RBL Bank Receives RBI Approval for Articles of Association Amendment Linked to Emirates NBD Preferential Issue

RBL Bank Limited has received a significant regulatory clearance from the Reserve Bank of India (RBI) in connection with its proposed preferential issue of equity shares to Emirates NBD Bank (P.J.S.C). The RBI communicated its approval through a letter dated May 6, 2026, marking a key milestone in the ongoing investment process that was first disclosed to stock exchanges on October 18, 2025.

RBI Approves Articles of Association Amendments

The RBI's approval pertains to amendments to the Articles of Association of RBL Bank, as required under Section 35B(1)(a) of the Banking Regulation Act, 1949. Notably, the approved amendments include provisions related to the director nomination rights of Emirates NBD Bank (P.J.S.C), referred to as the "Investor" in the bank's regulatory filings. This development was disclosed by the bank on May 7, 2026, in continuation of its earlier stock exchange disclosures dated October 18, 2025 and April 11, 2026.

Parameter: Details RBI Approval Letter Date: May 6, 2026 Regulatory Provision: Section 35B(1)(a), Banking Regulation Act, 1949 Investor: Emirates NBD Bank (P.J.S.C) Investment Mode: Preferential Issue of Equity Shares Investment Agreement Date: October 18, 2025 Disclosure Date: May 7, 2026

Pending Regulatory Approvals and Conditions

Despite this approval, the proposed investment by Emirates NBD Bank in RBL Bank is not yet complete. The preferential issue of equity shares remains subject to the receipt of certain other regulatory approvals and customary conditions precedent, as specified in the Investment Agreement dated October 18, 2025, entered into between the Investor and the Bank (as amended). The bank has not disclosed the nature or timeline of the remaining approvals.

Compliance and Disclosure

In compliance with Regulation 46(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, RBL Bank has hosted the relevant information on its official website. The disclosure was signed by Niti Arya, Company Secretary of RBL Bank Limited, on May 7, 2026. The bank has urged the stock exchanges to take the update on record.

RBL Bank Limited has received a fresh regulatory milestone in its ongoing strategic transaction with Emirates NBD Bank (P.J.S.C), as the Reserve Bank of India (RBI) has approved amendments to the bank's Articles of Association (AoA). In a stock exchange disclosure dated May 7, 2026, the bank informed that the RBI, by way of its letter dated May 6, 2026, has granted approval under Section 35B(1)(a) of the Banking Regulation Act, 1949. The approval covers amendments related to the director nomination rights of Emirates NBD Bank, a key governance component of the proposed investment.

RBI Approval for Articles of Association Amendments

The RBI's approval marks a significant step in formalising the governance framework for the proposed transaction. The amendments to the Articles of Association are required as part of the preferential issue of equity shares to Emirates NBD Bank and include provisions relating to the Investor's director nomination rights. This latest development follows a series of earlier regulatory clearances and is in continuation of the bank's stock exchange disclosures dated October 18, 2025, and April 11, 2026.

Regulatory Update: Details Approval Authority: Reserve Bank of India RBI Letter Date: May 6, 2026 Applicable Provision: Section 35B(1)(a), Banking Regulation Act, 1949 Scope of Approval: Amendments to Articles of Association Key Amendment: Director nomination rights of Emirates NBD Bank (P.J.S.C) Disclosure Date: May 7, 2026

SEBI Approvals Already Secured

Prior to this RBI approval, RBL Bank had already secured multiple clearances from the Securities and Exchange Board of India (SEBI) in connection with the same transaction. SEBI had granted prior approval under the SEBI (Depositories and Participants) Regulations, 2018, the SEBI (Bankers to an Issue) Regulations, 1994, and the SEBI (Merchant Bankers) Regulations, 1992. All three approvals pertain to the change in control of the bank pursuant to the proposed transaction.

SEBI Approvals Secured: Status SEBI (Depositories & Participants) Regulations, 2018: Completed SEBI (Bankers to an Issue) Regulations, 1994: Completed SEBI (Merchant Bankers) Regulations, 1992: Completed Approval Type: Prior approval for change in control

Investment Agreement Framework

The proposed investment by Emirates NBD Bank in RBL Bank is structured as a preferential issue of equity shares and is governed by the Investment Agreement dated October 18, 2025, entered into between the Investor and the bank, as amended. The transaction was first announced through a stock exchange filing on October 18, 2025. Despite the multiple regulatory approvals now in place, the Proposed Transaction continues to remain subject to the receipt of certain other regulatory approvals and customary conditions precedent as outlined in the Investment Agreement.

Compliance and Transparency

In compliance with Regulation 46(2) of SEBI Listing Regulations, RBL Bank has hosted the relevant information on its official website at www.rbl.bank.in . The bank continues to maintain transparency throughout the regulatory process, providing regular updates to both BSE Limited and National Stock Exchange of India Limited. The fulfillment of remaining regulatory and contractual requirements is still awaited before the transaction can be concluded.

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