RBL Bank Limited , one of India's leading private sector banks with a legacy of 83 years (founded in 1943), announced on May 15, 2026, the receipt of all regulatory and governmental approvals for the proposed strategic investment by Emirates NBD. In a significant development, Emirates NBD Bank (P.J.S.C) informed RBL Bank that it has received a letter from the Government of India, Ministry of Finance (Department of Financial Services) dated May 14, 2026, approving the Investor's proposed acquisition in the Bank in excess of 49% and up to 74% of the total paid-up equity share capital. This milestone follows the Investment Agreement first announced on October 18, 2025, and marks a decisive step toward the completion of the transaction.

Transaction Overview

The proposed investment, by way of primary infusion of approximately USD 3 billion (~₹26,850 crore), represents one of the largest international investments in the Indian banking sector. The key parameters of the proposed transaction are outlined below:

The proposed investment remains subject to completion of the customary conditions precedent as mentioned in the Investment Agreement (as amended). Emirates NBD's final shareholding is expected to range between 51% and 74% of total paid-up share capital, subject to compliance with applicable foreign ownership limits and the conclusion of the mandatory open offer process.

Strategic Significance

The progression of the transaction reflects sustained engagement across stakeholders in India and the UAE, and underscores the continued strengthening of economic and financial linkages between the two countries. For RBL Bank, this represents a pivotal inflection point in its growth journey. The proposed investment is expected to unlock new international opportunities, accelerate expansion across high-growth segments, and enhance the Bank's ability to serve a more global and diversified customer base, while reinforcing long-term investments in technology, risk management, and customer experience.

Leadership Commentary

Senior leadership at RBL Bank highlighted the significance of this milestone:

• Mr. Chandan Sinha, Chairman, RBL Bank, stated: "This is a pivotal moment for RBL Bank. The approval reinforces confidence in our franchise and positions us to unlock new growth opportunities, expanding cross-border corridors and scaling of our key business segments while maintaining customer centricity and strong governance standards."

• Mr. R Subramaniakumar, MD & CEO, RBL Bank, stated: "This milestone marks a transformational step forward for RBL Bank. It strengthens our ability to accelerate growth, deepen our presence across priority segments, and unlock new opportunities both domestically and globally. As we move ahead, our focus is on building a strong, agile, future-ready institution that consistently delivers value to customers, partners, and stakeholders."

Post-Transaction Structure

The transaction further envisages the eventual amalgamation of Emirates NBD's India branch operations in Mumbai, Chennai, and Gurugram into RBL Bank, subject to receipt of further regulatory clearances as required. The Government of India's approval also covers the proposed amalgamation of the Investor's existing operations in India into the Bank. Upon completion, Emirates NBD will be recognised as the promoter, with RBL Bank operating as a foreign bank subsidiary in accordance with the Reserve Bank of India's framework. In compliance with Regulation 46(2) of SEBI Listing Regulations, the information has been hosted on the Bank's website.

RBL Bank Limited has allotted 3,54,973 (Three Lakh Fifty-Four Thousand Nine Hundred and Seventy-Three) equity shares of face value Rs. 10/- each to eligible employees on May 11, 2026. The allotment was made pursuant to the exercise of vested stock options by eligible employees under the Bank's ESOP Scheme(s). The Bank formally intimated this development to BSE Limited and the National Stock Exchange of India Limited on the same date.

Share Capital Impact

The allotment has resulted in a measurable increase in the Bank's paid-up share capital. The following table summarises the change in paid-up equity share capital consequent to this allotment:

ESOP Allotment Details

The key details of the allotment are as follows:

• Shares Allotted: 3,54,973 equity shares
• Face Value: Rs. 10/- per share
• Date of Allotment: May 11, 2026
• Beneficiaries: Eligible employees of RBL Bank Limited
• Scheme: ESOP Scheme(s) of the Bank

The intimation was digitally signed by Niti Arya, Company Secretary of RBL Bank Limited, on May 11, 2026.