Reserve Bank of India has approved Asia II Topco XIII Pte. Ltd. to hold up to 9.99% of Federal Bank’s paid-up share capital. The clearance follows CCI approval in December. Regulatory conditions will apply.
Source: Federal Bank Press Release (NSE Exchange Fillings) | Published on Feb 05, 2025
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As quoted in the press release of Federal Bank (NSE Exchange Filings), on 5 February 2026, Federal Bank Ltd announced that Asia II Topco XIII Private Limited received RBI Regulatory Clearance to acquire an aggregate total of 9.99% of the paid-up share capital and/or voting rights of Federal Bank Ltd. This clearance follows previous approvals and is subject to compliance with all applicable statutory and regulatory requirements.
The approval is based on the guidelines promulgated by RBI. This acquisition relates to the voting rights, and equity stake in a scheduled commercial bank acquired by a foreign entity. Compliance with the Banking Regulation Act of 1949 and other related regulations must be fulfilled in entering into the acquisitions, and as part of the overall clearance process.
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RBI approval allows Asia II Topco XIII Pte. Ltd. to hold up to 9.99% of Federal Bank’s paid-up capital or voting rights.
Transaction is subject to compliance with multiple regulations including Reserve Bank and SEBI norms.
This follows the Competition Commission of India’s earlier clearance of the deal.
The underlying investment route involves preferential warrants convertible into equity.
According to the RBI, the acquisition approval is also subject to compliance with applicable laws and requirements under the Banking Regulation Act, 1949 and the Reserve Bank of India (Commercial Banks - Acquisition and Holding of Shares or Voting Rights) Directions 2025; as well as meeting any conditions imposed by the Foreign Exchange Management Act, 1999 and applicable guidelines established by the Securities and Exchange Board of India.
The statutory framework that applies to the foreign direct investment into Indian banks includes governance, capital adequacy, regulatory thresholds, and any other requirements established for scheduled commercial banks.
Asia II Topco XIII Pte. Ltd. must comply with all of the above stipulations both before and after acquiring equity shares that represent their stake. This includes filing all disclosures required under the Securities and Exchange Board of India (LODR) Regulations.
Earlier this year the Board of Directors of Federal Bank approved an investment agreement with an affiliate of US based private equity firm Asia II Topco XIII Pte Ltd whereby that affiliate would be making a strategic investment into Federal Bank through the issuance of preferential warrants via a private placement of securities.
Upon conversion of the warrants into equity shares it is anticipated that the affiliate will hold an approximately 9.99% equity interest in Federal Bank. In December 2025 the Competition Commission of India (“CCI”) had already cleared this proposed transaction subject only to the receipt of all necessary regulatory approvals required to proceed with completion of the transaction.
The equity and voting rights associated with the stake being purchased are non-controlling interests (i.e. up to 9.99% of the total shares). The typical structure of this type of deal includes investor rights as per Indian corporate law (e.g., nominations for directors, board representation, etc.), but the regulatory filing will only focus on the share ownership limit and any conditions that may attach to those shares.
The development of the shareholder base, therefore, may indicate an increase in institutional/foreign investor interest in Indian banking assets which are subject to regulations and capital requirements.
Detail | Information |
Stake Limit Approved | Up to 9.99% of paid-up share capital or voting rights |
Regulatory Clearance Date | 5 Feb 2026 |
Previous CCI Approval | December 2025 |
Acquisition Route | Preferential warrants convertible into equity |
Applicable Regulations | RBI Directions, FEMA, SEBI LODR |
Federal Bank share price stands at ₹287.60 per share on the BSE as of 5 Feb 2026 at 15:30 PM IST, up by 0.07% from the previous session’s close.
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