Bajaj Finance Allots 5.74 Crore Convertible Warrants to Promoter Bajaj Finserv for Rs 5,799 Crore
PUNE — Non-banking financial company (NBFC) Bajaj Finance Limited announced on Tuesday that it has approved the allotment of 5,74,25,740 warrants on a preferential basis to its promoter and holding entity, Bajaj Finserv Limited, for an aggregate consideration of Rs 5,799.99 crore.
The decision was finalized at a meeting of the PI 2026-Special Committee of the Board of Directors, which determined an issue price of Rs 1,010 per warrant. Each warrant is convertible into an equivalent number of equity shares with a face value of Re 1 each, in compliance with Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (SEBI ICDR Regulations).
Capital Structure and Payment Tranches
Under regulatory frameworks governing preferential allotments, promoter warrants follow a staged payment schedule:
- Upfront Consideration: Bajaj Finserv will pay a minimum of 25% of the total issue price upon allotment, amounting to approximately Rs 1,450 crore.
- Balance Consideration: The remaining 75% is payable over an 18-month tenure at the time of exercising the conversion rights.
- Forfeiture Clause: If the warrant holder fails to exercise the option within the 18-month regulatory window, the upfront amount paid will stand forfeited.
The pricing follows shareholder approval secured during an Extraordinary General Meeting (EGM) conducted via video conferencing on November 2, where members passed special resolutions for both the preferential warrant issue and a planned institutional placement.
Anchor to a Broader Rs 17,500 Crore Roadmap
The preferential warrant allotment forms a major component of Bajaj Finance’s broader Rs 17,500 crore fundraising blueprint, first cleared by its board in early October. The comprehensive capital-raising program comprises:
- A Qualified Institutions Placement (QIP) of equity shares to raise up to Rs 11,700 crore from institutional buyers.
- A preferential issuance of convertible warrants worth up to Rs 5,800 crore allocated exclusively to promoter Bajaj Finserv.
The combined exercise represents the company's first major equity-linked fundraise since late 2023, when it tapped the market for Rs 10,000 crore through a similar blend of QIP and promoter warrants.
Strategic Significance for Investors
For Indian market participants, the transaction provides clarity on both governance and balance-sheet preparedness. Bajaj Finserv currently holds a 51.3% majority equity stake in Bajaj Finance. Executing a massive Rs 11,700 crore institutional QIP on its own would have caused equity dilution and potentially reduced promoter holding. By participating alongside institutional investors with a Rs 5,799.99 crore warrant commitment, Bajaj Finserv defends its majority ownership and signals continued promoter conviction in the NBFC's long-term compounding narrative.
With consolidated assets under management (AUM) exceeding Rs 5 lakh crore, the fresh equity infusion will provide long-term capital headroom. Analysts note that assuming standard NBFC leverage of five to six times, this capitalization pipeline gives Bajaj Finance the capacity to deploy over Rs 1 lakh crore in incremental credit over the next few financial years.
