Emirates NBD agreed to acquire 51-74% of Mumbai-listed RBL Bank through a USD 3 bn preferential share issuance, the DFM-listed lender said in a bourse filing (pdf). The move, which is still pending regulatory and shareholder approval, would mark the largest foreign investment in India’s financial sector and its biggest bank equity raise on record, according to a joint statement (pdf).

Following the transaction, Emirates NBD will fold its India operations into RBL by 1 April 2026, the filing read. The move would expand ENBD’s India footprint beyond its existing three-branch operation in Mumbai, Gurugram, and Chennai, while providing RBL with fresh capital to boost its balance sheet and Tier-1 ratios.

IN CONTEXT- The Reserve Bank of India signaled last week it may approve the buyout, which would override the current 15% ownership cap and mark a first for a foreign bank taking control of a solvent Indian lender. The announced acquisition is valued at almost twice the USD 1.7 bn estimated in earlier reports.

The nuts and bolts: RBL will issue 959 mn new shares to Emirates NBD at INR 280 (USD 3.15) apiece through a preferential allotment of up to 60%, increasing its authorized capital to INR 18 bn, up from INR 10 bn. The transaction will be followed by a mandatory open offer for as much as 26% of RBL’s public shares, valued at about USD 1.3 bn, in line with Indian takeover rules. RBL will issue roughly 87 mn new shares, representing 5.2% of its expanded equity base, to Emirates NBD in exchange for the transfer of the Dubai lender’s India branches.

RBL has also moved to temporarily cap total foreign ownership at 24% until the transaction is completed, a step meant to comply with Indian foreign investment regulations before raising the limit to 74% post-closing to accommodate Emirates NBD’s controlling stake. If the transaction falls through, the limit would revert to 49%.

Post-transaction: Depending on open offer completion, Emirates NBD’s final stake is expected to fall between 51% and 74%, giving it majority control and promoter status, with RBL reclassified as its subsidiary. The Dubai lender would also gain the right to nominate all of RBL Bank’s non-independent directors.

What’s next: RBL will hold an extraordinary general meeting on Wednesday, 12 November, to vote on the share issue, foreign-ownership cap, and the merger of Emirates NBD’s India operations, the filing read.

By the numbers: The Mumbai-based lender’s total assets stood at around USD 17.5 bn, as of 30 September, with advances of roughly USD 11.4 bn and deposits of USD 13.3 bn. The lender serves about 15 mn customers through more than 560 branches, 1.3k business correspondent outlets, and 415 ATMs across India. Meanwhile, Emirates NBD saw its net income decline 9.1% y-o-y to AED 12.5 bn in 1H 2025, while operating income rose 12% y-o-y to AED 23.9 bn during the period.

ADVISORS- ENBD tapped EY, JP Morgan, and NeoStrat Advisors as financial advisors and Shardul Amarchand Mangaldas & Co as counsel. AZB & Partners is providing counsel to RBL.

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