Emirates NBD’s proposed $3 billion investment in India’s RBL Bank is likely to conclude within the next six to eight months, subject to regulatory approvals. If the deal goes through, Emirates NBD’s overseas business could account for approximately 25% to 30% of its total assets.

On Saturday evening, Emirates NBD, the UAE’s second-largest bank, announced its plans to acquire a majority stake in RBL Bank for $3 billion. The Dubai-based bank will take a controlling stake via a preferential issue of up to 60%. As part of this transaction, it will also make a mandatory open offer for the purchase of up to 26% stake from the public shareholders of RBL Bank. Both transactions will be in accordance with regulatory approvals. 

“Emirates NBD has a strong franchise in the UAE and has been expanding internationally in recent years, including into Türkiye, Saudi Arabia, and Egypt. If the RBL acquisition goes through, Emirates NBD’s overseas business would account for approximately 25%–30% of total assets,” Anton Lopatin, Senior Director, Banks, at Fitch Ratings, told Zawya.

Emirates NBD operates three branches in India and its latest transaction marks the largest banking acquisition in the country by a foreign financial institution, as well as the biggest foreign direct investment (FDI) inflow into India’s banking sector.

“Emirates NBD already has a branch network in India, so the Indian market is not new to the group,” Lopatin said.

India allows up to 74% foreign investment in private banks. However, a single foreign institution is generally capped at 15% ownership, with higher stakes permitted only through approval from the Reserve Bank of India (RBI) on a case-by-case basis.

The RBI has informally signalled its support for Emirates NBD’s $3 billion acquisition of RBL Bank, Reuters reported. Maharashtra-based RBL is 100% publicly owned with many Indian institutions and mutual funds owning small stakes.

Banking synergies

According to RBL’s CEO R Subramaniakumar, the bank could start a wealth management business after the Dubai bank bought its 60% stake. The wealth management business of Emirates NBD, including private banking and investment advisory, managed close to $50 billion in assets as of Q1 2025.

“Given the large trade flows between the UAE and India, the high proportion of Indian nationals in the UAE, and substantial remittances from the UAE to India, Emirates NBD could gain better access to this client base, which should underpin the banks’ revenue and profitability over the longer term,” Lopatin said.

The UAE is India's third-largest trading partner and second largest export destination. India is also UAE’s second largest trading partner.

“An enhanced presence in India, through a well-established business like RBL Bank, would further complement Emirates NBD’s service to customers operating throughout the MENATSA region. We envisage to support Indian businesses, trade, projects, and other opportunities throughout the region leveraging our network,” Shayne Nelson, Group CEO of Emirates NBD said.

According to Jaydeep Iyer, RBL Bank’s Chief Strategy Officer, the bank is expecting its first set of funding in five to seven months. He also said that the merger will be effective from April and RBL will become a listed subsidiary of Emirates NBD.

Deal dynamics

If the deal concludes after securing the necessary approvals, it will stand out for its first-of-its-kind structure in India’s banking landscape, as well as for integrating multiple regulatory frameworks and cross-border dynamics.

Ernst & Young LLP (EY) – Investment Banking, JP Morgan, and NeoStrat Advisors advised Emirates NBD on the deal.

Shardul Amarchand Mangaldas & Co. was the legal advisor for Emirates NBD and AZB & Partners for RBL Bank.

India has been witnessing a string of high-profile M&A deals in its financial sector.

In early October, Abu Dhabi’s global investment company, IHC, announced a $1 billion investment in Sammaan Capital Limited, a listed NBFC focused on mortgage lending. The company operates through 220 branches across more than 150 towns and cities, employing over 4,430 people and playing a vital role in India’s financial inclusion and growth.

Also in May, Japan’s Sumitomo Mitsui Banking Corporation (SMBC) agreed to acquire a 20% stake in Yes Bank for $1.6 billion.

(Reporting by Seban Scaria; editing by Daniel Luiz)

(seban.scaria@lseg.com)