Dear Shareholders,

Your Directors are pleased to present the Thirtieth (30^th) Annual Report of DCB Bank Limited (hereinafter referred to as the Bank/ your Bank/ DCB Bank) together with the audited accounts for the financial year ended March 31, 2025 (FY 2025).

FY 2025 is an important milestone in the journey of the Bank as the Bank completed one financial year after the change in leadership in April 2024. The Directors take pleasure in highlighting that the Bank is steadfast in its growth trajectory in a challenging macro-economic environment in terms of tightening of liquidity and credit quality in certain segments like Micro Finance. Your Directors take pride in presenting that despite such headwinds the Bank managed to grow total deposits by 22% and have maintained credit costs at 0.30% of total average assets.

Your Bank also achieved several milestones during FY 2025 including a key milestone of annual Operating Profit of ` 1,000 crores.

As we all know, India continues to be one of the fastest growing economies in the World. As the Country marches towards realizing the aspirations of Viksit Bharat by 2047, your Directors believe Micro, Small and Medium Enterprises (MSME/ SME) sector will play a pivotal role in this growth journey of the Nation. Economic Survey Report 2024-25 of Government of India also noted that Micro, Small and Medium Enterprises (MSME/ SME) sector has emerged as a highly vibrant sector of the Indian economy. Your Bank adopted a strategy of serving this vibrant MSME sector for the last 15 years and is well placed to leverage the exponential growth in this sector as India marches towards ` 5 Trillion economy and beyond. Your Bank is firmly positioned as a key player having pan India presence with diversified distribution across

20 States and 2 Union Territories, serving entrepreneurs, individuals and business with products and services focused on MSME/ SME sector.

Your Bank has state-of-the-art technology solutions to serve customers. The core banking systems, technology infrastructure and storage solutions, information security infrastructure etc., have been upgraded over the last few years to create capabilities and capacity to leverage technology for future growth. Your Bank is actively engaged with several partners in leading the way to embed and use generative artificial intelligence (Gen AI) in banking products and services. Your Bank also opened a technology innovation center in Bengaluru to facilitate and incubate new technology ideas and initiatives and support fintech companies in emerging banking technologies.

Organization culture that fosters mutual trust, confidence, fairness and equal opportunities is a key DNA of your Bank. Your Bank has been consistently winning pole positions in ‘Great Place to Work' annual awards in various categories.

The financial performance for FY 2025 is summarized below:

Your Bank has demonstrated consistent, predictable and sustainable growth during FY 2025. Advances grew by 24.7%, Total Deposits by 21.6% and total business of your Bank grew by 23%.

In FY 2025, your Bank crossed a significant milestone of ‘Operating Profit' of more than one thousand crores and achieved an Operating Profit of ` 1,037 crores; a growth of 20% compared to FY 2024. Net Interest Income grew by 9.3% despite several macro-economic factors leading to compressions of margins. Your Bank managed to soften the impact of such margin compression by compensating with growth of 58.3% in non – interest income; a large part of which was contributed by regular repeatable income from Third Party Distribution and banking fees for various services. Some components of non-interest income was also realized due to favorable capital markets and enhanced mark to market yield in government securities. Operating costs and Credit costs are largely range bound and are managed effectively through proactive and timely interventions.

The Net Interest Margin (‘NIM') was 3.31% and Cost to Income Ratio is at 63.70%; Return on Assets (‘RoA') Ratio was 0.89% with corresponding Return on Equity (‘RoE') Ratio at 12.30% in FY 2025.

Your Bank has a large proportion of secured granular loans given to customers in MSME/ SME & self-employed segments. Your Bank follows a conservative approach in credit risk taking and has systematically chosen products that have lesser credit losses. In FY 2025 the credit costs of your Bank is 0.30% of total average assets despite significant headwinds in Micro Finance and unsecured retail lending segments. Your Bank managed to lower the impact of these headwinds due to limited exposures to such segments.

Provisions other than tax have increased to

` 208.39 Crores in FY 2025 from ` 142.48 Crores in FY 2024. Your Bank has been making accelarated provision for Non-Performing Assets (‘NPA') in certain cases. In addition, the Bank has also been making periodic Floating Provision and provision against Standard Assets. For FY 2025, Gross NPAs ratio was 2.99% and Net NPA Ratio at 1.12%. The overall NPA Provision Coverage Ratio as was 74.48%.

Your Bank continues to make significant contribution to Priority Sector Lending (PSL) and has achieved the overall PSL target as required by the Reserve Bank of India (RBI).

Your Bank is well capitalized at 16.77% as of March 31, 2025. For FY 2025, the Bank grew its advances by 24.7% but consumed only 23 basis points of Tier 1 capital; the risk weighted assets stood at 49.43% of total assets at March 31, 2025 (FY 2024 – 52.09%), demonstrating efficient use of capital.

During FY 2025, CRISIL Ratings Limited reaffirmed the Bank's rating for Tier II Bonds (under Basel III) as CRISIL AA-/Stable and reaffirmed its rating of the Bank's Certificates of Deposit Programme and Short-term Fixed Deposit Programme as CRISIL A1+. Also, CARE Ratings Limited assigned the Bank's rating for Tier II Bonds

(under Basel III) as CARE AA- / Stable and rating of the Bank's Certificates of Deposit Programme and Short-term Fixed Deposit Programme as CARE A1+.

Your Board is pleased to recommend an enhanced dividend of ` 1.35 per equity share of ` 10.00 each in respect of Financial Year ended March 31, 2025 ( ` 1.25 per equity share of ` 10.00 each for the Financial Year ended March 31, 2024).

The Bank's vision is to be the most innovative and responsive neighbourhood bank in India serving entrepreneurs, individuals, and businesses by adapting "best practices" while ensuring strong governance, good working atmosphere for employees and be responsible towards society and environment.

Your Bank continues to remain steadfast in its strategic direction and pursuit of consistent, sustainable, and predictable growth. Your Bank, focuses on MSME/ SME, Self-employed/ small businesses with tailor-made products creating a diversified, granular and secured portfolio which is resilient and scalable. Products offered are carefully designed and calibrated to ensure an optimum and conservative stance on credit risk. Partnerships and strategic alliances play a key role in launching new products and services and deepening and expansion of existing products and services. Under the new leadership, your Bank has further sharpened the focus on launching and deepening products that enhance continuous customer engagement thus ensuring that all banking needs of MSME/ Self Employed customers are met by your Bank thus becoming primary and sought after banking partners for such customers. Information Technology is integral part of the every product/ service and plays an indelible role in the growth trajectory of your Bank.

