RBL Bank has been advised to suitably amend its Articles of Association and obtain approval of the RBI in this regard.
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Emirates NBD Bank (P.J.S.C) has received the Reserve Bank of India’s approval to acquire an aggregate of up to 74 per cent of the paid-up share capital of RBL Bank.
As per the RBI approval, which is valid for one year with effect from April 1, 2026, the investor (ENBD Bank) shall acquire and maintain a shareholding of at least 51 per cent of the paid-up share capital of RBL Bank. The bank shall be classified as a foreign bank in subsidiary mode, with the investor as its parent foreign bank.
The provisions applicable to foreign banks operating in wholly owned subsidiary mode shall be applicable to the bank, except the requirement to have at least half of the directors attending board meetings to be independent directors shall not apply, per the approval details shared by RBL Bank in a regulatory filing.
Further, RBL Bank has been advised to suitably amend its Articles of Association and obtain approval of the RBI in this regard.
“The RBI has no objection to ENBD being classified as the promoter of RBL, subject to applicable Securities and Exchange Board of India (Sebi) regulations. However, the dilution requirement under…the RBI (Commercial Banks–Acquisition and Holding of Shares or Voting Rights) Directions, 2025…will not be applicable to the bank,” per the approval.
The voting rights of ENBD shall be capped at 26 per cent of the total voting rights of RBL, in accordance with the Banking Regulation Act, 1949.
ENBD Bank has been exempted from the requirement of single mode of presence until its Indian branches are amalgamated with RBL Bank, or within one year, whichever is earlier.
In October 2025, RBL Bank announced that its board of directors had approved an investment of up to about $3 billion ( ₹26,850 crore) by Emirates NBD (ENBD) through a preferential issue to acquire a 60 per cent controlling stake in the bank.
This also triggers a mandatory open offer to be made by ENBD for the purchase of a stake of up to 26 per cent from the public shareholders of RBL Bank. Additionally, the transaction will involve the amalgamation of ENBD’s Indian branches with RBL Bank.
RBL Bank said the proposed transaction remains subject to receipt of certain other regulatory approvals and customary conditions precedent as mentioned in the October 2025 Investment Agreement entered into between the investor and the bank.
Published on April 2, 2026
