RBI Grants Conditional Approval for Mizuho Acquisition of Avendus with NBFC Consolidation Mandate — October 9, 2026

The Reserve Bank of India (RBI) has issued a conditional approval for Japan-based Mizuho Financial Group's proposed majority acquisition of homegrown institutional financial services firm Avendus Capital Private Limited, attaching a key caveat requiring the submission of a comprehensive NBFC consolidation plan.

Under the transaction agreement announced in December 2025, Mizuho Securities Co., a core subsidiary of Mizuho Financial Group, agreed to acquire between 61.6% and 78.3% of Avendus Capital in a buyout valuing the Indian investment bank at approximately ₹5,800 crore to ₹5,900 crore. The deal marks a complete exit for private equity titan KKR, which held about 63% through its affiliate Redpoint Investments Pte Ltd, along with co-founder Ranu Vohra divesting his equity interest.

The Regulatory Caveat: NBFC Consolidation

While the transaction previously secured clearance from the Competition Commission of India (CCI) in late April 2026, the central bank's assent was essential due to Avendus Capital's underlying lending subsidiary, Avendus Finance Private Limited (AFPL).

AFPL is an RBI-registered Systemically Important Non-Deposit Taking Non-Banking Financial Company (NBFC-ND-SI) specialising in structured debt, promoter financing, corporate finance, and loan-against-securities, with an active loan book exceeding ₹1,260 crore.

The central bank's approval requires Mizuho and Avendus to submit a defined roadmap to rationalize and consolidate NBFC entities. The RBI has consistently maintained a strict regulatory framework under its Scale-Based Regulation (SBR) guidelines and group holding directives, which discourage banking and foreign conglomerate groups from maintaining multiple NBFC licenses or fragmented credit vehicles carrying out overlapping activities without group-level oversight and harmonisation. Mizuho already maintains commercial bank branches in India and holds an equity investment of 15% in Kisetsu Saison Finance (India), the local lending arm of Credit Saison.

Operational Continuity and Deal Mechanics

Despite the regulatory requirement for the lending arm, the broader transaction preserves operational autonomy at Avendus:

• Co-founders Gaurav Deepak and Kaushal Aggarwal will retain their executive leadership roles alongside their combined 12% equity holding.
• Local private equity backer Gaja Capital will remain invested with an estimated 7% stake.
• Mizuho will take majority board representation with four director seats, along with affirmative negative control and veto rights on critical operational and capital allocation decisions.
• Avendus will continue operating under its existing brand identity while plugging into Mizuho’s global Corporate & Investment Banking (CIB) franchise, linking with platforms like US-based advisory firm Greenhill & Co.

Strategic Impact on the Indian Financial Sector

The Mizuho-Avendus buyout represents one of the largest cross-border investments in India’s merchant banking and investment banking space. The conditional approval reinforces two significant trends currently reshaping the Indian financial landscape:

Surging Japanese Institutional Capital: Japanese mega-banks—including Mizuho, Sumitomo Mitsui Banking Corporation (SMBC), and Mitsubishi UFJ Financial Group (MUFG)—have deployed billions of dollars across Indian commercial banks, wealth managers, and shadow lenders. Saturated home market conditions in Japan, characterised by low yields and demographics, contrast sharply with India's expanding corporate balance sheets, active initial public offering (IPO) pipeline, and robust credit appetite.

Strict RBI Surveillance Over Shadow Banking Entities: The RBI’s condition confirms that even while the central bank remains receptive to long-term foreign strategic capital, it will not dilute prudential oversight over domestic credit delivery channels. Foreign acquirers expanding into multi-license financial ecosystems must integrate disparate lending operations into transparent, unified structures.

Following the submission and vetting of the NBFC consolidation plan, the parties are expected to proceed toward final closing within the current financial year.

Tags: Mizuho Financial Group Avendus Capital Reserve Bank of India Avendus Finance NBFC KKR