Keeping in view our inherent strengths, branch network and expertise, the Bank's target market is mainly small business owners/ self-employed/ small business segment (traders, shopkeepers, business owners, Micro, Small & Medium Enterprises (‘MSMEs') and (Small and Medium-sized Enterprises (‘SMEs'). The MSME/ SME sector is a vibrant and dynamic sector of the Indian economy and plays a very important role in its growth. This segment is resilient and displays entrepreneurial spirit. Small enterprises create millions of jobs and maintain social stability. The MSME sector plays a pivotal role in the economic and social development of the country and as per estimates, contributes around 30% to India's GDP.

Your Bank has chosen a growth trajectory that aims to double the Balance Sheet size every three to four years in a consistent, predictable and sustained basis. The core of this growth will be continued to be built on secured retail lending products like Mortgages, Gold loans, Construction Finance, Terms Loans and Overdrafts to MSME/ SME and mid-Corporates. Agri and Inclusive Banking is an important segment to achieve priority sector targets through products like Tractors, Kisan Credit Card, Agri Gold loans etc and fuel growth in rural and unbanked India. Your Bank has immensely improved its deposit profile over the years by relying mainly on retail deposits and reducing dependency on bulk deposits; and continues to further strengthen the same through innovative products like DCB Happy Savings Account, DCB WOW Account, tailored products and services for senior citizens etc.

The growth journey for next five years and beyond will be largely influenced and depended on two key pillars of your Bank – Human Resources and Information Technology.

Your Bank comprises of 11,057 proud DCBians as of March 31, 2025 and growing steadily. Every addition to this DCB family is thoughtfully chosen, meticulously trained and most importantly engrained with DCB values to ensure the customers feel the consistency in service and experience.

As your Bank enters the next phase of growth, its strategic priorities in information technology include: Deeper AI adoption to personalize banking experiences; Expanded cloud-native architectures for scalability and innovation; Next-gen security tools, including enhanced behavioural biometrics; Smart branch and self-service technologies to improve customer engagement across demographics.

DCBians remain central to your Bank's strategy and success. Throughout FY 2025, we continued to strengthen our HR approach by focusing on four key pillars: Build, Develop, Care, and Engage.

Your Bank is committed to building a strong talent pipeline and supporting meaningful careers. Employees are empowered and encouraged to shape their career paths with support from coaches and mentors. In terms of ‘Employer Branding' your Bank's LinkedIn community grew to 5.28 lakh followers, reinforcing Bank's appeal as an employer of choice. ‘Top Recruit Competition' is a well-established program catered to further enhance presence and brand recall amongst future talent. In FY 2025 the ‘Top Recruit Competition' engaged 16,000 students across 200+ campuses.

Your Bank invests in continuous learning and leadership development. Over 6.44 lakh hours of training was delivered in FY 2025 across the organization, empowering minds, fuelling ambition. DCB Olympiad witnessed participation of over 1,800 employees in skills assessments, with top performers recognized. During FY 2025 targeted leadership development programs like DCB SPRING for branch leaders; curated programs in partnerships with IIM Shillong and TAPMI to sharpen sales and leadership skills, 47 development certification programs with leading Industry Institutes, robust training in ethics, POSH, AML/ KYC, Compliance culture etc., were delivered.

During FY 2025, your Bank embarked on a unique initiative of identifying and grooming the next generation of leaders who will transform and lead the Bank in future under a flagship program called ‘45 Under 45'. Under this program 45 leaders under the age of 45 years, cutting across various business and functional units of the Bank were handpicked by the management team and are being put through strenuous and tremendously enriching real time projects/ tasks in the Bank which are beyond and outside their current role and span of control. Each project is assigned a sponsor and mentor from within the senior management team. These projects offer unique learning experience to the ‘45 under 45' emerging leaders and prepare them for the future.

Your Bank prioritizes the physical, emotional, and social well-being of our employees. As part of wellness movement, the Walkathon Challenge rallied 2,400+ employees across India, clocking 12.55 crores steps in 10 days—proof of our unstoppable spirit! Engaged 3,000+ employees across regions in Health Carnivals. All DCBians have access to ‘Doctor on Call' App which provides free 24/7 medical consultations, Employee Assistance Program (‘EAP') with 1to1Help. During FY 2025, about 4,748 DCBians volunteered in 88+ CSR initiatives—planting 101,935 trees, cleaning lakes, preserving heritage, and supporting communities.

Your Bank creates an inclusive, motivating workplace. Your Bank provides a plethora of tools to all employees for various needs and expectations, namely, the Virtual Chief Listening Officer, AI-driven feedback at every milestone—because listening leads to action; DCB Assist AI chatbot for instant HR support; EVU 2.0: Our cloud-based HR platform—simpler, smarter, and more inclusive.

Your Bank has a strong culture of appreciation and recognition for outstanding performances and fostering camaraderie and bonding. Some of the flagship programs are: DCB Spotlight - recognized 1,100+ regional achievers; ‘Movers & Shakers' that celebrates and recognizes 100+ awardees at annual event in presence of the MD & CEO and management team. DCB Allympics to promote sports, laughter, and teamwork was held across 14 locations.

DCBians are also engaged through: YOUnity: Vibrant, employee-led WhatsApp communities—connecting passions and people; High Decibel: quarterly newsletter—spotlighting stories that inspire; Hour HR: Live radio show—where questions meet answers, and ideas spark action; Regional Forums: Frontline feedback and solutions; EORO: Digital feedback with 95% reach - every opinion matters; Internal Branding: Highlighted career mobility, referrals, and success stories to strengthen pride and advocacy.

FY 2025 has seen increased dependence and adoption on digital technologies for banking needs.

DCB Bank's technology backbone is engineered for scale, agility, and data-driven intelligence. With a heterogeneous technology stack comprising IBM , Dell and HP infrastructure, operating on AIX, RHEL, and Windows OS, the Bank's applications leverage enterprise platforms such as JBoss, WebSphere, and Tomcat to enable seamless and reliable transaction processing.

Cutting-edge storage systems from Hitachi and IBM, enhanced by NVMe technologies, ensure high-speed data access and reliability. The deployment of Cohesity's object storage and tapeless backup architecture modernized the Bank's data protection strategy, enabling rapid recovery and compliance with data localization requirements.

Your Bank has fortified its network infrastructure with over 1,000 active links ensuring high availability across branches, ATMs, data centres and DR sites. The rollout of Software-Defined Wide Area Network (SD-WAN) technology has not only optimized bandwidth usage but also drastically improved branch-level application performance, enabling consistent and responsive customer interactions.

