RBL Bank Limited has received a fresh regulatory milestone in its ongoing strategic transaction with Emirates NBD Bank (P.J.S.C), as the Reserve Bank of India (RBI) has approved amendments to the bank's Articles of Association (AoA). In a stock exchange disclosure dated May 7, 2026, the bank informed that the RBI, by way of its letter dated May 6, 2026, has granted approval under Section 35B(1)(a) of the Banking Regulation Act, 1949. The approval covers amendments related to the director nomination rights of Emirates NBD Bank, a key governance component of the proposed investment.

RBI Approval for Articles of Association Amendments

The RBI's approval marks a significant step in formalising the governance framework for the proposed transaction. The amendments to the Articles of Association are required as part of the preferential issue of equity shares to Emirates NBD Bank and include provisions relating to the Investor's director nomination rights. This latest development follows a series of earlier regulatory clearances and is in continuation of the bank's stock exchange disclosures dated October 18, 2025, and April 11, 2026.

SEBI Approvals Already Secured

Prior to this RBI approval, RBL Bank had already secured multiple clearances from the Securities and Exchange Board of India (SEBI) in connection with the same transaction. SEBI had granted prior approval under the SEBI (Depositories and Participants) Regulations, 2018, the SEBI (Bankers to an Issue) Regulations, 1994, and the SEBI (Merchant Bankers) Regulations, 1992. All three approvals pertain to the change in control of the bank pursuant to the proposed transaction.

Investment Agreement Framework

The proposed investment by Emirates NBD Bank in RBL Bank is structured as a preferential issue of equity shares and is governed by the Investment Agreement dated October 18, 2025, entered into between the Investor and the bank, as amended. The transaction was first announced through a stock exchange filing on October 18, 2025. Despite the multiple regulatory approvals now in place, the Proposed Transaction continues to remain subject to the receipt of certain other regulatory approvals and customary conditions precedent as outlined in the Investment Agreement.

Compliance and Transparency

In compliance with Regulation 46(2) of SEBI Listing Regulations, RBL Bank has hosted the relevant information on its official website at www.rbl.bank.in . The bank continues to maintain transparency throughout the regulatory process, providing regular updates to both BSE Limited and National Stock Exchange of India Limited. The fulfillment of remaining regulatory and contractual requirements is still awaited before the transaction can be concluded.

RBL Bank held its Extraordinary General Meeting (EGM) on May 4, 2026, at 11:00 a.m. (IST) through Video Conferencing (Webex facility) provided by Central Depository Services (India) Limited (CDSL). The meeting was convened to consider three resolutions, all of which were passed with the requisite majority by shareholders. Mr. Chandan Sinha, Part-time Chairman of the Board, chaired the EGM, which concluded at 12:40 p.m. (IST). The voting process was conducted through remote e-voting and e-voting during the EGM, with results certified by S. N. Ananthasubramanian & Co., appointed as scrutinizers.

Meeting Attendance and Participation

The total number of shareholders on the record date of April 27, 2026, stood at 3,30,335, holding 61,83,45,307 equity shares. Remote e-voting was conducted from April 29, 2026, to May 3, 2026. A total of 102 members attended the EGM through video conferencing. The EGM Notice had been sent on April 11, 2026, by electronic mode to members whose email addresses were registered with the Bank or Depository Participants.

The following directors were present at the EGM, along with the Company Secretary and other attendees:

Mr. Deepak Ruiya, Interim Chief Financial Officer, representatives of Statutory Auditors M/s KKC & Associates LLP and M/s Singhi & Co., Chartered Accountants, and representatives of Secretarial Auditors M/s. S. N. Ananthasubramanian & Co., Company Secretaries, were also present at the EGM.

Resolutions Considered

The following resolutions were placed before the members at the EGM:

Members who had registered as speakers were invited to put forth their observations and seek clarifications. Speaker shareholders expressed appreciation of the Board of Directors and the Management Team for securing one of the largest foreign investments in the Bank, noting it would materially accelerate the Bank's future growth and strengthen its balance sheet. The Managing Director & CEO addressed member queries and provided clarifications.

Resolution Results

All three resolutions presented at the EGM received overwhelming support from shareholders. The detailed voting results are as follows:

Scrutinizer Certification

S. N. Ananthasubramanian & Co., Company Secretaries, confirmed that all votes cast by members were valid and that no member held 26% or above shares or voting rights in the bank, in compliance with Section 12(2) of the Banking Regulation Act, 1949. The scrutinizer's report, dated May 4, 2026, confirmed that both special resolutions and the ordinary resolution were passed with the requisite majority. The detailed voting results and scrutinizer's report have been hosted on the Bank's website and uploaded on the CDSL website, within two working days from the conclusion of the EGM.