RBL Bank’s Board has approved a ₹26,853.28 crore investment from Emirates NBD Bank (ENBD), giving the Dubai-based lender a 60% stake via preferential issue at ₹280 per share. The deal also involves merging ENBD’s India branch into RBL Bank and capping aggregate foreign ownership at 24%. RBL Bank and ENBD have received approval from the Reserve Bank of India (RBI) to proceed with the deal which will also be subjected to shareholder approval at an extraordinary general meeting on November 12, 2025.
Key Highlights of the Transaction
RBL Bank has agreed to issue up to 95,90,45,636 fully paid-up equity shares to Emirates NBD Bank (ENBD) at a price of ₹280 per share, aggregating to ₹26,853.28 crore. This investment will give ENBD a 60% stake in RBL Bank (subject to adjustments). The decision was made at a board meeting on October 18, 2025. This is done through the Preferential Issue which is subject to receipt of shareholder and statutory approvals.
Merger and Ownership Changes
The deal includes a scheme to amalgamate ENBD’s India branch with RBL Bank, pending regulatory approval. The Board has also approved capping the aggregate foreign ownership in the Bank at 24% initially, increasing to a maximum of 74% post-completion of the investment. A total of 8,70,89,286 equity shares will be issued for the ENBD India Branch amalgamation, at a face value of ₹10 each.
Management and Control
Following the completion of the preferential issue, ENBD will acquire control of RBL Bank, and will be classified as a promoter. ENBD will have the right to nominate all non-independent directors on the Board subject to meeting certain shareholding thresholds, as per the Investment Agreement.
Strategic Rationale
The ENBD India Branch amalgamation will benefit RBL from larger net worth, allowing for underwriting of larger loans in the corporate segment and enable larger share in high quality corporate customers.
Extraordinary General Meeting
RBL Bank will convene an extraordinary general meeting (EGM) on November 12, 2025, to seek shareholder approval for the preferential issue, increase in authorized share capital, the amalgamation, capping of aggregate foreign ownership and amendments to the Articles of Association (AOA).
Utkarsh Small Finance Bank (USFB) Shareholding
The Board also noted the RBI’s prior approval for RBL Bank to acquire shareholding in Utkarsh Small Finance Bank (USFB) accruing on account of upcoming rights issue by USFB. However, the aggregate holding of the Bank in USFB shall remain below 10% of the paid-up share capital or voting rights of USFB, at all times.
Source: BSE
