Bajaj Finance Ltd. moves to reshape its capital structure

At the ₹992.25 floor price, a full ₹11,700 Cr QIP would issue approximately 11.79 crore new shares. Against the existing equity share capital of ₹622.39 Cr at Q2 FY27, implying 622.39 crore shares because the face value is ₹1 per share, this represents:

• Share-count expansion: 11.79 / 622.39 = 1.9% of the pre-issue equity base. The QIP is capped at ₹11,700 Cr ^[1], while the floor price is ₹992.25 per share ^[2]. Existing equity share capital was ₹622.39 Cr ^[3], and the shares have a ₹1 face value ^[2].
• Dilution to existing holders: 11.79 / 634.18 = approximately 1.9% of the post-issue equity base. Existing shareholders would collectively own about 98.1% of the enlarged share base, assuming the entire QIP is issued at the floor price.
• Discount sensitivity: At the maximum permitted 5% discount, the issue price could be ₹942.64, increasing the QIP dilution to approximately 2.0%. The final price is to be determined with the BRLMs and may include a discount of up to 5% ^[4].

Tier-I CAR impact

The QIP strengthens Tier-I capital by adding common equity to the capital numerator. However, the company has not provided a QIP-only post-issue Tier-I CAR, and the uplift cannot be calculated precisely without the post-raise risk-weighted assets, the final issue price and the timing of deployment.

The relevant growth reference is management’s FY27 AUM growth guidance of 22–24% ^[5]. Q2 FY27 AUM growth was reported at 26.5% year-on-year, already above that internal range ^[6]. Management has described the fund raise as principally intended to support the company and subsidiaries’ growth ^[7]. The implication is that the equity is designed to preserve capital headroom as the loan book expands, rather than merely to address a regulatory shortfall.

For scale, third-party estimates for the full ₹17,500 Cr programme—the ₹11,700 Cr QIP plus ₹5,800 Cr of promoter warrants—are not consistent: HSBC estimated roughly 170 basis points of Tier-I uplift from a current level around 20% ^[6], while another illustrative calculation estimated an increase from 20.01% to 22.92%, or 291 basis points ^[8]. These are not company-guided figures and should not be treated as the QIP’s definitive impact.

If the ₹5,800 Cr warrants are also converted, the combined raise would add approximately 17.5 crore shares—11.79 crore from the QIP plus about 5.74 crore warrant shares ^[9]—resulting in roughly 2.7% dilution to the enlarged equity base. The QIP-only dilution estimate above is therefore the appropriate figure for the ₹992.25 floor-price question.

The QIP was approved for up to ₹11,700 Cr ^[1]. However, the offer-document allocation could not be confirmed as a quantified rupee or percentage split between:

• strengthening the balance sheet to support asset growth; and
• general corporate purposes or liquidity management.

Management described the capital raise as principally driven by growth, including the growth of Bajaj Finance and its subsidiaries ^[7], but that is not the same as a stated allocation percentage. Therefore, no separate amount for general corporate purposes or liquidity management should be inferred from the cited material.

Verdict: At the QIP floor price of ₹992.25 announced on 11 November 2026, Bajaj Finance is valued at approximately 5.57x pre-raise book value. The historical P/B multiple at the previous November 2023 ₹10,000 Cr equity raise could not be confirmed because the contemporaneous issue price and book value per share are not available in the cited evidence. ^{[10] [11]}

Valuation at the current floor

Using the latest standalone Q2 FY27 balance sheet:

• Total equity: ₹110,908.8 Cr ^[12]
• Equity share capital: ₹622.39 Cr ^[3]
• Face value: ₹1 per share ^[1]
• Derived book value per share: ₹110,908.8 Cr ÷ 622.39 Cr shares = ₹178.20
• Derived floor-price P/B: ₹992.25 ÷ ₹178.20 = 5.57x

This is a pre-raise P/B: the denominator uses book value before the QIP proceeds and warrant conversion. The proposed overall capital raise comprises up to ₹11,700 Cr through the QIP and ₹5,800 Cr through promoter warrants. ^[6]

The prior directly identified equity raise was ₹10,000 Cr in November 2023. ^[11] However, without its issue price and contemporaneous book value per share, it is not possible to state whether the current 5.57x represents a premium or discount to the previous raise valuation.

ROE after the November 2023 raise

The pattern is initial resilience followed by moderation:

• ROE rose by 0.5 percentage points from FY23 to FY24 and another 0.3 pp in FY25, indicating that the 2023 capital addition did not immediately impair returns.
• ROE then fell by 2.2 pp to 18.6% in FY26. This was consistent with denominator pressure as total equity grew 17.2%, while PAT growth slowed to 6.9%; it does not, however, isolate the impact of the equity raise from operating or balance-sheet factors. ^{[18] [19]}
• The Q2 FY27 ROE of 5.4% should not be annualised or compared directly with the full-year figures without knowing the platform’s quarterly ROE methodology.

Analytical read: The available history is based on only one clearly identified prior major raise, so it supports a pattern of ROE holding near 20% for roughly two years before easing, rather than a statistically robust post-dilution track record. The key test for the 2026 raise is whether profit growth and asset expansion outpace the enlarged equity base; the current floor valuation alone does not establish that outcome.