In a landmark M&A deal in India’s banking sector, Emirates NBD Bank, one of the largest banking groups in the Middle East, announced plans to acquire a 60% stake in RBL Bank for ₹26,853 crore, at ₹280 a share. The acquisition, however, comes at a discount of nearly 7% to Friday’s closing price of ₹299.70.

RBL Bank does not have an identifiable promoter, given that its diverse public shareholding is largely distributed among mutual funds, insurance companies, and venture capital firms. Major institutional investors include Quant Mutual Fund (6.64%), Mahindra & Mahindra (3.47%), Life Insurance Corporation of India (1.27%), Gaja Capital (1.32%), and Zerodha Broking (1.24%).

In FY25, the bank reported revenue of ₹14,039 crore and a profit of ₹695 crore. R. Subramaniakumar, former head of Indian Overseas Bank, currently serves as Managing Director and CEO.

According to a disclosure made by RBL Bank following its board meeting today, the investment will be executed through a preferential issue of up to 95.9 crore fully paid-up equity shares. The transaction will make Emirates NBD the promoter and controlling shareholder of RBL Bank, subject to regulatory approvals from the Reserve Bank of India, Department for Promotion of Industry and Internal Trade, Cabinet Committee on Economic Affairs, and the Competition Commission of India.

Upon completion of the preferential issue, RBL Bank will become the largest subsidiary of Emirates NBD, marking one of the largest foreign investments in India’s private banking space; the deal could land it five board positions. The transaction also triggers an open offer to RBL Bank’s public shareholders according to the takeover regulations.

In addition, the RBL Bank board approved a scheme of amalgamation under which Emirates NBD’s India branch will merge with the bank on a going-concern basis. The proposed merger date is April 1, 2026, pending regulatory approval. The bank will issue an additional 8.7 crore shares to Emirates NBD as consideration for this amalgamation.

To facilitate the deal, the bank will seek shareholder approval at an extraordinary general meeting on November 12, 2025. The board has also approved an increase in the authorised share capital to ₹1,800 crore and amendments to its Articles and Memorandum of Association to grant board nomination rights and other special privileges to Emirates NBD.

Following completion of the transaction, foreign investment in RBL Bank could rise up to 74%, in line with India’s foreign direct investment policy for private sector banks. Until then, the bank plans to temporarily cap total foreign shareholding at 24% to preserve investment headroom.