The approval was communicated via a letter dated April 1, 2026, ET had earlier reported, citing sources. The report said that an approval from the Securities and Exchange Board of India (Sebi) is also expected soon.
After Emirates NBD buys the 74% stake, it will become a promoter holder, crossing the 51% threshold as per the RBI’s conditions. The lender has no promoter, currently.
Following the transaction, RBL Bank will be classified as a foreign bank operating in wholly owned subsidiary (WOS) mode, with Emirates NBD as its parent.
The central bank has outlined a detailed regulatory framework for the transition. While most provisions applicable to foreign banks in subsidiary mode will apply, the RBI has relaxed certain governance norms, including the requirement for at least half of the board members attending meetings to be independent directors.
“The Reserve Bank has no objection to ENBD being classified as the promoter of RBL, subject to applicable Securities and Exchange Board of India regulations. However, the dilution requirement under paragraph 11 of Annex I of the Reserve Bank of India (Commercial Banks – Acquisition and Holding of Shares or Voting Rights) Directions, 2025, dated November 28, 2025, will not be applicable to the Bank. The voting rights of ENBD shall be capped at 26% of the total voting rights of RBL, in accordance with section 12(2) of the Banking Regulation Act, 1949,” a company filing to the exchanges said.
Also read: 14 Vijay Kedia bets slump up to 68% as losses dominate FY26 scorecardImportantly, while Emirates NBD can hold up to 74% economic interest, its voting rights will be capped at 26% in line with the Banking Regulation Act, 1949. The RBI has also exempted the investor from the “single mode of presence” requirement temporarily, allowing flexibility until its existing Indian branches are merged with RBL Bank or within a year.
The approval remains valid for one year and is contingent upon additional clearances, including approval from the Government of India for foreign investment beyond 49%. The transaction must also comply with provisions under FEMA, SEBI regulations, and other applicable laws.
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RBL Bank will now need to amend its Articles of Association to align with the new ownership structure and regulatory requirements, subject to RBI’s final approval.
This move underscores growing foreign interest in India’s banking sector and could potentially strengthen RBL Bank’s capital base, governance, and global integration.
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