Emirates NBD Bank Launches Open Offer for 26% Stake in RBL Bank at INR 280 Per Share

Emirates NBD Bank has announced a significant move in the Indian banking sector with an open offer to acquire up to 26% of RBL Bank 's expanded voting share capital. This development marks a potential shift in the ownership structure of one of India's prominent private sector banks.

Key Details of the Open Offer

Aspect	Details
Acquirer	Emirates NBD Bank (P.J.S.C.)
Target Company	RBL Bank Limited
Maximum Shares Sought	415,586,443 equity shares
Offer Price	INR 280.00 per equity share
Face Value of Shares	INR 10.00 each
Total Consideration	INR 116,364,204,040.00 (assuming full acceptance)
Payment Method	Cash

Timeline and Announcements

Public Announcement Date: October 18, 2025
Detailed Public Statement Date: October 27, 2025
Corrigendum Issued: November 4, 2025

Regulatory Approvals and Considerations

The open offer is subject to several regulatory approvals, including:

RBI Approvals for both the Acquirer and the Target Company
Competition Commission of India (CCI) Approval
Dual Presence Approval
Central Bank of UAE (CBUAE) Approval
Department for Promotion of Industry and Internal Trade (DPIIT) Approval
Foreign Shareholding Restriction Approval for the Target Company

Additionally, due to substantial U.S. shareholding in RBL Bank, Emirates NBD may need to seek exemptions from the U.S. Securities and Exchange Commission (SEC) to allow the offer to be made to U.S. shareholders without breaching U.S. securities laws.

Potential Outcomes

If fully subscribed, Emirates NBD could acquire up to 74% of RBL Bank's expanded voting share capital.
In case of no subscription to the open offer, Emirates NBD would still acquire 60% of the expanded voting share capital through the underlying transaction.

Implications for RBL Bank

This open offer represents a significant potential change in RBL Bank's ownership structure. If successful, it would bring a major international banking player into the Indian market, potentially influencing RBL Bank's strategic direction and operational capabilities.

Market Impact

The announcement has likely sparked interest in the banking sector, particularly among investors watching for consolidation or foreign investment in Indian banks. The premium offered (INR 280.00 per share) may also influence RBL Bank's stock price and trading volumes in the short term.

As this situation develops, shareholders of RBL Bank and market observers will be keenly watching for further announcements and the outcome of the various regulatory approvals required for this transaction to proceed.

1 Day	5 Days	1 Month	6 Months	1 Year	5 Years
+0.77%	+3.03%	-0.76%	+29.20%	+87.34%	+38.85%

ICRA Limited has maintained RBL Bank 's long-term rating of ICRA AA- on Rating Watch with Positive Implications while enhancing the bank's certificates of deposit programme limit. This rating action follows the ongoing evaluation of Emirates NBD PJSC's (ENBD) proposed ₹26,853 crore investment to acquire a controlling stake in RBL Bank.

Rating Action Summary

ICRA has taken several rating actions on RBL Bank's various instruments:

Instrument	Previous Amount (₹ crore)	Current Amount (₹ crore)	Rating Action
Basel III Tier II Bonds	70.00	70.00	ICRA AA-, rating continues on Watch with Positive Implications
Fixed Deposit	-	-	ICRA AA-, rating continues on Watch with Positive Implications
Short Term Fixed Deposit	-	-	ICRA A1+, reaffirmed
Certificates of Deposit	6,000.00	10,000.00	ICRA A1+, reaffirmed/assigned for enhanced amount

Transaction Status and Regulatory Progress

The proposed ENBD transaction, announced in October 2025, involves a ₹26,853 crore investment through preferential issue to acquire a 60% controlling stake in RBL Bank. The transaction has received shareholder approval but remains subject to various statutory and regulatory approvals. Additionally, ENBD will make a mandatory open offer for up to 26% stake from public shareholders, and the transaction includes amalgamation of ENBD's Indian branches with RBL Bank.

Current Financial Performance

RBL Bank's financial metrics as of September 30, 2025, reflect a stable position:

Financial Metric	Value
CET I Ratio	13.51%
Capital Adequacy Ratio (CRAR)	15.02%
Total Assets	₹1.54 lakh crore
Gross NPA Ratio	2.32%
Net NPA Ratio	0.57%
Deposit Growth (YoY)	8.10%
Total Deposits	₹1.17 lakh crore

Rating Rationale and Key Factors

ICRA's decision to maintain the rating watch reflects several factors. The rating agency acknowledges RBL Bank's comfortable capital position with adequate ratios, though profitability remains constrained by high credit provisions and operating costs. The bank's earnings profile has been impacted by increased slippages in unsecured retail loans, particularly credit cards and microfinance segments, leading to elevated credit costs of 1.30% (annualised) in H1 FY2026.

The substantial equity infusion from the proposed ENBD transaction is expected to support net interest margins and overall profitability. However, ICRA continues to monitor stress in unsecured segments due to worsening credit discipline and overleveraging concerns among borrowers.

Operational Efficiency and Future Outlook

RBL Bank's operational metrics show mixed trends. The bank's cost-to-income ratio remains elevated due to discretionary expenditure for customer franchise expansion and scaling up of in-house credit card collection teams. Operating costs as a percentage of average total assets stood at 4.80% in H1 FY2026.

The bank's deposit base has shown improvement with gradual increase in retail deposits, supporting its liquidity coverage ratio. However, the share of granular deposits (below ₹3 crore) remains relatively low at 51.00% of total deposits as of September 30, 2025.

Resolution Timeline

ICRA will continue monitoring the progress of regulatory approvals and ENBD's strategy for RBL Bank operations. The rating agency will resolve the rating watch upon completion of the transaction, with the substantial capital infusion expected to significantly enhance the bank's financial profile and operational capabilities.