The Reserve Bank of India (RBI)  has approved Emirates NBD Bank to acquire up to 74% stake in RBL Bank, the private lender said in a regulatory filing on Thursday.

The approval allows Emirates NBD to hold at least 51% stake, following which RBL Bank will be classified as a foreign bank operating in India through the wholly owned subsidiary route.

Deal structure and background

The transaction, announced in October 2025, involves an investment of about $3 billion through a preferential allotment and will trigger a mandatory open offer for up to 26% stake from public shareholders.

Emirates NBD is currently set to acquire around 60% stake in RBL Bank, with the RBI approval allowing it to increase its holding up to 74% over time, subject to regulatory clearances.

The deal is among the largest cross-border transactions in India’s banking sector.

While the investor can hold up to 74% equity, its voting rights will be capped at 26% in line with the Banking Regulation Act.

The RBI has also indicated that Emirates NBD can be classified as the promoter of RBL Bank, subject to compliance with SEBI regulations.

Conditions attached to approval

The central bank has asked RBL Bank to amend its articles of association to align with regulations governing foreign banks operating in subsidiary mode.

The approval is valid for one year and is subject to additional regulatory clearances, including government approval for foreign investment beyond 49%.

Branch integration timeline

Emirates NBD has been granted exemption from the single mode of presence requirement until its Indian branches are merged with RBL Bank, or within one year, whichever is earlier.

The proposed transaction remains subject to other regulatory approvals and conditions outlined in the investment agreement signed between the two entities in October 2025.

Shares of RBL Bank ended flat at ₹301.70 on the NSE on Thursday. The stock has risen 76% over the past year, compared with a 0.39% gain in the Nifty Bank index.