMIs)' shall be inserted
* The provisions of this Chapter are applicable to lending to CMIs.
* Credit facilities may be extended only to CMIs which are registered and regulated by a financial sector regulator.
* All exposures to CMIs shall be included as CME, except wherever specifically exempted.
* Banks shall put in place counterparty as well as aggregate exposure limits for CMIs.
* Defines permissible and prohibited credit facilities.
* Banks shall not provide finance to a CMI for acquisition of securities on its own account.
* All credit facilities to CMIs shall be provided on a fully secured basis.
* Banks cannot issue guarantee favouring another RE to enable it to provide any fund-based credit facility to an obligor.
* The collateral cover, as applicable, shall be maintained on an ongoing basis.
**Impact Analysis**
**Commercial Banks**
* **Impact:** Banks are subject to new and modified guidelines regarding credit facilities, particularly concerning acquisition finance and lending against financial assets.
* **Action Required:** Banks must review and update their internal policies and procedures to comply with the new guidelines. They need to establish Board-approved policies for acquisition finance, implement robust mechanisms for monitoring the end-use of funds, and adhere to the specified financial criteria, LTV ratios, and security coverage requirements. Banks also need to ensure compliance with the new regulations for lending to Capital Market Intermediaries (CMIs).
**Borrowers (Non-Financial Companies)**
* **Impact:** Indian non-financial companies seeking acquisition finance may face new eligibility criteria and conditions for obtaining such financing.
* **Action Required:** Borrowers need to assess their eligibility based on the financial criteria outlined in the directions and ensure they meet the requirements for net worth, profitability, and investment-grade rating.
**Capital Market Intermediaries (CMIs)**
* **Impact:** CMIs are subject to new regulations regarding credit facilities extended to them by commercial banks.
* **Action Required:** CMIs must ensure they are registered and regulated by a financial sector regulator and are in compliance with the prudential norms prescribed by such regulator.
**Individuals**
* **Impact:** Individuals will be impacted by changes in LTV requirements.
* **Action Required:** Individuals should be aware of the change in LTV requirements.
**Regulatory Bodies (RBI)**
* **Impact:** The RBI will oversee the implementation and compliance of the new guidelines by commercial banks.
* **Action Required:** The RBI will need to monitor and supervise banks to ensure they are adhering to the new regulations, including conducting inspections and audits as necessary.
Key Entities Referenced
Reserve Bank of India: The issuer and regulator of the directives.
Banking Regulation Act, 1949: The Act that empowers the Reserve Bank of India.
Reserve Bank of India (Commercial Banks – Credit Facilities) Directions, 2025: The original directions that are being amended in the document.
Reserve Bank of India (Commercial Banks – Concentration Risk Management) Directions, 2025: Referenced document on risk management.
Capital Market Intermediaries (CMIs): A key entity subject to specific credit facility regulations introduced by the Directions.
भारतीय ररज़र्व बैंक
RESERVE BANK OF INDIA
RBI/2025-26/211
DOR.CRE.REC.402/07-01-001/2025-26 February 13, 2026
Reserve Bank of India (Commercial Banks – Credit Facilities) Amendment
Directions, 2026
Please refer to Reserve Bank of India (Commercial Banks – Credit Facilities)
Directions, 2025 (hereinafter referred to as ‘the Directions’).
2. On a review, and in exercise of the powers conferred by the sections 21 and
35A of the Banking Regulation Act, 1949 and all other laws enabling the Reserve
Bank of India (hereinafter called the Reserve Bank) in this regard, the Reserve
Bank being satisfied that it is necessary and expedient in the public interest so to
do, hereby issues the Amendment Directions hereinafter specified.
3. The Amendment Directions modify the Directions as under:
3(1) In paragraph 4(1) of ‘Chapter I - Preliminary’ of the Directions, the
following modifications shall be effected:
3(1)(i) Sub-paragraph (i) shall be renumbered as (ib).
