Emirates NBD Set to Acquire Majority Stake in RBL Bank

In what could become one of the largest foreign direct investments (FDI) in India’s banking sector, Dubai-based Emirates NBD is close to sealing a $3 billion (₹27,000 crore) deal with RBL Bank.

According to sources familiar with the development, Emirates NBD, through its Indian unit, plans to acquire a strategic 51% stake in RBL Bank. The fresh capital infusion will be made at ₹295 per share, translating to over ₹18,000 crore ($2.2 billion) in the first phase.

Once the stake is acquired, Emirates NBD is expected to secure five key board positions in RBL Bank, making it the largest subsidiary of Emirates NBD outside Dubai. An official announcement regarding the deal is anticipated soon.

Deal Structure and Capital Infusion

The transaction is expected to be executed through Emirates NBD Bank PJSC, which has already received in-principle approval from the Reserve Bank of India (RBI) to convert its India branch into a wholly-owned subsidiary (WOS).

After the initial 51% acquisition, Emirates NBD plans to make an open offer to acquire an additional 23–24% stake, potentially worth around ₹9,000 crore. This would take Emirates NBD’s total investment close to $3 billion, consolidating its position as a majority stakeholder in RBL Bank.

A banker privy to the matter said, “Emirates is prepared to roll out a voluntary open offer for 10% soon after the deal is announced, with plans to increase the stake further through the open offer.”

If concluded as planned, this will be the largest investment by a foreign bank in India’s private banking sector, following Sumitomo Mitsui Banking Corporation’s (SMBC) recent investment in Yes Bank earlier in 2025.

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Regulatory and Structural Implications

Sources indicate that Emirates NBD will formally approach the RBI for approval once RBL Bank’s board clears the proposal. Regulatory feedback has already been considered while structuring the transaction.

The WOS model offers significant advantages for Emirates NBD. With RBL Bank merging into its Indian subsidiary, the combined entity would become part of the group’s consolidated financials, positioning RBL as a key global arm of the Dubai-based banking giant.

By pursuing the deal through the wholly-owned subsidiary route, Emirates NBD also ensures compliance with India’s foreign investment norms, which allow up to 74% foreign ownership in private sector banks.

A legal expert noted that this structure addresses potential issues related to stake dilution and voting rights, as the WOS setup allows Emirates to retain operational control even if voting rights are capped at 26%.

Timeline and Background of the Deal

Negotiations between Emirates NBD and RBL Bank reportedly began around March 2025 but lost momentum mid-year. Talks resumed in August 2025, once clarity emerged regarding regulatory acceptability and the structural framework of the transaction.

“It was only a few days ago that comfort emerged on the structure proposed by Emirates — that RBL will fold into Emirates as its Indian subsidiary,” said a source involved in the process.

Official Responses

When contacted, Emirates NBD declined to comment, citing company policy.

Meanwhile, RBL Bank, in a response to stock exchange queries following an Economic Times report, denied the accuracy of such deal-related news.

“The Bank is on a growth trajectory and routinely explores opportunities aimed at enhancing shareholder value. However, such discussions do not warrant a disclosure under Regulation 30 of the Listing Regulations at this stage. Further, the contents of the aforesaid article are incorrect,” RBL Bank stated.

Emails sent to the bank by media outlets remained unanswered.

What does the Deal mean?

If finalized, this transaction will make RBL Bank the largest Indian subsidiary of Emirates NBD, strengthening the Dubai-based lender’s presence in Asia’s fastest-growing banking market.

Through this investment, Emirates NBD is set to inject significant foreign capital into India’s financial ecosystem while establishing a strong foothold in the country’s private banking space.

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