RBL Bank has informed stock exchanges about a corrigendum issued by Emirates NBD Bank regarding its open offer documentation, following regulatory approval from the Reserve Bank of India. The corrigendum, dated April 11, 2026, addresses key amendments required after receiving RBI clearance for the proposed acquisition.

Open Offer Details

Emirates NBD Bank has announced an open offer to acquire RBL Bank shares with the following parameters:

The offer represents a significant acquisition by the UAE-based Emirates NBD Bank, with J.P. Morgan India Private Limited serving as the manager to the open offer.

RBI Approval and Stipulations

The Reserve Bank of India granted approval on April 01, 2026, for Emirates NBD to acquire up to 74.00% and not below 51.00% of RBL Bank's total paid-up share capital. The approval came with specific stipulations regarding board composition and governance requirements.

Key RBI stipulations include:

• Application of provisions for foreign banks operating in wholly owned subsidiary mode
• Modified requirements for independent directors in board meetings
• Mandatory amendments to RBL Bank's articles of association

The RBI referenced Chapter IV of the Reserve Bank of India (Commercial Banks - Governance) Directions, 2025, which requires not less than two-thirds of directors to be non-executive and not less than one-third to be independent of management.

Board Composition Changes

The RBI approval necessitated amendments to the original Investment Agreement provisions regarding director nominations. The revised terms specify that Emirates NBD will have the right to nominate all non-independent directors, subject to applicable law and RBI governance directions.

The amendments affect multiple sections of the open offer documentation:

Regulatory Compliance Requirements

RBL Bank must now obtain additional approvals to complete the transaction. The bank needs to secure shareholder approval through a special resolution under Section 14(1) of the Companies Act, 2013, for amending its articles of association.

The amended definition of "Required Statutory Approvals" now includes RBL Bank obtaining approval from both the RBI and its shareholders for the necessary articles of association amendments. These changes ensure compliance with the revised board composition requirements as advised by the RBI.

Publication and Documentation

The corrigendum was published on April 12, 2026, in multiple newspapers to ensure wide dissemination:

The corrigendum maintains all other terms and conditions of the original open offer while incorporating the necessary amendments to comply with RBI requirements. MUFG Intime India Private Limited serves as the registrar to the offer, facilitating the administrative aspects of the acquisition process.

RBL Bank Limited has filed its quarterly compliance certificate with stock exchanges, fulfilling regulatory obligations under SEBI (Depositories and Participants) Regulations, 2018. The submission, dated April 07, 2026, pertains to the quarter ended March 31, 2026.

Regulatory Compliance Submission

The bank submitted the certificate to both BSE Limited and National Stock Exchange of India Limited as required under Regulation 74(5) of SEBI regulations. The certificate was issued by MUFG Intime India Private Limited, formerly known as Link Intime India Private Limited, which serves as the bank's registrar and share transfer agent.

Certificate Details and Confirmations

The compliance certificate provides several key confirmations regarding the bank's dematerialization processes during Q4FY26:

Registrar Confirmations

MUFG Intime India Private Limited confirmed that securities received from depository participants for dematerialization during the quarter were properly processed and confirmed to the depositories. The registrar also verified that:

• Securities comprised in the certificates have been listed on stock exchanges where earlier issued securities are listed
• Security certificates received for dematerialization were confirmed or rejected appropriately
• Received certificates were mutilated and cancelled after due verification by depository participants
• Depository names were substituted in the register of members as registered owners within prescribed timelines

Corporate Governance and Documentation

The submission was signed by Niti Arya, Company Secretary of RBL Bank Limited, and Ashok Shetty, Sr. Vice President-Corporate Registry at MUFG Intime India Private Limited. This quarterly filing represents part of the bank's ongoing commitment to regulatory compliance and transparent corporate governance practices.

The certificate submission ensures that RBL Bank maintains its good standing with regulatory authorities and continues to meet all requirements related to securities handling and depository participant interactions.