3(1)(ii) Sub-paragraph (vii) shall be substituted with the following:
(vii) “Collateral security” or “Collateral” means an asset on which a
security charge is created in favour of the lender for securing a credit
facility.
3(1)(iii) The following sub-paragraphs shall be inserted:
(ia) “Acquisition Finance” shall mean a financial facility or assistance
provided to an eligible borrower entity for the purpose of acquiring equity
shares or compulsorily convertible debentures (CCDs) in a target
company or its holding company, resulting in the borrower entity acquiring
control over the target company. Such funding may also
1Reserve Bank of India (Commercial Banks – Credit Facilities) Amendment Directions, 2026
involve refinancing of existing debt of the target company if the refinancing
is integral to the acquisition finance.
(iva) “Bridge Finance “shall mean financing a borrower for an interim
period, not exceeding one year, for a legitimate business purpose where
the borrower has a firm plan and capability to repay such loans by raising
financial resources either through issuance of equity, debt or hybrid
instruments or by divestiture/hive-off of a part of existing business/assets
within the interim period.
(va) “Capital Market Intermediaries (CMIs)” shall mean regulated entities
undertaking trade execution and market infrastructure services in capital
markets, including broking, clearing, custody, market making or other
incidental services.
Provided that CMIs shall not include Standalone Primary Dealers
and Qualified Central Counterparty (QCCPs).
(viiia) “Control” shall have the same meaning as defined in Section 2(27)
of the Companies Act, 2013.
(xivb) “Eligible Securities” shall include the following securities:
(a) Listed Group-1 equity shares and preference shares;
Explanation: Group 1 securities as defined under
instructions issued by Securities and Exchange Board of
India (SEBI)
(b) Government Securities, including Treasury Bills and
Sovereign Gold Bonds;
(c) Listed Debt Securities, including Convertible Debt Securities,
rated BBB or higher;
Explanation: Debt securities as defined under Section
2(1)(k) of the SEBI (Issue and Listing of Non-Convertible
Securities) Regulations, 2021 dated August 9, 2021, as
updated from time to time.
(d) Units of Mutual Fund Schemes which are listed or where
repurchase/redemption facility is available for such units
through the Asset Management Company, with underlying
2Reserve Bank of India (Commercial Banks – Credit Facilities) Amendment Directions, 2026
investments in equity, equity related instruments or debt
instruments.
(e) Units of Exchange Traded Funds (excluding gold, silver and
any other commodity ETFs)
(f) Units of Real Estate Investment Trusts (REITs) and
Infrastructure Investment Trusts (InvITs).
(xxiia) “Loan to Value (LTV)” shall mean the ratio of the outstanding loan
amount to the value of the securities as on any given day.
(xxiib) “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.
(xxiic) “Non-financial company” shall mean a non-banking institution
which is a company but not included in the definition of a ‘financial
institution’ or a ‘non-banking financial company’ as per the RBI Act, 1934.
(xxxa) “Primary Security” shall mean security created on assets which
have been financed out of the credit facility extended to the borrower.
3Reserve Bank of India (Commercial Banks – Credit Facilities) Amendment Directions, 2026
3(2) In ‘Chapter II - Role of The Board’ of the Directions, the following
modifications shall be effected:
3(2)(i) Sub-paragraph 5(11) shall be substituted with the following:
“Loan Against Financial Assets including eligible securities.”
3(2)(ii) Sub-paragraph 5 (13) shall be substituted with the following:
“Bridge Finance”
3(2)(iii) After sub-paragraph 14, the following sub-paragraphs shall be
inserted:
“(15) Acquisition Finance, including financing extended by overseas
branches of Indian banks
(16) Credit Facilities to Capital Market Intermediaries (CMIs)”
4Reserve Bank of India (Commercial Banks – Credit Facilities) Amendment Directions, 2026
3(3) In ‘Chapter IX – Infrastructure Financing’ of the Directions, the
following modifications shall be affected:
3(3)(i) Paragraph 137 shall be deleted.