This architecture supports high-volume digital transactions, low-latency payment flows, and seamless functioning of UPI, IMPS, NEFT/ RTGS and real-time reconciliation systems—critical for serving retail customers, mid-corporates, MSMEs, and non-resident customers.

Your Bank's digital offerings, including DCB Mobile Banking App, Internet Banking, and Business Banking solutions, offer customers 24x7 access to banking and investment services. Products like DCB Zippi Fixed Deposit, DCB EazyBee Mutual Fund, and DCB Remit (international transfers) have been designed for simplicity, speed, and safety — contributing to significant growth in digital products in recent years.

The Bank's Online Dispute Resolution (‘ODR') platform, launched in partnership with NPST in 2024, integrates automation and to deliver rapid complaint resolution and compliance transparency. These advancements support DCB Bank's strategy to serve digitally aware retail clients with frictionless self-services.

Recognizing the rising complexity of digital threats, your Bank has made cybersecurity a cornerstone of its technology strategy. The Bank's ISO 27001 - certified Information Security Management System (‘ISMS') is reinforced by a 24x7 Security Operations Center (‘SOC'), equipped with AI-enabled monitoring and threat intelligence capabilities. This real-time defence posture ensures system integrity across both cloud and on-premises environments.

DCB Bank's strategic partnership with CyberArk, initiated in 2024, fortifies privileged access across thousands of internal and customer-facing systems. The implementation of behavioural biometrics further elevates security—analysing unique user behaviours such as keystroke dynamics and navigation patterns to enable adaptive authentication. These innovations protect customers without compromising user experience and ensure compliance with evolving mandates by regulator.

In today's hyperconnected world, cybersecurity is not merely a regulatory requirement—it is foundational to customer trust. "Our layered defence strategy, powered by AI, behavioural analytics, and advanced access controls, places DCB Bank among top tier in banking security practices."

Following were some of the key technology initiatves of Bank during FY 2025:

• DCB Bank Website was upgraded with enhanced user experience and better presentation of Banks products & services.

• DCB Bank has further strengthened its compliance by making live Asset Liability Management (‘ALM'), AML with customer-wise alerts and Task Central Applications.

• Adoption of ISO 20022 standards for NEFT messages

• Behavioral Biometrics implemented for the Bank's Internet Banking for step up authentication and detecting suspected fraud.

• UPI registration is enabled for international mobile numbers with no additional cost. Additional features in UPI are available to customer like UPI Lite, Autopay, delegation.

• Continuous clearing of cheques is live resulting in reduced settlement risk for participants.

• Strengthening of digital medium is showcased by upgrading of DCB API Platform with integration of more than 180 + API's.

• Launched Payless Secured Credit card for cumulative FD is live for customers.

• Launch of DCB Women's (‘WOW') saving account with benefits of low AQB, Insurance cover upto ` 10 Lakhs on Debit Card and cashback benefits on UPI transactions.

• DCB Bank has gone live with Electronic Bank Guarantee Trade Zone eBG, 74 different types of documents are now available in ‘DCB My Documents', IMPS enabled for NR customers, Enach is enabled in Gold Loan & Finnone.

• DCB Bank has started issuing Insta Debit card for DCB Niyo customer to enhance user experience.

• Priority processing via Cube ensured faster service to high value customer.

• Finnone loans self service option like SOA, Interest certificate, repayment schedule are available via WhatsApp banking for Existing To Bank customers.

• DCB Bank has automated online outward remittance platform for the resident Indians to transfer money abroad from India.

• Four insurance partners on boarded via Bancaedge application, covering the entire Branch Banking Insurance business.

• Gold Loan Key Fact Sheet (‘KFS') is now sent digitally instead of paper printout and Gold Loan Account opening STP helped in reduction of TAT and manual effort leading to gold loan disbursal in less than 30 mins.

• Payout calculation automation for Tractor/ CV/ Auto Dealer/ Mortgage/ Construction Finance is automated by introduction of ezPayout application.

• Enhancements like PAN update, FATCA Declaration, Add Nominee, RTGS, SIM binding were live in Mobile Banking and Form15GH, Add Nominee, NEFT / RTGS 24*7 in Internet Banking.

• CBDT/ GST portal is now directly integrated with Income Tax department for account validation service.

DCB Bank is looking forward to adopting further entrenching use of emerging technologies like AI/ ML, Blockchain, IoT, Edge Computing, Robotic Process Automation, API Banking, Metaverse, conversational banking, BigData to bring much more needed futuristic customer services, newer business models, operational excellence with automation.

By embracing these technologies, your Bank aims to offer its customers futuristic services and newer business models, while achieving operational excellence with automation. The implementation of these technologies will also enable the bank to automate customer interactions, enhance the security and transparency of financial transactions, offer personalized services based on real-time data, and create new ways of engaging with customers.

Your Bank's technology roadmap is crafted not just for the present—but for the digital future of banking in India and supports to our retail customers, MSME/ SME and/ or global travellers seeking seamless digital solutions. We are committed to empowering every customer with secure, intuitive, and agile banking experiences.

In FY 2025, the BIU evolved into a full stack Analytics Centre of Excellence, embedding data-driven decision-making across the Bank's value chain—from customer acquisition to risk management. Your Bank deployed a modern, scalable architecture comprising an Enterprise Data Lake on GPU-enabled servers, supporting advanced analytics, machine learning, and GenAI use cases. Your Bank's technology stack—including Cloudera, Hadoop, Kafka, SAS Viya, Python, R, and Spark—ingests and harmonizes millions of customer and transaction records monthly, enabling hyper-personalization, next-best-action recommendations, predictive forecasting, risk analytics, and AI-powered chatbots. This integrated framework has streamlined decision workflows, strengthened customer engagement, and enhanced risk monitoring throughout the Bank. Over the past year, the Bank has introduced predictive attrition and savings propensity models, further sharpening its ability to anticipate customer needs. Looking ahead, the BIU will deepen its GenAI investments—extending AI-driven insights into digital and branch channels - to drive deposit growth, optimize cross-sell strategies, and elevate customer satisfaction across all segments.

Retail Banking offers unique products for meeting financial needs of individuals and businesses. The Bank follows a multi-product approach which results in "all products being offered in all branches" subject to customer demand in the branch catchment area. To remain competitive, the Bank is particular about the quality and timeliness of service delivery. The Bank has a wide range of products that cater to the various financial needs of the customers.

