RBL Bank has scheduled an extraordinary general meeting (EGM) for May 4, 2026, at 11:00 AM IST through video conferencing to address critical amendments following regulatory approvals for its strategic partnership with Emirates NBD Bank. The meeting follows the Board's approval of an Amendment Agreement on April 11, 2026, which addresses revised director nomination rights and capital structure modifications.

Regulatory Approval and Capital Structure Enhancement

The RBI approval, communicated via email dated April 9, 2026, allows RBL Bank to increase its authorized capital from ₹10 billion to ₹18 billion. This expansion involves creating 80 crore additional equity shares of ₹10 each, ranking pari-passu with existing equity shares.

EGM Agenda and Key Resolutions

The EGM will address three special business items requiring shareholder approval. The primary focus involves amendments to the Articles of Association and granting special rights regarding director nomination to Emirates NBD Bank following RBI's classification of the bank as a foreign bank in subsidiary mode.

Director Nomination Rights Structure

The Amendment Agreement establishes a tiered director nomination structure based on Emirates NBD's shareholding percentage in RBL Bank. The revised framework aligns with RBI Directions for foreign banks operating in wholly owned subsidiary mode.

Chairman Remuneration Approval

The EGM will also seek approval for fixed remuneration of ₹30.00 lakh per annum for Mr. Chandan Sinha as Non-Executive Part-time Chairman for the period from May 21, 2026, to May 20, 2029. This represents an increase from his current remuneration of ₹27.00 lakh per annum.

Transaction Progress and Timeline

The proposed Emirates NBD transaction, initially disclosed on October 18, 2025, involves issuance of up to 95.90 crore equity shares at ₹280 per share, aggregating to ₹26,853.28 crore. The transaction received overwhelming shareholder support with 98.84% votes in favor at the November 12, 2025 EGM.

The bank has appointed CDSL to provide video conferencing facility and e-voting services for the EGM. Members can participate through laptops or tablets for better experience, with the facility available to at least 1,000 members on a first-come, first-serve basis. The transaction remains subject to receipt of certain other regulatory approvals and customary conditions precedent as outlined in the original Investment Agreement.

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.