3(3)(ii) Sub-paragraph 137A (4) shall stand modified as under:
“Bank finance to InvITs for acquiring equity of other entities shall be subject to
the relevant conditions given in Chapter XI – Acquisition Finance.”
5Reserve Bank of India (Commercial Banks – Credit Facilities) Amendment Directions, 2026
3(4) In ‘Chapter XI – Acquisition Finance’ of the Directions, the following
modifications shall be effected:
3(4)(i) Sections A through C, and correspondingly paragraphs 158 through
170, shall be deleted.
3(4)(ii) After paragraph 170, the following new Sections and paragraphs
shall be inserted:
170A. Acquisition finance may be extended by a bank to an Indian
non-financial company 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.
D. Board approved policy
170B. Banks shall put in place a Board approved policy on
acquisition finance, suitably incorporating the underwriting
benchmarks that address the structural complexities of such
transactions, in particular relating to exposure limits, equity
contribution, leverage multiples, and cash-flow certainty.
E. Eligible Entities and Conditions
170C. Acquisition finance can be extended to:
(1) the acquiring company, being a non-financial company, directly; or
(2) an existing non-financial subsidiary of the acquiring company; or
(3) a step-down special purpose vehicle (SPV) set up by the acquiring
company specifically for the purpose. This shall be without
prejudice to the extant norms relating to Core Investment
Companies.
170D. Acquisition finance shall be subject to the following
conditions:
6Reserve Bank of India (Commercial Banks – Credit Facilities) Amendment Directions, 2026
(1) Financial criteria of acquiring company: The acquiring company
(or, where acquisition is through an SPV or subsidiary, the acquiring
company controlling such SPV or subsidiary) shall meet the following
financial criteria at the time of sanctioning the acquisition finance:
(i) If listed on a recognized stock exchange in India: (a) Minimum
net worth of ₹500 crore; and (b) Net profit after taxes reported in
each of the previous three consecutive financial years.
(ii) If unlisted: (a) Minimum net worth of ₹500 crore; (b) Net profit
after taxes reported in each of the previous three consecutive
financial years, and (c) an investment grade rating (BBB- or
above) from a credit rating agency. If there is no rating available
for the acquiring company at the time of sanction, it shall have to
be obtained prior to disbursement of acquisition finance.
(2) Control acquisition requirements: The acquisition shall result in
the acquirer obtaining control of the target company through a single
transaction, or a series of inter-connected transactions but completed
within 12 months from the date of execution of the acquisition
agreement.
Provided that, where the acquiring company already holds control
over the target company prior to seeking acquisition finance,
acquisition finance may be extended only for acquiring additional
stake that crosses a substantial threshold of 26 per cent, 51 per cent,
75 per cent, 90 per cent of voting rights, each conferring materially
enhanced governance or control rights under applicable law.
Provided further that, where control of the target company is acquired
indirectly through acquisition of a holding company or intermediate
entity that controls the target company, the acquisition finance shall
be assessed based on the ultimate acquisition of control over the
target company, subject to all conditions of this regulation.
7Reserve Bank of India (Commercial Banks – Credit Facilities) Amendment Directions, 2026
(3) Related Party Restrictions: The acquiring company and the
target company shall not be related parties, where "related party"
means:
(i) Entities having a relationship as defined under Section 2(76) of
the Companies Act, 2013; or
(ii) Entities under common control, common management, or
common promoter group, whether directly or indirectly.
Provided that the above restrictions shall not apply for financing
acquisition of additional stake as prescribed under proviso to 170D(2)
above.
(4) Refinance of existing acquisition finance transactions may be
done subject to provisions of these Directions and prudential
requirements as specified in paragraph 6(12) of Reserve Bank of
India (Commercial Banks – Resolution of Stressed Assets)
Directions, 2025.