The Bank has integrated with Government of India - Income tax portal [TIN 2.0] and Goods and Service Tax [GST] portal. This enables the taxpayer to make all types of Direct Taxes and GST payments online and at branches. Further, it provides a convenient way for individuals and businesses to pay their tax seamlessly.

Your Bank continues to be amongst the top banks in India in terms of offering attractive interest rates in both Savings Accounts and Fixed Deposits. In FY 2025, the Bank continued to build its granular deposits by offering attractive benefits and interest rates in Savings Accounts and longer tenor Fixed Deposits. In FY 2025, your Bank launched the DCB Special Programme which is a unique offering for Resident Individual customers where their financial aspirations are addressed by exceptional service and bespoke features. Customers get access to a comprehensive suite of benefits and services designed to meet their banking requirements. With an allocated relationship manager, customers can expect a high level of personalized attention. Your bank also launched an exclusive women's account - DCB WOW. This specially curated account comes with unique privileges and benefits specially tailored for women customers. It is designed to empower women to manage banking in an uncomplicated manner and achieve their financial goals. Both, DCB Special and DCB WoW have received very encouraging responses from customers and prospects.

The Bank's Savings Account and Fixed Deposit book recorded a growth of 19% and 24 % respectively over the FY 2024. The top 20 deposits ratio was at 6.61% at the end of FY 2025 as compared to 6.57% at the start of the year.

Mortgage is the prime lending product for the Bank and contributes about 53% of the Bank's Advances book. As part of the Mortgage business, the Bank offers both Home Loan and Business Loans/ Loan Against Property to self-employed and salaried segments in the neighborhood areas of the Bank's branches. The purpose of these loans, inter alia, are property purchase, home improvement, home repairs, business requirements (purchase of plant and machinery, purchase of stocks, purchase of shops, working capital) and personal expenses such as education, marriage or medical. Micro or small ticket Mortgages are most suitable in Tier 2 to Tier 6 locations. Many customers in the rural and semi-urban areas derive income from informal sectors or trades and at times do not have sufficient documents to support their income/ repayment capacity for obtaining loans. The Bank has demonstrated the ability to assess the household income for such customers by adopting a method of in- depth personal discussions with the borrowers and co- borrowers. Apart from creating a robust portfolio, the Bank has been able to achieve financial inclusion goals. Most of these micro loans qualify under the Priority Sector Loan (‘PSL') norms of the RBI. A part of the Bank's portfolio qualifies long term refinance from National Housing Bank (‘NHB').

The Mortgages business continued to expand very well during FY 2025 with increased sourcing from the targeted segments. The Bank offers housing loans under the Pradhan Mantri Awas Yojana (‘PMAY') 2.0 scheme, aiming to provide affordable housing to urban poor and middle-class families.

The construction sector is an important contributor to the growth of the economy. Affordable housing in both rural and urban areas is one of the key thrust areas for the Government of India. The implementation of Real Estate Regulation & Development Act, 2016 in most states, has brought in much needed transparency in this sector, creating favorable conditions for home buying and financing. The Bank's approach is to focus on reputed builders with a strong track record of delivery who are primarily concentrating in the affordable and mid-segment housing segment. At the same time, the strategy is to be cautious and limit exposure per builder/ project. The Bank has established processes to monitor sales, collections, and utilization of funds towards project completion. In FY 2025, the country witnessed many new projects launches resulting in strong buying in the affordable and mid-segment housing units across most of the geographies. The Bank expects sizable opportunity in lending to affordable and mid-segment housing projects. The Bank has construction finance customers spread across Ahmedabad, Baroda, Surat, Bengaluru, Delhi, Hyderabad, Vishakhapatnam, Chandigarh, Pune & Mumbai.

Loan against Gold is offered in most of the Bank branches. Your Bank has focused on improving customer experience and service by continuously investing in process improvements through in-housing of valuation process and significant enhancements of the front-end system used for loan processing. Most of the verification and validation processes have been automated leading to faster turnaround and improved customer experience. The Bank has invested in improving controls to avoid operating errors and fraud losses.

The Bank has corporate agency tie-ups for distribution of life insurance, health insurance and general insurance. The Bank has a distributor license and operates under the ARN #0353. The Bank has various Mutual Fund houses empanelled through which it distributes various mutual fund schemes. This enables the Bank to deepen the customer relationship in addition to the fee income earned from the Mutual Fund houses.

The IRDA IC-38 Specified Person (‘SP') is a mandatory certification for employees involved in the sale of insurance products. As on March 31, 2025, the Bank has 3,700 staff PAN India, certified as SP. The NISM-Series-V-A: Mutual Fund Distributors (‘MFD') Certification Examination is a mandatory certification for individuals involved in the sale and distribution of mutual fund products in India. As on March 31, 2025, the Bank has 764 staff PAN India, certified for NISM V A.

In FY 2010, with a vision of strengthening neighbourhood banking, the Bank set up a separate vertical to focus on Traditional Customer Banking. The aim was to address the specific needs of the vintage neighbourhood customers and to provide personalised solutions wherever possible. This perhaps is the purest form of neighbourhood banking and is directed towards addressing small credit needs such as education, personal, business and working capital.

The Bank has a dedicated NRI unit. Depending upon the opportunity, the Bank has specialized Relationship Managers in select branches across India. In FY 2025, NRI Savings Account balances grew by 10% and FCNR (B) deposits grew by more than 64%. NRI customers contribute to 7.19% of total deposits.

The number of branches, as on March 31, 2025, stood at 464 [251 Retail branches and 213 branches in Agri and Inclusive Banking (AIB)]. Of these, 87 branches are in rural areas (approximately 19%) and 114 branches are in semi-urban areas (approximately 25%). The focus has been on using cost effective eco-friendly material for refurbishing while creating a standard uniform look and feel to provide a unique, positive, and seamless banking experience to customers.

The Bank had 435 ATMs as on March 31, 2025.

The Bank's intention is to have a niche presence in Corporate Banking. This business operates across India with regional offices in Ahmedabad, Bengaluru, Chennai, Delhi, Hyderabad, Kolkata, and Mumbai. The objective is to provide a complete range of commercial banking solutions including Foreign Exchange, Trade Finance and Cash Management. The Bank has a robust underwriting and credit system to address the inherent risks in Corporate Banking. The emphasis is on building a secured loans portfolio and creating long-term relationships with high quality corporate customers. Corporate Bank during the year maintained a diversified loan book while continuing to build on the short-term products. This unit is also responsible for cross-selling other products of the Bank including raising wholesale deposits thereby being self-reliant and enabling to maintain a healthy mix of retail to wholesale deposits across diverse industries. The momentum is likely to carry on in the coming years with the unit leveraging on existing customers as well as focusing on adding new customers to the Bank.

