Emirates NBD Bank PJSC (Emirates NBD) is set to acquire a controlling 60% stake in RBL Bank through a Rs 26,853-crore preferential equity infusion. The deal marks the largest foreign direct investment in India’s financial services sector to date. Emirates NBD will be allotted up to 959 million equity shares at Rs 280 per share, 6.5% lower than Friday’s close of Rs 299.50 per share.
The preferential allotment has also triggered a mandatory open offer under Securities and Exchange Board of India’s (SEBI) Substantial Acquisition of Shares and Takeovers Regulations, 2011. Emirates NBD will make a mandatory open offer for 415.5 million shares (26% of the expanded capital, including the preferential allotment) to existing shareholders, to acquire at least 51% of the paid-up share capital post-issue. To ensure sufficient headroom for foreign investment, RBL Bank will seek approval to cap aggregate foreign ownership at 24% until the transaction is consummated.
In tandem with the capital raise, RBL Bank has proposed key amendments to its constitutional documents. The Memorandum of Association (MOA) will be revised to increase the authorised share capital from Rs 1,000 crore to Rs 1,800 crore, enabling the issuance of up to 1,800 million equity shares of Rs 10 each. The Articles of Association (AOA) will be restated to grant Emirates NBD special rights, including the ability to nominate all non-independent directors to the board, subject to minimum shareholding thresholds. These changes reflect the governance realignment that accompanies the new promoter’s entry and are subject to shareholder and regulatory approvals.
An extraordinary general meeting (EGM) has been scheduled for November 12, where shareholders will vote on the preferential issue, MOA and AOA amendments, foreign ownership cap, and the proposed amalgamation. Upon completion, Emirates NBD will be classified as the promoter of RBL Bank, and the bank itself will become a subsidiary of a foreign bank. The transaction also includes a proposed amalgamation of Emirates NBD’s India branch with RBL Bank, further deepening its operational footprint in the country.
The transaction, approved by RBL Bank’s board on October 18, is subject to shareholder approval and regulatory clearances from the Reserve Bank of India (RBI), Department for Promotion of Industry and Internal Trade (DPIIT), Cabinet Committee on Economic Affairs (CCEA), Competition Commission of India (CCI), and the stock exchanges.
Meanwhile, for Q2 FY2026, RBL Bank reported a 20% fall in net profit at 178.5 crore (Rs 223 crore for Q2 FY2025) on a 4% dip in net interest income to Rs 1,551 crore (Rs 1,615 crore).