Summary of this article
Emirates NBD to acquire majority stake in RBL.
Deal makes RBL largest overseas subsidiary outside Dubai.
Total investment could reach nearly $3 billion.
Dubai-based Emirates NBD is taking a majority stake in RBL Bank. The bank will invest new money at Rs 295 per share to purchase 51 per cent of RBL Bank. According to a news report by Moneycontrol, this would be an investment of more than Rs 18,000 crore or around $2.2 billion.
Upon taking the majority stake, Emirates NBD will be likely to appoint five important board positions in RBL Bank. The bank also might issue an open offer to buy 23–25 per cent of the additional stake. If it is successful, the overall investment would be close to $3 billion, which is one of the biggest foreign investments in India's private banking industry.
Largest Subsidiary Outside Dubai
The transaction will position RBL Bank as Emirates NBD's largest overseas subsidiary outside Dubai. It also enables the Dubai lender to consolidate its business in India with RBL Bank through a wholly owned subsidiary (WOS) route. This will provide a consolidated structure for Emirates NBD's Indian operations and ease regulatory requirements.
Purchasing as much as 74 per cent of RBL Bank under the WOS model addresses two primary concerns for Emirates NBD. First, it facilitates consolidation of the merged entity in the parent bank's books. Secondly, it complies with Reserve Bank of India (RBI) directions and foreign direct investment regulations, such as restrictions on stakes by promoters and voting rights. This model provides Emirates NBD with majority control while being within Indian regulations.
Deal Timeline and Structure
Negotiations between Emirates NBD and RBL Bank are said to have begun six months ago. The initial discussions in March slowed down but were revived around August 2025 after both banks had a structure that was regulator-friendly. Comfort over the structure was said to have been reached recently, enabling RBL to be merged into Emirates NBD as its Indian subsidiary.
The acquisition is likely to be carried out by Emirates NBD Bank PJSC, which has been given in-principle approval by RBI to reconstitute its Indian business from a branch structure to a WOS. This move is important as it will enable the Indian subsidiary to operate as a subsidiary, facilitating easier consolidation of operations and governance at the parent bank level.
Regulatory Approvals
If executed as scheduled, the transaction would be the largest foreign bank investment in India's private sector banking this year. It also comes after Sumitomo Mitsui Banking Corporation's investment in Yes Bank, which is the second big foreign banking investment in India in 2025.
RBL Bank, in reply to questions from the stock exchanges, stated it is growing and continually looks to increase shareholder value. Emirates NBD would not comment.