The Bank's core target segment is MSMEs/ SMEs. It is a large and vibrant sector. It is the backbone of our economy. This segment has positive signs of growth and rebound. The Bank strives to be the business partner of MSMEs/ SMEs by offering custom made solutions to meet the credit demand of the segment. The Bank offers a range of products and personalised services including Working Capital, Foreign Exchange, Cash Management, Trade Finance and Internet Banking. Given the inherent advantages associated with this segment the Bank aims to have large portfolio of small ticket secured exposures.

In FY 2021, the Bank commenced participation on Trade Receivables Discounting System (‘TReDS'), a unique digital capability that provides assured and faster financing to MSMEs/ SMEs who are providing goods and services to larger companies. TReDS is improving the flow of finance to MSMEs/ SMEs. During FY 2025, the Bank has financed more than 1,700 number of MSMEs through 6,300 Invoices in TReDS platform.

AIB unit's primary objective is of achieving financial inclusion, PSL and enhancing the Bank's footprint in the rural and semi urban areas. At the end of March 31, 2025, AIB had 213 branches in 14 states of India. There are many opportunities to offer simple innovative products backed by superior technology in the rural and semi urban areas of India. Many of the new branches are in Tier 2 to Tier 6 locations. There is a constant endeavor to cater to the underbanked and unbanked population of the country through a wide range of products, for example, zero balance savings account, small recurring deposit account, small loans to match the income and cash flow cycle. AIB also coordinates the entire PSL efforts for the Bank and is primarily responsible for achieving the financial inclusion targets.

In FY 2025, the Bank actively participated in PMJDY program. The Bank had 54,765 PMJDY accounts as on March 31, 2025. The Bank has enabled Rupay Debit Cards for PMJDY account holders.

The Bank successfully reached out to unbanked and economically weaker population through PMSBY, PMJJBY and APY programs that are designed to bring social security. Your Bank had 14,057 customers under PMSBY, 6,243 customers under PMJJBY and 15,131 customers in APY as on March 31, 2025.

BSBDA has replaced "No frills account". This is a wonderful product for achieving financial inclusion especially for those who have limited transaction needs in the low-income group. The Bank had 14,307 BSBDA accounts as on March 31, 2025.

"Kisan Mitra" as the name suggests, is a deposit product, which fulfils the requirement and enhances the savings habit in rural areas. It is a product specially designed for farmers. It is a modified Savings Account with zero account opening amount and no maintenance charges.

To meet the credit needs of the farmers, the Bank has retail agriculture products like Kisan Credit Card that aims at providing adequate and timely credit support to the farmers for crop cultivation and allied activities. Under the KCC program, the Bank offers Cash Credit/ Overdraft to farmers for purchasing seeds, fertilisers, pesticide for crops cultivation and Term Loan facilities for land levelling, irrigation and purchasing farm equipment.

Tractor Loans are an integral part of the total agricultural equipment sector and is a direct indicator of growth in the agricultural sector. The Bank has steadily built its business across Tier 2 to Tier 6 branches. Tractor loans helps the Bank to partly meet PSL targets for agriculture and small and marginal farmers set by the RBI. The Bank has benefited small and marginal farmers in farm mechanization improving their yield and allied income.

The Bank lends to MFIs who in turn lend directly to end borrowers. Over time, the Bank has created a network of MFI relationships across India. In 14+ states of India, the Bank has provided Joint Liability Groups (‘JLGs') unsecured loans through Business Correspondent (‘BC') partners to promote economic activities. Group loans from the Bank have enabled unprivileged customers to avail small loans from the banking sector instead of high cost borrowing from money lenders. These loans are usually provided to small farmers and weaker sections mainly in rural areas. To support the growth, the Bank has an efficient software system for managing BC Loans. This software helps maintain adequate information about the borrowers under JLGs. It provides a common platform for both, the Bank, and the BCs for seamless processing of loans and has added immense value by reducing the loan disbursal cycle time.

The Bank has a lending programme for the education segment. It provides loans to schools and vocational colleges for infrastructure development which helps to impart quality education to students. The Bank provides loans based on the requirement of the institution by conducting inter alia detailed study of the institution, number of students, curriculum, financials, cash flows and promoter reputation. This product helps the Bank to cater the education segment and boost the social infrastructure development of the country. Along with term loan, the Bank provides overdraft facility to educational institutes for their working capital requirements. The Bank also offers specialized Current Accounts along with fees collection solution to educational institutes.

One of the key strategies of the Bank is to enter alliances with entities whose products and services enables the Bank to improve customer acquisition and retention. Apart from new and enhanced products, the alliances help in speed to market.

Co-Lending is a unique concept enabled by the RBI. The Bank's intention is to partner with Non-Banking Financial Sector Companies ‘NBFCs') that may be offering products not currently offered by the Bank or segments not served by the Bank. As at the end of FY 2025, the Bank has active Co-Lending Partners for Fifteen (15) different Product Partnerships. The Bank has a well-diversified Co-Lending product portfolio with multiple products such as Gold Loans, School Finance, Business Loans (Secured & Unsecured), Micro enterprise Loans, Housing Loans etc. Co-Lending continues to be an integral part of Bank's business growth plans.

In FY 2025, the Bank's Customer Care Associates attended approximately 91,000 calls per month and out of which 30,000 calls per month are self-serviced on Intelligent Interactive Voice Response (‘IVR'). The Bank has invested in technology and infrastructure to take customer service to new heights, which has been further enhanced by implementing key projects on customer experience, namely - C-SAT Survey on IVR; Customer First Unit; DCB Niyo Unified Desk with 24X7 services; Dedicated desk for high value segment customers with 24X7 services; DCB Niyo Branch Helpdesk exclusively for branch banking team; Call back option on IVR etc.

The above initiatives helped your Bank to ensure customers reach contact center and access their account much easier than before. Further, the Bank has also implemented a range of new customer-centric policies, designed to ensure that the customers receive the best-in-class service from the Bank. To provide uninterrupted service and load balancing, the Bank has trained its branch staff to take phone banking calls that are routed to the branches using a unique technology solution. This has in some ways redefined call center and customer service in the industry. Keeping its focus to ensure minimum time is spent by customers on the call, the Bank has invested in a knowledge management tool, to ensure the associates get information in the shortest possible time without making the customer wait.

The Bank has ensured that its Customer Care Associates can interact with the customers in 8 languages (English, Hindi, Gujarati, Kannada, Marathi, Odiya, Tamil and Telugu). Adoption inter alia of new technology, load balancing, multi-skilled officers and regular intervention by the training team has enabled the contact center team to provide timely and quality service to customers.

