RBL Bank to sell majority stake to Emirates NBD in Rs 26,850 crore deal, largest FDI in Indian banking sector

RBL Bank

RBL Bank on Saturday announced that Emirates NBD Bank will acquire a majority stake in the bank through a primary infusion of around $ 3 billion (approximately Rs 26,850 crore) , the largest-ever foreign direct investment and equity raise in the Indian banking sector.

The Boards of RBL Bank and Emirates NBD, at their respective meetings held on Saturday, approved entering into definitive agreements for the transaction, the two institutions said in a joint statement. The investment, to be made via a preferential issue of up to 60%, is subject to regulatory approvals and customary closing conditions. Emirates NBD will also make a mandatory open offer to acquire up to 26% from public shareholders in line with SEBI’s takeover regulations.

Also Read: RBL Bank set to become Emirates NBD's largest subsidiary outside Dubai

The deal also includes the amalgamation of Emirates NBD’s India branches with RBL Bank, as per RBI guidelines, once the preferential issuance is completed.

Emirates NBD said the investment underscores its long-term commitment to India, reflecting the country’s growing significance within the India-Middle East-Europe Economic Corridor (IMEC) and strengthening the broader economic partnership between India and the UAE.

On October 13, Moneycontrol was the first to break the story that Emirates NBD had entered advanced negotiations to acquire a majority stake in RBL Bank in a mega proposed transaction which would trigger an open offer.

The report mentioned that the preferential route was likely to be used for the deal which would be subject to RBI approval.

The board has approved the issue and allot, by way of a preferential issue of up to 95.90 crore fully paid up equity shares of the RBL Bank each having a face value of Rs 10, which is equivalent to 60 per cent of the post preferential equity share capital at a price of Rs 280 per unit aggregating to Rs 26,853 crore to NBD Bank, it said.
The board approval for stake sale comes at a time when RBL Bank posted a 20 per cent decline in the second quarter profit at Rs 179 crore as against Rs 223 crore in the July-September period of the previous year.
In connection with the preferential issue, the board approved the execution by the bank of an investment agreement with NBD Bank dated October 18, 2025, it said.
Upon consummation of the preferential issue contemplated under the investment agreement, NBD Bank will acquire control over the RBL Bank and will be classified as a promoter and the acquired bank will be classified as a subsidiary of a foreign bank, subject to necessary regulatory approvals, it said.
The preferential issue has triggered an obligation on NBD Bank to make an open offer to the shareholders of the RBL Bank in terms of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended, it said.

It is one of the conditions precedent to the preferential issue that the aggregate foreign investment limits of the bank should be sufficient enough to enable the investor to acquire a minimum of 51 per cent of the total paid up share capital of the bank on the completion of the preferential issue.

As per the Scheme, the 'Appointed Date' shall be April 1, 2026, or such other date as may be fixed mutually by the transferor company and the bank and sanctioned by the RBI, it said.

Subject to the approval of shareholders and receipt of approval from the RBI, the board has approved the increase in the authorised share capital of the bank from Rs 1,000 crore to Rs 1,800 crore, it said.

Shayne Nelson, Group CEO of Emirates NBD, said, “Our investment in RBL Bank is a testament to our confidence in India’s vibrant and expanding economy. This strategic alignment brings together RBL Bank’s growing domestic franchise with Emirates NBD’s regional reach and financial expertise, creating a unique platform for growth and innovation. An enhanced presence in India for ENBD, through a well-established business like RBL Bank, would further complement ENBD’s service to customers operating throughout the MENATSA region. We envisage to support Indian businesses, trade, projects, and other opportunities throughout the region leveraging our network.”

RBL Bank Chairman, Chandan Sinha, said, “This partnership marks a defining moment in RBL Bank's journey of transformation. The entry of Emirates NBD as our strategic shareholder reflects the global confidence in India's banking sector and RBL Bank’s potential within it. Together, we are poised to strengthen our capabilities, deepen our customer franchise, and build a future-ready institution anchored in trust, governance, and growth.”

RBL Bank Managing Director & CEO, R Subramaniakumar, added, “Welcoming ENBD as our new strategic partner is a significant milestone for the Bank. This partnership secures a robust and globally respected anchor shareholder, providing a strong capital base for our future. We are excited about the synergies this alliance will create and are confident that our combined strengths will deliver superior value to all the stakeholders of the Bank.”

Once completed, the transaction will mark the first-ever acquisition of a majority interest in a profitable Indian bank by a foreign bank, setting a new precedent for cross-border banking partnerships in India.