RBI approves Emirates NBD to acquire up to 74% stake in RBL Bank; The lender will become a foreign bank after the acquisition

Indian banking regulator Reserve Bank of India (RBI) has approved Emirates NBD Bank (PJSC) to acquire up to 74% stake in RBL Bank, marking a potential shift in ownership and strategic direction.

The approval was communicated through a letter dated April 1, 2026, ET had earlier reported citing sources. The report said that approval from the Securities and Exchange Board of India (SEBI) is also expected soon.

After Emirates NBD buys 74% stake, it will become the promoter holder, crossing the 51% threshold as per RBI terms. Lender currently has no promoter.

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 of the provisions applicable to foreign banks in subsidiary mode will apply, the RBI has relaxed certain governance norms, including the requirement that at least half of the board members be independent directors to attend meetings.

“Subject to the rules of the Securities and Exchange Board of India applicable to the Reserve Bank, there is no objection to classifying ENBD as a promoter of RBL. However, the Reserve Bank of India (Commercial Banks – Acquisition of Shares and Holding or Voting Rights) dated 225, 2020, dated 225, 2020 shall not apply to the Bank, section 12(2) the voting rights of ENBD shall be limited to 26% of the total voting rights of RBL,” the company said in a filing to the exchange.

Also Read: 14 Vijay Kedia Stakes Drop To 68% As Losses Dominate FY26 Scorecard

Importantly, while Emirates NBD can hold an economic interest of up to 74%, its voting rights will be limited to 26% as per the Banking Regulation Act, 1949. The RBI has temporarily exempted the investor from the “single mode of presence” requirement, allowing flexibility until its existing Indian branches or existing Indian banks with RBL Bank join within a year.

This approval is valid for one year and is contingent on additional approvals including approval from the Government of India for foreign investment of more than 49%. The practice must also comply with the provisions under FEMA, SEBI regulations and other applicable laws.

Also read | About 176 debt funds give returns on FDs in 2 years. Should investors reconsider allocation?

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.

The move underscores growing foreign interest in India’s banking sector and could potentially strengthen RBL Bank’s capital base, governance and global integration.

(Disclaimer: Recommendations, suggestions, opinions and views given by experts are their own. These do not represent the views of Economic Times.)