New Delhi, April 3 The Reserve Bank of India (RBI) has granted approval to Dubai-based Emirates NBD Bank to acquire up to 74% stake in RBL Bank, paving the way for the bank to become a foreign lender.
The approval from the RBI came on April 1, with a validity of one year, RBL Bank said in a regulatory filing on Thursday.
The approval follows Emirates NBD Bank, the second largest in the UAE, expressing its interest in October 2025 to acquire a majority 60% stake in RBL Bank for Rs 26,853 crore.
According to the approval letter, Emirates NBD (ENBD) would acquire and maintain a shareholding of at least 51% of the paid-up share capital of RBL Bank, and the bank would be classified as a foreign bank in a 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 from 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% of the total voting rights of RBL Bank, in accordance with section 12(2) of the Banking Regulation Act, 1949, it said.
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 the Government of India for investment beyond 49% 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, the fair trade regulator CCI had approved Emirates NBD Bank's proposal to acquire a majority stake in private sector lender RBL Bank.
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