RBL Bank Ltd. makes a corporate announcement

The Scheme transfers the entire undertaking of Emirates NBD’s Indian branches to RBL Bank on a going-concern basis, including all assets and liabilities. However, the cited Scheme text does not provide a separate rupee amount for the loan book and deposit base; it specifies the transfer legally rather than as a fixed purchase price or consideration. ^[1]

The closest reported aggregate is RBL Bank management’s estimate that the merger would add approximately Rs 10,000–11,000 Crores to RBL Bank’s balance sheet, described as more than USD 1 billion. This is the estimated total balance-sheet addition, not a disclosed split between loans and deposits. ^[2]

The consideration under the Scheme is the issue of 87,089,286 RBL Bank equity shares to Emirates NBD, subject to the Scheme’s conditions and approvals. ^[1]

Therefore:

• Aggregate assets and liabilities transferred: approximately Rs 10,000–11,000 Crores, based on management’s later estimate. ^[2]
• Loan book: separate value could not be confirmed from the cited Scheme text.
• Deposit base: separate value could not be confirmed from the cited Scheme text.

The final actual cash consideration paid under the public open offer was Rs 0, because no shares were tendered. The offer’s maximum potential consideration was Rs 11,735.33 Crores, including applicable interest, assuming full acceptance. ^[3]

The transaction also included a primary preferential issue. ENBD actually subscribed to 929,134,820 shares for approximately Rs 26,016 Crores, while the original maximum preferential-issue commitment was Rs 26,853.28 Crores. ^[3] Therefore:

• Actual open-offer cash outflow: Rs 0
• Actual primary capital infused into RBL Bank: approximately Rs 26,016 Crores
• Maximum contemplated package, if the open offer had been fully accepted and the preferential issue had been at its maximum: Rs 38,588.61 Crores, derived from Rs 11,735.33 Crores plus Rs 26,853.28 Crores. ^{[4] [5]}

CAR impact

The cash paid for the open offer would have gone to existing public shareholders and would not have reduced RBL Bank’s regulatory capital. The economically relevant impact for RBL Bank came from the preferential issue proceeds, which strengthened its capital base.

As of March 31, 2026, RBL Bank’s standalone overall CAR was 14.3%. After factoring in ENBD’s capital infusion, the pro-forma overall CAR was estimated at 35.3%. ^[6] This is an increase of approximately 21.0 percentage points, derived from 35.3% minus 14.3%.

Implication: the transaction was capital-accretive for RBL Bank rather than a balance-sheet cash drain. The public open offer created no actual cash outflow after zero tenders, while the primary infusion materially increased net worth and regulatory capital. The pro-forma CAR is as of March 31, 2026 and reflects the disclosed post-infusion calculation, not a subsequent reported quarter.

The merger should increase RBL Bank’s NRI-linked deposit franchise, but the scheme documents do not provide enough branch-level deposit data to calculate the precise post-merger CASA ratio. The direction of the CASA impact is therefore conditional, not automatically positive.

What the scheme establishes

The three Emirates NBD branches in Mumbai, Chennai and Gurugram serve corporate, SME and retail customers, with activities spanning corporate finance, treasury, foreign exchange, liability products and savings/deposit products for both resident and non-resident retail customers.^[7] The full undertaking, including assets and liabilities, is being transferred to RBL Bank on a going-concern basis.^[8]

This means RBL will inherit:

• Corporate and treasury-linked liabilities, likely including a material term-deposit and foreign-currency component.
• Resident and non-resident savings/deposit relationships, which provide the NRI-oriented element.
• Existing branch assets and liabilities, rather than merely adding three distribution points.

The branches are scheduled to function as RBL Bank branches from 1 December 2026.^[9]

CASA ratio: the mechanical effect

RBL’s Q4 FY26 reported deposit base was Rs 139,018 Crores, including CASA deposits of Rs 46,723 Crores and a CASA ratio of 33.6%.^[10]

Post-merger:

`CASA ratio = (RBL CASA + transferred branch CASA) / (RBL deposits + transferred branch deposits)`

Therefore:

• If the transferred branches’ CASA ratio is above 33.6%, RBL’s reported CASA ratio would rise.
• If it is below 33.6%, the ratio would fall.
• If a large part of the transferred book is FCNR, NRE term deposits or other term liabilities, deposits would increase without a corresponding increase in CASA, creating dilution pressure.

The scheme extracts do not provide the three branches’ deposit balance split between current accounts, savings accounts, term deposits, FCNR, NRE/NRO or other NRI categories. Consequently, the exact change in RBL’s CASA ratio cannot be calculated from the disclosed segment information.

There is also a basis issue: RBL reported a 24.04% average CASA ratio in Q2 FY27,^[11] whereas the 33.6% figure is a period-end Q4 FY26 ratio.^[10] These should not be combined into one pre- and post-merger bridge without matching the measurement basis.

NRI-focused deposit mix

The strategic effect is clearer qualitatively: the integration adds a branch franchise that explicitly serves non-resident customers and supports NRI banking relationships.^[7] This should increase the absolute amount and strategic importance of NRI-linked deposits in RBL’s liability franchise.

However, the percentage mix cannot be quantified because the scheme data does not give:

• transferred NRI deposits;
• the split between NRE, NRO and FCNR deposits;
• the transferred savings-versus-term composition; or
• RBL’s existing NRI deposit base.

A separate management disclosure said RBL had mobilised USD 3.4 billion of FCNR(B) deposits, but that is a bank-wide figure and cannot be attributed specifically to the three branches being amalgamated.^[2]

Implication: the branch integration is more clearly accretive to RBL’s NRI and cross-border deposit capability than to its CASA ratio. CASA will rise only if the incoming savings/current-account balances are large relative to the transferred term and FCNR book; an NRI-heavy franchise dominated by term or FCNR deposits could instead increase deposits while diluting the CASA percentage.