F. Financing Parameters
170E. Credit assessment shall be conducted on a pro-forma
consolidated basis, incorporating the financials of both the
acquiring and target entities. Total bank financing shall not
exceed 75 per cent of the acquisition value, as independently
assessed by the bank as under:
(1) Listed Company: Valuation as determined by one
independent valuer (to be appointed by the bank) as per para 8
(2) (e) of SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011 (‘SEBI SAST Regulations’) for
valuing shares not frequently traded (using valuation
parameters including, book value, comparable trading
multiples, and such other parameters as are customary for
valuation of shares of such companies);
8Reserve Bank of India (Commercial Banks – Credit Facilities) Amendment Directions, 2026
(2) Unlisted company: Lower of the valuation determined by two
independent valuers (to be appointed by the bank) as per para
8 (2) (e) of SEBI SAST Regulations, 2011 for valuing shares not
frequently traded (using valuation parameters including, book
value, comparable trading multiples, and such other
parameters as are customary for valuation of shares of such
companies).
170F. The acquiring company must contribute the
remaining amount from its own funds, such as internal accruals or
fresh equity.
170G. A corporate guarantee from the acquiring company, or its
parent or the group holding entity, shall be mandatory.
170H. Post-acquisition, Debt to Equity ratio at the acquiring
company’s consolidated balance sheet level shall not exceed 3:1
on a continuous basis.
170I. While the acquiring company, if listed, may utilize bridge
finance to satisfy the minimum own funds requirement of 25 per
cent, acquisition finance in such cases shall be subject to the
following conditions:
a. there is a clearly identified repayment source (e.g., an equity
issue or asset sale) to replace the bridge finance with equity
within a specified period (maximum 12 months).
b. if the bridge finance is provided by a bank, it shall be on a
secured basis.
c. bridge finance should not result in dilution of security
coverage for the acquisition finance as permitted in
paragraph 170E.
G. Security Creation and Valuation
9Reserve Bank of India (Commercial Banks – Credit Facilities) Amendment Directions, 2026
170J. Acquisition finance shall be secured by the acquired equity
shares/CCDs of the target company, without prejudice to the
provisions of Section 19(2) of the BR Act 1949. Other
unencumbered assets of the acquirer and/or target company, and
promoter’s personal guarantee may be taken as additional
collateral as per the bank’s policy.
170K. Equity shares or CCDs acquired by the acquiring company
shall be free from any encumbrance.
H. Other Conditions
170L. Acquisition finance undertaken by overseas branches of
Indian banks as part of syndication arrangements, shall not be
subject to the Directions given in this chapter provided that, the
funding contribution of a bank under such a syndication
arrangement for a particular deal, across all overseas branches,
shall not exceed 20 per cent of total funding under the deal.
170M. Banks shall fix limits for their aggregate exposures towards
acquisition finance within the regulatory limit as specified in Chapter
V of the Reserve Bank of India (Commercial Banks - Concentration
Risk Management) Directions, 2025.”
10Reserve Bank of India (Commercial Banks – Credit Facilities) Amendment Directions, 2026
3(5) In ‘Chapter XIII - Loans Against Financial Assets’ of the Directions, the
following amendments shall be effected:
3(5) (i) All Sections and Paragraphs – except Section M and Section O, and
Paragraphs 215, 216 and 218 - shall be deleted.
3(5) (ii) A new Section ‘Q. Loans Against Eligible Securities’ shall be
inserted after paragraph 219 as given below:
“Q. Loans against Eligible Securities
Q.1 General Conditions
219A. Banks may extend credit facilities against the collateral of eligible
securities, as permitted in this chapter, 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 single borrower/group borrower limits; concentration limits for
exposure to single securities; LTV/margins and haircuts for different
securities; and rules for ongoing valuation and margin calls.
