RBL Bank Limited has received another corrigendum from Emirates NBD Bank (P.J.S.C.) regarding the ongoing open offer for acquisition of the bank's equity shares. The latest corrigendum, dated February 2, 2026, expands the regulatory approval requirements to include additional SEBI, CDSL, and NSDL approvals that must be obtained before completing the proposed transaction.

Open Offer Structure

The open offer involves Emirates NBD Bank's proposal to acquire up to 415,586,443 fully-paid-up equity shares of face value ₹10.00 each from public shareholders. The transaction parameters remain unchanged:

The offer price represents a significant premium and the transaction, if completed, would establish Emirates NBD as a major stakeholder in RBL Bank.

Enhanced Regulatory Requirements

The corrigendum introduces comprehensive statutory approval requirements related to RBL Bank's existing SEBI intermediary licenses. The bank currently holds several regulatory registrations requiring specific approvals for change in control:

Current SEBI Intermediary Licenses

RBL Bank will continue to hold most licenses except the Stock Broker License, for which a surrender application was submitted to Metropolitan Stock Exchange of India Limited on November 18, 2025.

Regulatory Applications Submitted

Following the proposed change in control, RBL Bank submitted comprehensive applications to relevant regulatory authorities on January 23, 2026:

Applications Filed

Subsequent SEBI approval will be sought after receiving no-objections from CDSL and NSDL for the Depository Participant License.

Publication and Communication

The corrigendum was published on February 3, 2026, ensuring wide dissemination across multiple newspapers:

J.P. Morgan India Private Limited, serving as the manager to the open offer, facilitated the publication and communication to all stakeholders.

Updated Timeline

The open offer process has progressed through several key milestones with the latest development:

• October 18, 2025: Initial public announcement
• October 27, 2025: Detailed public statement
• November 3, 2025: First corrigendum
• November 4, 2025: Draft letter of offer issued
• February 2, 2026: Latest corrigendum issued

The expanded definition of Required Statutory Approvals now encompasses additional SEBI, CDSL, and NSDL approvals, ensuring comprehensive regulatory compliance before transaction completion. All other terms and conditions of the open offer remain unchanged, with amendments to be incorporated in the final letter of offer to public shareholders.

RBL Bank has allotted 3,41,431 equity shares to its eligible employees under the Employee Stock Option Plan (ESOP) scheme on February 02, 2026. The shares, with a face value of Rs. 10 each, were issued pursuant to the exercise of vested stock options by employees under the bank's ESOP scheme.

Share Capital Enhancement

The allotment has resulted in an increase in the bank's paid-up share capital. The following table shows the change in share capital structure:

ESOP Implementation Details

The equity shares were allotted specifically to eligible employees of the bank who exercised their vested stock options under the established ESOP scheme. This represents a standard corporate action where employees convert their stock options into actual equity shares, thereby becoming shareholders in the organization.

Regulatory Compliance

RBL Bank has formally communicated this allotment to both major stock exchanges where its shares are listed. The intimation was sent to BSE Limited (Scrip Code: 540065) and National Stock Exchange of India Limited (Scrip Symbol: RBLBANK) on February 02, 2026. Company Secretary Niti Arya signed the official communication, ensuring compliance with regulatory disclosure requirements.

The bank's paid-up share capital has increased by Rs. 34,14,310 following this allotment, reflecting the bank's commitment to employee participation in ownership through structured stock option programs.