RBI gives nod to Emirates NBD Bank to acquire up to 74 pc stake in RBL Bank

The Reserve Bank of India (RBI) has accorded approval to Dubai-based Emirates NBD Bank to acquire up to a 74 per cent stake in RBL Bank, paving the way for the bank to become a foreign lender.

The approval from RBI came on April 1 with one year validity, RBL Bank said in a regulatory filing on Thursday. The approval follows Emirates NBD Bank, the second largest in UAE, expressing its interest in October 2025 to acquire a majority 60 per cent stake in RBL Bank for INR 26,853 crore.

As per the approval letter, the Emirates NBD (ENBD) would acquire and maintain a shareholding of at least 51 per cent of the paid-up share capital of the RBL Bank and the bank would 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, 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. 

The bank has been advised to suitably amend its Articles of Association and obtain approval of the RBI in this regard, and the bank will take the necessary steps accordingly, it said. 

The Reserve Bank has no objection to ENBD being classified as the promoter of RBL Bank, subject to applicable Securities and Exchange Board of India regulations, it said. The voting rights of ENBD shall be capped at 26 per cent of the total voting rights of RBL Bank, in accordance with Section 12(2) of the Banking Regulation Act, 1949, it said. The ENBD is 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, it said. 

It further said that the RBI approval is subject to receipt of necessary approval from Government of India for investment beyond 49 per cent in the bank under the approval route and compliance with the relevant provisions of the Banking Regulation Act, 1949, RBI (Commercial Banks- Acquisition and Holding of Shares or Voting Rights) Directions, 2025, dated November 28, 2025, provisions of the FEMA 1999, regulations issued by Securities and Exchange Board of India, and any other statutes, regulations and guidelines, as applicable. 

The proposed transaction remains subject to receipt of certain other regulatory approvals and customary conditions precedent as mentioned in the Investment Agreement dated October 18, 2025 entered into between the Investor and the bank, it added. Earlier in January, fair trade regulator CCI had approved Emirates NBD Bank’s proposal to acquire a majority stake in private sector lender RBL Bank.