Shardul Amarchand Mangaldas advises Emirates NBD on INR ~26,800 crores majority acquisition of RBL Bank

October 24, 2025

Shardul Amarchand Mangaldas & Co. (SAM) is proud to have advised Emirates NBD Bank (P.J.S.C.), one of the Middle East’s largest and most dynamic banking groups, on its landmark INR ~26,800 crore (~USD 3 billion) majority acquisition of RBL Bank Limited.

 

Through a combination of a preferential allotment of equity shares and a mandatory open offer, Emirates NBD will acquire a controlling stake of between 51% and 74% in RBL Bank, marking a transformative moment for the Indian banking industry.

 

This first-of-its-kind deal represents:

• largest fundraise via preferential issuance by a listed company in India,
• the largest-ever foreign direct investment in India’s financial-services sector,
• the largest equity fund raise by an Indian bank, and
• the first instance of a profitable Indian bank becoming a subsidiary of a foreign bank.

 

The transaction also paves the way for the integration of Emirates NBD’s India operations with RBL Bank, aligning with the Reserve Bank of India’s single-mode-of-presence framework for foreign banks — a milestone that underscores India’s growing position as a global financial hub.

 

“This transaction reaffirms India’s appeal as one of the world’s most vibrant banking markets” said Veena Sivaramakrishnan, Partner at SAM. “We are delighted to have partnered with Emirates NBD on a deal that sets new benchmarks for inbound investment and strategic consolidation in Indian banking.”

 

The Transaction Team was led by Veena Sivaramakrishnan (Partner), Anirban Bhattacharya (Partner), Dhananjai Charan (Partner), Jeel Panchal (Principal Associate), Sneha Rao (Senior Associate), Pundrikaksh Sharma (Senior Associate), and Disha Khandelwal (Associate);

 

The Competition Team was led by Harman Singh Sandhu (Partner), Aman Singh Sethi (Partner), Apurva Badoni (Senior Associate), Satvik Mohanty (Associate), and Urvi Pathak (Associate);

 

The Securities Team was led by Yogesh Chande (Partner) and Preeti Kapany (Principal Associate); and

 

The Due Diligence Team was led by Veena Sivaramakrishnan (Partner), Anirban Bhattacharya (Partner), Dhananjai Charan (Partner), Jeel Panchal (Principal Associate), Preeti Kapany (Principal Associate), Sneha Rao (Senior Associate), Disha Khandelwal (Associate), Sriroopa Neogi (Associate), Gaurang Mandavkar (Associate), Anushri Mandal (Associate), and Anushya Ramakrishna (Associate).

 

Special mention for Pallavi Shroff (Managing Partner), Raghubir Menon (Partner), and Navruz Vakil (Partner) for their valuable inputs on the transaction.