219B. Notwithstanding the above, following loans by a bank shall not be
permitted:
(1) Loans against its own securities;
Provided that, a bank may extend loans to individuals against
Long-Term Bonds issued by it for infrastructure financing under
the provisions of the Reserve Bank of India (Commercial Banks
– Resource Raising Norms) Directions, 2025. The Board of the
bank shall frame a policy in this regard, prescribing suitable
margins, purpose of the loan, and other necessary safeguards.
Such loans shall be subject to a ceiling, say, ₹10 lakh per
borrower; and tenure of the loan shall not exceed the maturity
period of the underlying bonds. It is also clarified that a bank
shall not extend loans against such bonds issued by other
banks.
Provided further that, a bank may lend against CDs and buy
back their own CDs where such CDs are held by mutual funds,
11Reserve Bank of India (Commercial Banks – Credit Facilities) Amendment Directions, 2026
subject to the provisions of paragraph 42 (1) of the SEBI
(Mutual Funds) Regulations, 2026. Further, such finance if
extended to equity-oriented mutual funds shall form part of
banks’ capital market exposure, as hitherto.
(2) loans against partly paid shares;
(3) loans against securities which are under any lock-in requirements;
(4) loans against collateral of Indian Depository Receipts (IDRs);
(5) loans against securities of such entities to which banks are not
allowed to grant loans and advances;
(6) loans to companies for buy-back of shares/ securities as specified
in paragraph 23 of Reserve Bank of India (Commercial Banks –
Credit Risk Management) Directions, 2025;
(7) loans against Commercial Papers and Non-Convertible Debentures
of original or initial maturity upto one year;
219C. While undertaking lending activities under the provisions of this
chapter, a bank shall:
(1) put in place robust mechanisms to monitor end use of the funds.
(2) stipulate suitable risk limits taking into account inter alia the liquidity,
volatility, and potential stress period corrections in the price of
securities.
(3) ensure that the residual maturity 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.
Explanation: Condition of residual maturity is applicable in cases of
non-perpetual securities.
(4) ensure that provision of Section 19(2) of Banking Regulation Act,
1949 on holding of shares are adhered to.
(5) 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.
(6) undertake the creation and invocation of pledge/hypothecation/lien
against Government securities in terms of Section 28 of the
12Reserve Bank of India (Commercial Banks – Credit Facilities) Amendment Directions, 2026
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.
(7) 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
paragraph 11 of circular on ‘Sovereign Gold Bond Scheme of the
Government of India (GoI) - Procedural Guidelines – Consolidated’
dated October 22, 2021, as amended from time to time.
219D. All exposures arising out of loans against eligible securities under
this Chapter shall be included as CME, as specified in Reserve Bank
(Concentration Risk Management) Directions, 2025, except wherever
specifically exempted.
Q.2 Lending to Individuals
Q.2.1 Scope
219E. Loans to individuals, including Hindu Undivided Families (HUFs)
which are not commercial entities, shall be covered under this section.
219F. Banks may lend to individuals against eligible securities, subject to
the LTVs and prudential ceilings specified hereunder.
Q.2.2 LTV Requirements
219G. Banks shall lay down the LTV for loans against eligible securities to
individuals as per their credit policy, subject to the following ceilings:
Eligible Securities LTV Ceiling
Government Securities (including T-Bills) As per bank’s policy
Sovereign Gold Bonds (SGBs) As applicable in case
of loans against Gold
and Silver Collateral
Listed shares and listed convertible debt 60 per cent
securities
13Reserve Bank of India (Commercial Banks – Credit Facilities) Amendment Directions, 2026
Mutual Funds (excluding Debt MFs), Units of ETF 75 per cent
and Units of REITs/InvITs
Debt Mutual Funds 85 per cent
Listed Debt Securities with rating:
AAA 85 per cent
AA – BBB 75 per cent
219H. 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.
219I. Valuation of securities taken as collateral, for the purpose of LTV
shall be as per the following norms:
(1) Valuation of debt securities shall be in terms of Reserve Bank of
India (Commercial Banks – Classification, Valuation, and Operation
of Investment Portfolio) Directions, 2025, as updated from time to
time.