UPI continues to be the dominant channel for digital payments and our UPI platform has shown substantial growth in FY 2025, with a remarkable increase in transaction volume and value, strengthening the Bank's position in the digital payments space. The Bank has successfully processed over 84 million outward transactions during FY 24-25 with 96% success rate, a testament to our robust infrastructure and widespread consumer acceptance.

In line with the Bank's commitment to innovation, the Bank has launched new features such as UPI Autopay for recurring payments and in the process of introducing UPI Global to facilitate seamless cross-border transactions. The Bank has launched the UPI Lite to boost up low value offline retail payments. These enhancements have not only improved user experience but also expanded the "use case" for UPI, driving greater financial inclusion. In another key addition, the Bank has also introduced Aadhar based onboarding in UPI which will further penetrate the inclusion of UPI among our customer base.

Bank also participated in a Global event (GFF) and was one of the member pilot batch of banks along with NPCI during the Launch of UPI Circle. We have also taken a strategic step in UPI by being a sponsor Bank for third party UPI Applications. This initiative will further strengthen the Bank's presence in this dynamic digital payment era.

The BBPS platform has seen unprecedented growth this fiscal year, and the Bank has made about 22,000 billers available on the Bank's channels like Mobile Banking and Internet banking. The number of active billers on the Bank's platform led to a significant uptick in consumer convenience and usage, as more users are now able to pay a wider array of bills, ranging from utilities to school fees, through a single interface. The Bank has also successfully integrated innovative solutions to the BBPS platform, reminders for bill payments and a unified online dispute redressal mechanism. The Bank has also successfully integrated innovative solutions to the BBPS platform, reminders for bill payments and a unified online dispute redressal mechanism.

The Bank focuses on constantly improving offerings, features, and security on Debit Cards. It offers a wide range of Debit Card products like Platinum and Classic cards, as well as specialised cards like DCB Travel Smart, which is beneficial for international travellers as it offers competitive foreign exchange mark up, as well as complimentary travel insurance. The Bank's cards also have highly sought after features like contactless payment (Tap and Pay) and e-mandate for ease of recurring payments. From a security and control perspective, the Bank has enabled instant response to customers for failed transactions.

DCB Niyo Global Card is a Debit Card powered by Visa and issued with DCB Niyo Savings Account. This program is segmented especially for customers travelling abroad which provides competitive exchange rates making the product a very compelling proposition. Cardholders are provided with a mobile application that includes security features, allowing them to enable or disable card usage, adjust transaction limits, and block or unblock their card. Customers are on-boarded using a complete end to end digital on-boarding journey with an option of an insta kit.

The DCB Payless Secured Credit Card, backed by Fixed Deposit, launched in January 2025, offers a streamlined and user-friendly solution for financial management. With an efficient and hassle-free application process through the DCB mobile banking app, this secured credit card is available in two variants—Select and Platinum—to cater to diverse customer needs. This card provides a comprehensive suite of features, allowing users to conveniently manage card limits, track transactions, adjust billing cycles, access and download monthly statements, make payments, request limit enhancements, and more- all directly within the app. Designed with versatility in mind, the Payless Credit Card supports both domestic and international transactions seamlessly.

Adding to its appeal, the DCB Payless Credit Card offers an array of exclusive benefits, including cashback rewards, access to premium lounges, surcharge waivers, and other valuable perks, enhancing the overall customer experience.

Treasury actively manages liquidity, compliance with Cash Reserve Ratio (‘CRR'), Statutory Liquidity Ratio (‘SLR'), trading in fixed income securities & currencies, and participating in Initial Public Offers (‘IPOs') (Equity). It also shares the responsibility of interest rate risk management of the Bank. In FY 2025, the Bank strengthened the Treasury function by adding more expertise and improving system functionality. As a result, the Bank expects to have stronger controls and more products in the future. The Bank was proactive in managing fixed income securities as central banks across the globe turned neutral/ dovish from their hawkish stance. Amidst volatility in bonds yield across the world with mixed signals of growth and inflation, Reserve Bank of India turned dovish in Q4 FY 2025 delivering a rate cut. The Bank selectively invested in equity IPOs and booked profits by way of listing gains.

Banking sector system liquidity turned from deficit to surplus with RBI pro-actively injected liquidity through both the main and the fine-tuning repo operations along with FX Swaps and Open Market Operations to ease the situation. During the latter end of the FY 2025, tracking February MPC decision, interest rates started inching lower tracking RBI repo rate cut and thrust on liquidity.

The Bank's actively participated in the FX market and conducted proprietary trading, market making and managing flows for merchant transactions. INR volatility rose driven by elevated global uncertainty. As on April 11, 2025, India held foreign exchange reserves worth US$ 677.8 billion, sufficient for about 11 months of imports and 94 per cent of external debt outstanding at end-December 2024. At its current level, India holds the world's fourth largest foreign exchange reserves.

The Bank's collections and recoveries function is entirely managed by an in-house team operating across 489 locations nationwide, combining digital innovation with customer-centric solutions while maintaining strict risk controls. We have implemented a robust technology framework featuring automated payment reminders, self-service options on DCB portal, and seamless digital repayment channels to enhance convenience and efficiency. Our predictive analytics models and behavioral scoring algorithms provide early warning signals, enabling proactive SMA & NPA management through dynamic, risk-based collection strategies. Customer experience remains central to our approach, with personalized repayment counseling, flexible restructuring options, and financial literacy initiatives. Complementing these efforts is our strengthened recovery infrastructure, including a centralized legal unit and optimized workflows for accelerated resolution. Through continuous investments in automation, process re-engineering, and advanced analytics, we have built a scalable, compliant collections ecosystem that balances recovery effectiveness with customer support, ensuring sustainable portfolio health while adapting to evolving market conditions.

The FY 2025 has been a period of remarkable achievement and strategic advancement for the Operations Unit. Faced with unprecedented growth in transaction volumes across all our Operational Units, including the critical 24/7 functions of the Centralised Payments Centre and clearing units, your Bank has successfully met escalating customer demands while significantly enhancing efficiency and maintaining stringent cost controls.

The Bank's strategic emphasis on automation and productivity improvements has been instrumental in enabling the Bank to seamlessly manage substantial volume increases.

