As per RBI approval, Emirates NBD Bank (ENBD) shall acquire and maintain a shareholding of at least 51 per cent of the paid-up share capital of the RBL Bank .
RBL Bank shall be classified as a foreign bank in subsidiary mode, with Emirates NBD Bank as its parent foreign bank, as per the approval.
The provisions applicable to foreign banks operating in wholly owned subsidiary mode, as set out in Chapter IV of the Reserve Bank of India (Commercial Banks – Governance) Directions, 2025 dated November 28, 2025, 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, it said.
In a stock exchange filing, RBL Bank said it has been advised to suitably amend its Articles of Association and obtain approval of the RBI and the Bank will take the necessary steps accordingly.
The Reserve Bank has no objection to ENBD being classified as the promoter of RBL, subject to applicable Securities and Exchange Board of India regulations. However, the dilution requirement under paragraph 11 of Annex I of the Reserve Bank of India (Commercial Banks – Acquisition and Holding of Shares or Voting Rights) Directions, 2025 dated November 28, 2025, will not be applicable to the Bank, it added.
The voting rights of ENBD shall be capped at 26% of the total voting rights of RBL, in accordance with section 12(2) of the Banking Regulation Act, 1949. It is also exempted from the requirement of single mode of presence until the Indian branches of the Investor are amalgamated with the Bank, or within one year, whichever is earlier.
The RBI Approval is valid for one year from the date of the letter (which is 1 April, 2026).
The RBI Approval is subject to receipt of necessary approval from Government of India for investment beyond 49% in the Bank under the approval route and compliance with the relevant provisions of the Banking Regulation Act, 1949, Reserve Bank of India (Commercial Banks – Acquisition and Holding of Shares or Voting Rights) Directions, 2025, dated November 28, 2025, (as amended from time to time), provisions of the Foreign Exchange Management Act, 1999, regulations issued by Securities and Exchange Board of India, and any other statutes, regulations and guidelines, as applicable.
Last year, Emirates NBD Bank (P.J.S.C.) agreed to buy controlling stake in RBL Bank through a primary infusion of about USD 3billion (Rs. 26,850 crore).
The proposed investment will be made via a preferential issue of up to 60 per cent and will be subject to regulatory approvals and other customary closing conditions. As part of this transaction, ENBD will also make a mandatory open offer for the purchase of up to 26 per cent stake from the public shareholders of RBL Bank, in accordance with SEBI’s Takeover Regulations, as per the earlier announcement.
