RBL Bank has announced that Emirates NBD Bank (P.J.S.C.) is seeking to acquire a controlling stake in the Indian private sector bank. This development comes as RBL Bank aims to raise its foreign direct investment (FDI) limit to accommodate the proposed investment.

Key Highlights of the Proposed Deal

Open Offer Details

Emirates NBD has launched an open offer to acquire up to 415,586,443 equity shares of RBL Bank, representing 26% of the expanded voting share capital, at ₹280.00 per share. The total consideration for the open offer amounts to ₹116,364.20 crores, assuming full acceptance.

Investment Structure

The proposed investment is structured in two parts:

1. A preferential allotment of 959,045,636 equity shares at ₹280.00 per share, totaling ₹268,532.78 crores.
2. An open offer for an additional 26% stake.

If fully subscribed, this combined transaction would give Emirates NBD control of RBL Bank with a shareholding between 51-74% of the total paid-up share capital.

Offer Price Considerations

The offer price of ₹280.00 represents the highest negotiated price under the investment agreement and is above the 60-day volume weighted average market price of ₹270.97.

Regulatory Approvals

The transaction is subject to various regulatory approvals, including:

• Reserve Bank of India (RBI)
• Competition Commission of India
• Department for Promotion of Industry and Internal Trade (DPIIT)

RBL Bank plans to approach the DPIIT to increase its FDI ceiling from the current 49% to 74%, which is crucial for facilitating Emirates NBD's proposed controlling stake.

Strategic Implications

This significant capital infusion aims to provide RBL Bank with the necessary resources to:

• Expand its corporate lending operations
• Enhance its retail business segments
• Strengthen its digital payments ecosystem
• Broaden its distribution network

Emirates NBD intends to operate in India through RBL Bank as a subsidiary and plans to amalgamate its existing India branch operations with RBL Bank.

Upcoming Shareholder Meeting

RBL Bank has announced an Extraordinary General Meeting to be held on November 12, 2025, at 11:30 am (IST) at Residency Club, Kolhapur. This meeting is crucial for obtaining shareholder approval for the proposed changes in the bank's FDI structure.

Investor Engagement

The bank's management is actively engaging with investors and analysts to discuss its growth strategies. A recent one-on-one meeting with FSSA Investment Managers, held via video conferencing in Mumbai on October 27, 2025, indicates ongoing investor interest in RBL Bank's plans.

This development represents a significant milestone in India's banking sector, potentially setting a precedent for future foreign investments in the country's financial institutions. Stakeholders will be closely watching the regulatory approval process and the subsequent steps in this landmark transaction.

RBL Bank has issued a clarification regarding a recent news article that claimed the bank was in negotiations with Zerodha to onboard 160 million clients. The bank has categorically denied these reports, stating that the contents of the article published in the Financial Express on October 25, 2025, are incorrect.

Key Points of RBL Bank's Clarification

• Denial of Specific Claims: RBL Bank has explicitly stated that the contents of the Financial Express article titled 'RBL in talks to onboard 160 million Zerodha clients' are false.

• Routine Business Practices: The bank acknowledged that it regularly explores various business and partnership opportunities as part of its growth strategy. However, it emphasized that these routine discussions do not necessarily warrant public disclosure.

• Compliance with Regulations: RBL Bank affirmed its commitment to adhering to the highest standards of governance and disclosures. The bank assured that it complies with all applicable provisions of Regulation 30 of the SEBI Listing Obligations and Disclosure Requirements (LODR) Regulations, 2015.

• No Undisclosed Information: In response to inquiries about recent trading movements, RBL Bank confirmed that it is not aware of any undisclosed information that could explain such market activity.

• Transparency Commitment: The bank stated that it would keep the stock exchanges informed of any material events as required under the LODR Regulations.

Market Impact and Regulatory Response

The clarification came in response to an inquiry from the BSE (Bombay Stock Exchange) regarding the news report. This prompt response demonstrates the regulatory bodies' vigilance in monitoring market-moving news and the importance of accurate information in the financial markets.

RBL Bank's swift action in addressing the speculative report underscores the critical nature of information integrity in the banking and financial services sector. It also highlights the potential impact that unverified news can have on market perceptions and stock movements.

Note: This article is based on the latest available information and official statements from RBL Bank. Investors are advised to rely on official communications from the bank and regulatory bodies for making informed decisions.