Revolutionizing customer onboarding with its enhanced CUBE platform has helped the Bank to process over 200,000 applications in FY 2025. Over 90% of Account Opening Forms (‘AOF') submitted via CUBE by branches are now processed and customer accounts opened by the National Processing Centre within the same day, a dramatic improvement from the previous five-day average. Furthermore, KYC refresh via CUBE's biometric functionality is completed within seconds, significantly enhancing customer convenience. Priority processing was also introduced for high-value customers, ensuring an expedited and exceptional service experience.

The Bank has also strengthened its User Access Management(‘UAM')framework with the implementation of 'BAAR IGA', a comprehensive application providing Identity and Access Management, governance, administration, and Single Sign-on capabilities for secure employee and user access to applications.

Our upgraded Delivery Management System now features real-time dashboards and multi-courier pincode mapping, enabling us to digitally send over 80% of customer communications.

A strategic tie-up with MPI (‘MCT') has also enhanced our card production capacity, improving turnaround times and optimizing procurement.

24x7 Operational Prowess of the Centralised Payments Centre (‘CPC') efficiently handled approximately 263 lakh transactions during the year with a perfect record of zero operational loss. The Bank successfully implemented a new, innovative NEFT/ RTGS technology solution to support increased volumes and 24x7 services.

Additionally, Internet Payment Gateway Reconciliation and auto-posting of refunds and settlements were introduced, alongside upgrades to our CMS collection application and the enabling of auto-posting in core banking for the Debit Card Reconciliation System, including instant email communications to customers. IFSC automation from SFMS to Core Banking System has also been completed, preventing transaction rejections.

Uninterrupted clearing services continued to operate 24x7, processing 59.01 lakh transactions in FY 2025 with an exemplary record of zero operational loss and no customer complaints.

The Central Payment Office significantly upgraded its vendor payment system with enhanced controls and features like PAN and GST validations, improving turnaround time and reducing operational errors. Employee CTC reimbursements are now completely digital, cutting turnaround time by over 90%.

The Bank has significantly streamlined its Bank Guarantee (‘BG') process with the live implementation of eBG issuance through the NeSL platform in August 2024. Customers can now submit BG applications via PIB/ BIB, leading to paperless issuance and reducing turnaround time from hours to minutes. Regulatory controls for Legal Entity Identifier (‘LEI') checks have also been built into the system for all Trade Finance transactions.

Gold Loan Optimization: The Bank's upgraded Gold Loan customer on boarding process focuses on reducing turnaround time and paperwork. Digital sign-off on the Key Fact Statement (‘KFS') cum Sanction letter and straight-through processing for customer account opening have reduced processing time by almost 30 minutes per application.

Treasury Management System Upgrade: Last year, the Bank has successfully upgraded its Treasury Management system from ‘Credence' to ‘TCS', ensuring IND AS compliance was made live and TCS FX moved to the new system. Reporting of Foreign Exchange Transactions to the Trade Repository - CCIL was also made live.

The culmination of strategic initiatives over recent years – encompassing the implementation of cutting-edge technology solutions, rigorous quality control enhancements, comprehensive process overhauls, continuous staff training, and the cultivation of a motivated and focused workforce – has collectively empowered our various operations units. These efforts have directly led to faster services for customers, the sustained achievement of zero operational losses, and the seamless management of increased transaction volumes.

Looking ahead, the ongoing commitment to further automation and productivity enhancements, will ensure the Bank's sustained operational excellence and continued leadership in customer service.

Risk is an integral part of the banking business and the Bank's aim is to maintain portfolio quality by making appropriate risk/ reward trade-offs. The Bank inter alia is exposed to credit, concentration, market, country and counterparty bank exposure, liquidity, operational, fraud and reputation risk. The Board of Directors of the Bank has oversight of risks assumed by the Bank and has delegated its power to manage risks to Risk Management Committee (RMC) of the Board.

The Credit Risk unit ensures alignment with the objectives of achieving growth while maintaining portfolio quality by making appropriate risk/ reward trade-offs. The idea is to ensure long-term sustainable performance across business cycles. On-going efforts are made to improve risk assessment and controls. Credit Risk over time has developed capabilities to assess the risks associated with various products and business segments. As far as possible, efforts are made to standardize the entire process pan India while considering geographic nuances. The Bank has implemented a rating model that considers both quantitative and qualitative factors and produces a rating that becomes one of the key inputs to credit decisions. To continuously improve the quality of the portfolio, the Credit Risk unit uses SAS analytics and has created several insightful models that helped in refining the product offering, choosing the target segment of customers, collections, and recoveries. Key processes in credit underwriting were examined and duplication was reduced to improve speed of processing. Periodic portfolio reviews were conducted with the business units that helped improve portfolio quality.

Concentration risk is monitored and managed both at the customer level and at the aggregate level. The Bank, inter alia, monitors portfolio concentrations by segment, product, business, ratings, borrower, group, sensitive sectors, unsecured exposures, industry, and geography. The Bank adopts a conservative approach within the regulatory prudential exposure norms.

The Bank has an established process to measure, monitor and manage Interest Rate, Exchange Rate and Equity Risk as part of Market Risk Management. Besides the usual monitoring of Structural Liquidity, Interest Rate Sensitive Gap limits and Absolute Holding limits, the Bank also monitors interest rate risks using Value at Risk limits. Exposures to Foreign Exchange and Capital Markets are monitored within pre-set exposure limits, margin requirements and stop-loss limits.

The Bank has established specific country exposure limits which is capped at 15% of its Capital Funds. The limit also depends upon rating of individual countries. The Bank mitigates risks using insurance cover available through the Export Credit and Guarantee Corporation (‘ECGC'), where appropriate.

The Bank has established framework for setting up of limits for counterparty banks, basis their rating and monitors counterparty bank exposures against the approved limits.

As part of the liquidity management and contingency planning, the Bank assesses potential trends, demands, events and uncertainties that could result in adverse liquidity conditions. The Bank's Asset Liability Management (‘ALM') policy defines the gap limits for the structural liquidity and the liquidity profile is analysed on both static and dynamic basis by tracking cash inflow and outflow in the maturity ladder based on the expected occurrence of cash flow. The Bank undertakes behavioural analysis of the non-maturity products, namely CASA, Cash Credit and Overdraft accounts on a periodic basis to ascertain the volatility of balances. The renewal pattern and premature withdrawals of Fixed Deposits and drawdowns of un-availed credit limits are also captured through behavioural studies.

