RBL Bank Limited has disclosed that the open offer initiated by Emirates NBD Bank (P.J.S.C.) concluded with zero shares tendered by public shareholders. The offer, which opened on June 1, 2026, and closed on June 12, 2026, sought to acquire up to 415,586,443 equity shares representing 26% of the expanded voting share capital at a price of ₹282.38 per share. Despite the offer remaining unsubscribed, Emirates NBD has acquired control over the bank through a preferential allotment of 929,134,820 equity shares at ₹280 per share, increasing its stake to 60%.

Transaction Outcome

The preferential allotment, completed on June 18, 2026, amounted to a total consideration of ₹26,015.77 crore. This transaction increased the bank's paid-up equity share capital from ₹619.42 crore to ₹1,548.56 crore. Following the allotment, Emirates NBD holds 60% of the total paid-up share capital, while public shareholding stands at 40%. The open offer price of ₹282.38 included an offer price of ₹280 and applicable interest of ₹2.38 per share, but no shares were accepted during the offer period.

The key parameters of the transaction are summarised below:

Governance and Compliance

The acquisition was conducted in accordance with the Companies Act, 2013, and SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. J.P. Morgan India Private Limited acted as the manager to the offer. The post-offer advertisement was published in Financial Express, Jansatta, and Tarun Bharat on June 19, 2026. The bank's board has also approved the appointment of five nominees of Emirates NBD as (Additional) Non-Executive Non-Independent Directors, subject to shareholder approval.

RBL Bank has appointed Bhavin Lakhpatwala as its Chief Financial Officer (CFO) and Key Managerial Personnel (KMP), effective June 12, 2026. The appointment was approved by the Board of Directors based on recommendations from the Audit Committee and the Nomination and Remuneration Committee. Lakhpatwala brings over twenty-five years of experience in financial leadership, having served in the CFO leadership team at HDFC Bank and contributing to the HDFC Bank–HDFC Limited merger.

Leadership Transition

Consequent to this appointment, Deepak Ruiya ceases to hold the KMP designation. Ruiya, who was serving as Interim CFO and KMP since December 30, 2025, will continue in his role as Deputy CFO.

Profile of the Incoming CFO

Bhavin Lakhpatwala is a seasoned finance leader with over twenty-five years of experience across financial control, business finance, investor relations, and strategic initiatives. He is a Chartered Accountant with a strong track record in building and strengthening finance functions. He has spent over twenty years at HDFC and has been part of the senior management team in the CFO's office. His core responsibilities have spanned Financial Planning & Analysis, corporate finance, and business intelligence.

Authorized Key Managerial Personnel

The Board approved the list of KMPs authorized under Regulation 30(5) of the SEBI Listing Regulations, effective June 12, 2026. The updated KMP structure is as follows:

The disclosure was made in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.