Emirates NBD Bank (P.J.S.C.) — Combination C-2025/11/1350

Notice under Section 6 (2) of the Competition Act, 2002 jointly filed by Emirates NBD Bank (P.J.S.C.)

CORAM: Ms. Ravneet Kaur Chairperson

Ms. Sweta Kakkad Member

Mr. Anil Agrawal Member

Mr Deepak Anurag Member

Order under Section 31(1) of the Competition Act, 2002

1. On 27th November 2025, the Competition Commission of India (Commission) received a notice (Notice) under Section 6(2) of the Competition Act, 2002 (Act), filed by Emirates NBD Bank (P.J.S.C) (ENBD/Acquirer). The Notice was filed inter alia pursuant to: (a) Investment Agreement entered into by and between ENBD and RBL Bank Limited (RBL/Target) dated 18th October 2025 (Investment Agreement); (b) public announcement of Open Offer dated 18th October 2025 (Public Announcement); and (c)

Draft Scheme of Amalgamation of ENBD with RBL (Draft Scheme). [Hereinafter, ENBD and RBL are collectively referred to as the ‘Parties’.]

2. The Notice relates to proposed transaction of ENBD acquiring between 51% and 74% of RBL's shareholding through: (i) an open offer under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, of up to 26% of RBL’s expanded voting capital (Open Offer); (ii) a preferential allotment of equity shares representing up to 60% of RBL's total paid-up equity share capital (Share Acquisition); and (iii) the proposed merger of ENBD’s Indian banking operations conducted via branches at three locations (ENBD India Branches) into RBL on a going-concern basis (Proposed Amalgamation). (Open Offer, Share Acquisition, and Proposed Amalgamation are collectively referred to as the ‘Proposed Combination’).

3. In accordance with Regulation 14(2) of the Competition Commission of India (Combinations) Regulations, 2024, vide letter dated 10th December 2025 (RFI), certain information and clarifications were sought from the Acquirer. The Acquirer submitted the response to RFI on 14th January 2026 (Response).

4. The Acquirer is a public joint stock company (P.J.S.C) listed on the Dubai Financial Market and Government of Dubai holds approx. 55 % of its share capital. ENBD is a banking group having presence in thirteen countries including India. ENBD provides a range of banking products and services. The Acquirer has banking presence in India as a foreign bank and also has two non-banking subsidiaries i.e., Emirates NBD Capital India Private Limited (ECIPL) and Emirates NBD Global Services India Private Limited (EGSIPL) in India.

5. The Target, a listed company incorporated in India, is a private sector bank offering inter alia deposit taking services, loans and lending services, and digital payment services. RBL also has an IFSC Banking Unit (IBU) in GIFT City, which functions as an overseas branch.

6. The Commission considered the activities/presence of ENBD (including its affiliates) and the Target (including its affiliates) for the purpose of identifying the relevant areas for competition assessment of the Proposed Combination. The Parties exhibit horizontal overlaps in India, in the broad segment of: (i) provision of loans and lending services in India which can be further sub-segmented into the provision of non-retail/wholesale loans (Relevant Market I); (ii) provision of deposit taking services in India (Relevant Market II); (iii) provision of digital payment services in India (Relevant Market III); (iv) provision of foreign exchange services in India (Relevant Market IV); and (v) provision of trade finance services in India (Relevant Market V). The Commission noted that although the Target has license to provide Category I merchant banking services, but it does not provide these services as on date. Acquirer is yet to receive the license to provide such services. [Collectively, Relevant Market I, Relevant Market II, Relevant Market III, Relevant IV, and Relevant Market V are referred to as ‘Horizontal Relevant Markets’]

7. The Commission also notes that the Parties, directly and/or indirectly, do not have any existing and/or potential vertical and/or complementary linkages in India.

8. The Commission decides to leave the exact delineation of the relevant market open, as it was observed that the Proposed Combination is not likely to cause appreciable adverse effect on competition (AAEC) in any of the plausible relevant market(s) in India.

9. The Commission considered the market presence of ENBD (including its affiliates) and the Target (including its affiliates) and observed that the combined market share of the Parties is in the range of [0- 5] %, except in one of the sub segments which is in range of [5-10] %. Further, each of these markets including sub-segment is characterised by the presence of several other players.

10. Considering the material on record including the details provided in the Notice and the assessment of the aforesaid transaction based on the factors stated in Section 20(4) of the Act, the Commission is of the opinion that the Proposed Combination is not likely to have any AAEC in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.

11. This order shall stand revoked if, at any time, the information provided by the Acquirer is found to be incorrect.

12. The information provided by the Acquirer shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act.

13. The Secretary is directed to communicate to the Acquirer accordingly.