(2) 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.
Q.2.3 Prudential Ceilings
219J. Banks may fix their own prudential limits in terms of their approved
policy for loans to individuals against collateral of Government securities
(including 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.
219K. The amount of loan that can be granted to individuals against
eligible securities other than those mentioned in paragraph 219J above
shall be capped at ₹1 crore per individual.
14Reserve Bank of India (Commercial Banks – Credit Facilities) Amendment Directions, 2026
219L. Within the above limits as prescribed in paragraphs 219J and 219K
above, loan up to ₹25 lakh per individual may be granted for the purpose
of acquisition of securities in secondary markets.
Q.2.4 IPO/FPO/ESOP Financing
219M. Banks may grant loans to individuals after ensuring due diligence
for subscribing to shares under initial public offer (IPO), follow-on public
offer (FPO), or under employee stock option plan (ESOP) upto ₹25 lakh
per individual.
Provided that the loan amount shall not exceed 75 per cent of the
subscription value, i.e., borrowers shall contribute a minimum cash
margin of 25 per cent.
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
IPOs/FPOs/ESOPs or from the secondary market.
219N. It shall be ensured that a lien is created on the shares to be allotted
under the IPOs/FPOs/ESOPs, and such shares shall be pledged to the
lender upon allotment.
Q.3 Lending to non-individuals (other than CMIs)
Q.3.1 Loans for General Business Purposes
219O. A bank may provide finance, as per its approved policy, to non-
financial entities against eligible securities, in addition to other collateral,
for financing their working capital or for other productive purposes.
Q.3.2 Bridge Finance for Financing Promoter’s stake in New
Companies
219P. Banks may put in a Board approved policy, to provide bridge
finance to non-financial corporates against the collateral of eligible
securities held by them or immovable properties for financing promoters’
stake for setting up new companies.
15Reserve Bank of India (Commercial Banks – Credit Facilities) Amendment Directions, 2026
219Q. Such lending under paragraph 219O and 219P against eligible
securities shall be subject to the LTV ceiling as specified in paragraph
219G of these Directions. Banks shall ensure the end use of funds in all
such cases is not used for speculative purposes.
Q.3.3. Issue of Irrevocable Payment Commitments
219R. A custodian bank may issue Irrevocable Payment Commitments
(IPCs) on behalf of their clients, in favour of a Clearing Corporation of a
Stock Exchange, subject to meeting any one of the following conditions:
(1) 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,
(2) 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.”
16Reserve Bank of India (Commercial Banks – Credit Facilities) Amendment Directions, 2026
3(6) A new Chapter ‘XIII A – Credit Facilities to Capital Market Intermediaries
(CMIs)’ shall be inserted as given below:
“Chapter XIII A – Credit Facilities to Capital Market Intermediaries
(CMIs)
A. Scope
219S. Provisions of this Chapter are applicable to lending to CMIs, as
defined under these Directions.
B. General Conditions
219T. Credit facilities may 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.
219U. All exposures to CMIs shall be included as CME, except wherever
specifically exempted.
219V. Banks shall put in place counterparty as well as aggregate
exposure limits for CMIs, within the overall prudential limits for CME, and
relevant limits prescribed under the Large Exposures Framework (LEF)
and Intra-group transactions and exposures (ITE) in terms of Reserve
Bank of India (Commercial Banks – Concentration Risk Management)
Directions, 2025.
C. Permissible and Prohibited Credit Facilities
219W. A bank 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/clearing members to meet settlement related timing mismatches;
and market making (for equity as well as debt securities, including State
and Central Government securities).
219X. A bank may also issue guarantees on behalf of brokers or
professional clearing members and in favour of exchanges or clearing
houses, as applicable, in lieu of:
17Reserve Bank of India (Commercial Banks – Credit Facilities) Amendment Directions, 2026
(1) security deposit to the extent it is acceptable in the form of
bank guarantee as laid down by stock exchanges;
(2) margin requirements as per exchange regulations.
