New Delhi, 03 April (H.S.):
The Reserve Bank of India (RBI) has granted Dubai‑based Emirates NBD Bank approval to acquire up to 74 per cent of the paid‑up share capital in RBL Bank. Following the deal, RBL Bank will be classified as a foreign bank operating under the wholly‑owned subsidiary model with Emirates NBD as its parent foreign bank.
In a disclosure to the stock exchanges, RBL Bank stated that the RBI issued the approval on April 1, 2026, valid for one year. The second‑largest bank of the United Arab Emirates (UAE), Emirates NBD, had in October 2025 proposed to buy about 60 per cent of RBL Bank for roughly ₹26,853 crore through a preferential allotment, paving the way for the present clearance.
Under the RBI letter, Emirates NBD (ENBD) must acquire and maintain at least 51 per cent of RBL Bank’s paid‑up share capital, while its voting rights will be capped at 26 per cent of the bank’s total voting rights, in line with Section 12(2) of the Banking Regulation Act, 1949.
The RBI has also indicated that it has no objection to SEBI classifying Emirates NBD as the promoter of RBL Bank, subject to applicable regulations.
The regulator has granted Emirates NBD a temporary exemption from the “single mode of presence” requirement, allowing it to operate both through its existing branches in India and the subsidiary structure until these branches are merged with RBL Bank or within a maximum of one year, whichever comes earlier.
The approval is conditional on compliance with India‑government clearance for foreign investment exceeding 49 per cent, as well as requirements under the Banking Regulation Act, 1949, the Foreign Exchange Management Act (FEMA), 1999, SEBI rules, and other applicable regulations.
The proposed transaction still requires additional regulatory clearances and satisfaction of the conditions set out in the investment agreement dated October 18, 2025, between the investor and the bank.
Earlier in January, the Competition Commission of India (CCI) had also cleared Emirates NBD Bank’s proposal to acquire a majority stake in RBL Bank.
The RBI stated that RBL Bank will be governed by the provisions applicable to foreign banks operating in wholly‑owned subsidiary mode under the regulator’s governance directions, except that the requirement that at least half of the directors attending board meetings be independent directors will not apply in this case.
The bank has been directed to amend its “Articles of Association” accordingly and seek RBI approval for such changes, and is expected to take necessary steps in this regard.
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Hindusthan Samachar / Jun Sarkar
