Shareholders approve proposal tied to lender’s planned majority stake in Indian bank
Dubai: Emirates NBD has approved a draft plan to merge its Indian branches with RBL Bank, subject to the acquisition of a majority stake, marking a key regulatory step in what would be the UAE lender’s largest international banking expansion.
The proposal was approved at Emirates NBD’s General Assembly meeting, alongside a series of resolutions covering dividends, funding programmes, and governance matters. The India-related resolution authorises the merger of Emirates NBD’s branches in India with RBL Bank if the group completes the acquisition of a controlling stake, in line with Indian banking laws and regulatory requirements.
The move follows the top lender’s announcement late last year that it plans to acquire a 60% stake in RBL Bank for about $3 billion, a transaction that would rank among the largest cross-border banking deals involving an Indian private lender. If completed, the deal would significantly expand Emirates NBD’s footprint in one of the world’s fastest-growing major banking markets.
Regulatory groundwork
The branch merger is designed to streamline operations and ensure regulatory compliance if Emirates NBD becomes RBL Bank’s majority shareholder. By merging its Indian branches into the local bank, Emirates NBD would consolidate its presence under a single regulated entity, a structure commonly required by Indian regulators in cases of foreign bank acquisitions.
The General Assembly resolution authorises management to proceed with the merger plan only if the acquisition is completed, underlining that regulatory approvals remain a key condition. Indian banking transactions of this scale typically require clearance from multiple authorities, including the Reserve Bank of India and competition regulators.
The approval signals shareholder backing for Emirates NBD’s long-term strategy in India, where the bank has identified strong growth potential in retail banking, small and medium-sized enterprise lending, and digital financial services.
Strategic rationale
Speaking at the meeting, Sheikh Ahmed bin Saeed Al Maktoum, chairman of Emirates NBD Group, said: “As we look ahead, Emirates NBD enters 2026 with considerable strength and confidence. Our priorities reflect the opportunities presented by a rapidly evolving financial landscape, as well as the responsibilities arising from our expanding regional presence.
“Internationally, we will accelerate development across our regional network, with a focus on strengthening our strategic investments in India and consolidating our presence in high-potential regional markets.”
With international expansion set to remain a priority in 2026, alongside deeper investment in India and consolidation in high-potential regional markets, the planned RBL Bank acquisition sits at the core of the strategy.
India’s large population, rising digital adoption, and expanding middle class have made it a key target for international banks seeking long-term growth. For Emirates NBD, acquiring a majority stake in an established private-sector lender offers faster scale than organic expansion alone.
Broader approvals
Alongside the India merger plan, shareholders approved the board’s proposal to distribute cash dividends for 2025 of Dh1 per ordinary share, amounting to Dh6.32 billion. The dividend will be paid to shareholders registered at the close of trading on February 27, 2026.
The Assembly also approved resolutions related to debt instrument programmes and the establishment of new funding frameworks, supporting the bank’s capital planning and future growth needs.
In addition, shareholders endorsed the board’s report and the audited financial statements for 2025, approved board remuneration, and discharged board members and the external auditor from liability for the financial year ended 31 December 2025. Ernst & Young Middle East was appointed as the group’s auditor for 2026.
Focus now on execution
With shareholder approval secured, attention now turns to regulatory review and execution of the India transaction. If completed, the merger of Emirates NBD’s Indian branches with RBL Bank would mark a structural shift in the group’s international operations and deepen its exposure to the Indian banking market.
The General Assembly’s decision underscores how central India has become to Emirates NBD’s growth strategy, as the bank positions itself to leverage scale, technology, and capital to compete in one of the most competitive banking environments globally.
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