219Y. Such guarantees shall be secured by a minimum collateral of 50 per
cent, out of which 25 percent shall be in cash.
219Z. Banks shall not provide finance to a CMI for acquisition of securities
on its own account, including for proprietary trading or investments.
Provided that:
(1) a bank may extend finance to a CMI for market making in equity and
debt securities, subject to ensuring that those securities in which the
market making operations are undertaken by the borrower market
maker are not accepted as collateral.
(2) a bank may provide working capital finance to a CMI for warehousing
of debt securities upto a maximum period of 45 days for fulfilling firm
demand/request from its clients.
(3) a bank may extend guarantees in terms of paragraph 219X for
proprietary trading by CMIs subject to the facility being fully secured
by collateral of cash, cash equivalents and Government Securities, out
of which a minimum 50 per cent shall be cash.
D. Security Coverage
219AA. In general, all credit facilities to CMIs shall be provided on a fully
secured basis (i.e. 100 per cent collateral). Credit facilities to CMIs can be
secured by eligible securitiesor other collaterals such as cash, other
permissible financial assets (except Commercial Paper and Non-
Convertible Debentures of original or initial maturity up to one year),
immovable properties, receivables, bank guarantees and standby letter of
credit (SBLC).
Provided that:
(1) Intra-day limits to CMIs to meet any shortfall arising on account of
settlement timing difference in centrally cleared trades placed on behalf
18Reserve Bank of India (Commercial Banks – Credit Facilities) Amendment Directions, 2026
of clients may be extended against a minimum collateral of 50 per cent
subject to the condition that receivables to the bank are from a QCCP;
(2) In respect of financing to brokers for margin trading facility (MTF)
provided by them to their clients in terms of SEBI Regulations, the
facility shall be fully secured by collateral of cash, cash-equivalents and
Government securities out of which a minimum 50 per cent shall be
cash.
(3) A bank shall apply suitable haircuts to various eligible securities
accepted as collateral as per its policy, subject to a minimum haircut of
40 per cent in case of equity shares.
219AB. In terms of para 414 of ‘Chapter XVI - Non-Fund Based (NFB)
Credit Facilities’ of these Directions, banks cannot issue guarantee
favouring another RE to enable it to provide any fund-based credit facility
to an obligor. Notwithstanding this provision, counter-guarantees issued
by other Indian banks and SBLCs issued by foreign banks of repute,
including foreign parent bank of a CMI, may also be considered as eligible
non-cash collateral wherever allowed for the purpose of this Chapter.
Provided that this shall be without prejudice to the extant FEMA
regulations.
219AC. The collateral cover, as applicable, shall be maintained on an
ongoing basis and the facility agreements shall have explicit provisions for
margin calls in the event of shortfalls.
219AD. A bank shall ensure that the collaterals placed for such financing
generally belong to the borrower CMI. Collateral belonging to a group
entity/promoter of the CMI may also be accepted, provided it is
unencumbered, exclusively charged for this facility and legally
enforceable.”
4. The above amendments 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,
19Reserve Bank of India (Commercial Banks – Credit Facilities) Amendment Directions, 2026
fresh loans/ guarantees or existing loans / guarantees renewed from the date of
adoption/coming into force of these Directions shall comply with these Directions.
5. Consequent to the above amendments, other amendment directions
viz., Reserve Bank of India (Commercial Banks - Prudential Norms on Capital
Adequacy) Second Amendment Directions, 2026; Reserve Bank of India
(Commercial Banks – Concentration Risk Management) Amendment Directions,
2026; Reserve Bank of India (Commercial Banks – Financial Statements:
Presentation and Disclosures) – Third Amendment Directions, 2026; and
Reserve Bank of India (Commercial Banks – Undertaking of Financial Services)
– Amendment Directions, 2026 have been separately issued.
(Vaibhav Chaturvedi)
Chief General Manager
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