RBL Bank Board Approves ₹26,853 Crore Capital Raise and Amalgamation with Emirates NBD

RBL Bank’s board has greenlit a substantial ₹26,853 crore capital infusion from Emirates NBD Bank via preferential issue. Additionally, they approved a scheme for amalgamating Emirates NBD’s India branch into RBL Bank. This move aims to bolster RBL’s capital base, facilitate regulatory compliance, and leverage synergies. Shareholders’ approval is pending, and foreign ownership is capped at 24% initially. An extraordinary general meeting will be held on November 12, 2025.

Major Capital Infusion Approved

The Board of Directors of RBL Bank has approved a fund raise of up to INR 26,853.28 crore from Emirates NBD Bank (P.J.S.C) through the issuance of up to 95,90,45,636 fully paid-up equity shares. The issue price is set at INR 280 per equity share. This preferential issue aims to enhance the bank’s capital adequacy and support future growth initiatives.

Amalgamation of Emirates NBD India Branch

In a strategic move, the board has also approved a scheme for the amalgamation of the India Branch of Emirates NBD Bank into RBL Bank. This will be executed under Section 44A of the Banking Regulation Act, 1949. RBL Bank will issue and allot approximately 8,70,89,286 equity shares to Emirates NBD Bank for the transfer of the India operations. The effective date for this amalgamation is projected to be April 1, 2026.

Key Strategic Considerations

To facilitate the proposed transactions, RBL Bank will seek shareholder approval to cap the aggregate foreign ownership in the bank at 24% of the total equity instruments. This measure is intended to manage foreign investment headroom and ensure compliance with regulatory requirements. The board has also approved an increase in the authorized share capital of the Bank from INR 10,000 crore to INR 18,000 crore.

Upcoming Shareholder Meeting

An extraordinary general meeting (EGM) of the shareholders will convene on November 12, 2025, in Kolhapur, to seek approval for the preferential issue, the proposed amalgamation, and amendments to the Bank’s Memorandum and Articles of Association.

Acquisition of Utkarsh Small Finance Bank

The board has noted the prior approval received from the Reserve Bank of India (RBI) for RBL Bank to acquire shareholding in Utkarsh Small Finance Bank Limited (USFB) through an upcoming rights issue. The aggregate holding in USFB will remain below 10% of the paid-up share capital or voting rights of USFB.

Source: BSE

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