Liquidity Coverage Ratio (‘LCR'), a global standard to assess an organisation's ability to meet its payment obligations, is used as a measure to assess Bank's liquidity position. LCR level ensures that the Bank has an adequate stock of unencumbered High-Quality Liquid Assets (‘HQLA') that can be converted into cash easily and immediately to meet its liquidity needs under a 30-calendar day liquidity stress scenario. RBI has also mandated a minimum Net Stable Funding Ratio (‘NSFR') of 100% with effect from October 01, 2021. NSFR indicates that the Bank maintains a stable funding profile in relation to the composition of its assets and off-balance sheet activities. The Bank maintains LCR and NSFR above 100% on an ongoing basis.

The liquidity profile is estimated on an active basis by considering the growth in Deposits, Advances, and

Investment obligations. The concentration of large deposits is monitored on a periodic basis. Emphasis has been placed on growing Retail Deposits and avoid as far as possible Bulk Deposits. The Bank periodically conducts liquidity stress testing.

Operational Risk is the risk of loss resulting from inadequate or failed internal processes, people or systems, or external events. The Bank's Operational Risk Management framework is defined in the Operational Risk Management Policy approved by the Board of Directors. While the policy provides a broad framework, Operational Risk Management Committee (‘ORCO') oversees the operational risk management in the Bank. The policy specifies the composition, roles, and responsibilities of the ORCO. The framework comprises identification, assessment, management, and mitigation of risks through advanced tools and analysis.

The Bank pays attention to issues that may create reputational risks. Events that can negatively affect the Bank's reputation are handled cautiously ensuring utmost compliance and in line with the values of the Bank.

The Bank operates in a highly automated environment and makes use of the latest technologies to support the business and functions. The Bank has put in place a robust governance framework, information security practices and a Business Continuity Plan to mitigate IT and cyber security related risks. The Bank ensures that its information and cyber security policies are updated periodically to ensure protection of customers' sensitive information, transaction integrity, availability of banking services and be resilient to emerging cyber security risks. The Bank has a 24x7 Security Operations Centre (‘SOC') to monitor security alerts and take timely appropriate actions.

In accordance with the RBI guidelines, the Bank has migrated to Basel III Capital Adequacy disclosures with effect from Q1 FY 2014. The Bank continues to review and improve its risk management systems and practices to align with industry best practices. The Bank has implemented Standardized Approach for Credit Risk, Standardized Duration Approach for Market Risk and Basic Indicator Approach for Operational Risk.

The Ministry of Corporate Affairs (‘MCA'), Government of India notified the Companies (Indian Accounting Standards) Rules, 2015 on February 16, 2015. Further, a Press Release was issued by the MCA on January 18, 2016 outlining the roadmap for implementation of Indian Accounting Standards (‘Ind AS') converged with International Financial Reporting Standards (‘IFRS') for banks. As per earlier instructions, banks in India were required to comply with the Ind AS for financial statements for accounting periods beginning from April 01, 2018 onwards, with comparatives for the periods ending March 31, 2018 or thereafter. On April 05, 2018, RBI announced deferment of implementation date by one year with Ind AS being applicable to banks for accounting periods beginning April 01, 2019 onwards. On March 22, 2019, RBI further announced deferment of the implementation of Ind AS by banks till further notice.

The Bank has formed a Steering Committee for Ind AS implementation. The Steering Committee is headed by the Chief Financial officer (‘CFO') of the Bank and comprises representatives from Finance, Risk, Credit, Information Technology and Treasury. The Committee closely reviews progress of Ind AS implementation in the Bank and provides guidance on critical aspects of the implementation, including, review of possible impacts of the discussion papers issued by the RBI from time to time. In the interim, Bank continues to prepare proforma Ind AS financial statements on half yearly basis and the Bank submits the same to RBI.

The Bank has put in place a comprehensive Bank-wide Business Continuity Management (‘BCM') plan and procedure to ensure the continuity of critical operations of the Bank in the event of any disaster/ incident affecting business continuity. The Bank's Business Continuity Program is developed considering the criticality of the functions performed and the systems used. Periodic drills and tests are conducted to evaluate the effectiveness of the business continuity arrangements and necessary steps are taken wherever needed.

The Bank strives to continuously improve process controls and customer satisfaction. The Bank has a separate cross functional committee – Management Committee for Approving Processes (‘MCAP') which is assisted by a Sub-Committee (‘MCAP-SuCo'). All new processes are subjected to review by MCAP. The Committee is tasked with identifying operational and compliance risks in new processes and ensuring that steps are taken to mitigate risks. Also, MCAP regularly reviews and approves existing processes for further improvement. In FY 2025, 77 processes were reviewed and approved by the MCAP.

IA function directly reports to the Audit Committee of the Board (‘ACB'), which is a constituent Committee of the Board of the Bank. IA function comprises of Chartered Accountants, Bankers with professional and educational qualifications along with Information Technology professionals to take care of technology audits. The team has a healthy mix of experienced staff having specializations across the Banking domain and freshers. ACB oversees the IA function, monitors performance, and provides regular guidance for improving risk control and compliance across the Bank. During FY 2025, IA adopted different models for various audits and continued to enhance extensive use of data analytics, document verification, testing of design and effectiveness along with walkthrough. The function has also successfully implemented an automation of audit workflow for all types of audits thus helping in better planning and resource utilisation. The IA team makes use of tools like SQL, SAS etc., for analysis in audits and daily exception monitoring. In FY 2025, IA conducted 237 branch audits, 42 process/ business audits, 5 Special Audits, and 38 IT audits. IA team members regularly attend several online and in person training programs conducted by IBA, RBI and other professional Institutes in various domain areas, including audit framework/ methodology, soft skills, risk management and Banking, for continuous enhancement of knowledge and skills.

The Vigilance Unit has strengthened its mechanism for reporting, investigation and timely response to queries received from law enforcement agencies. In collaboration with other departments, the

Vigilance Unit has continued to assess and identify gaps in processes susceptible to fraud risk and has recommended improvements for effective mitigation. Vigilance Unit ensures that the references received under the Whistleblower Mechanism are dealt with in a sensitive and confidential manner, upholding the trust and anonymity. The Fraud Risk Monitoring (‘FRM') unit has continued enhancing fraud detection and monitoring capabilities, including fraud prevention. Some of the key initiatives include further enrichment of data points embedded into the monitoring tools, implementation of preventive mode across channels (Debit card, UPI, Internet Banking, Mobile Banking), implementation of monitor mode scenarios based on non-financial transactions like transaction remarks, UPI VPAs, merchants, declined transactions history, incorrect card details, incorrect login password attempts, media/ open Source/ ROC strike of lists monitoring etc. to enhance fraud detection and comply with regulatory guidelines. It has also enhanced the capabilities to identify the risks through their risk assessment methods and investigation like periodical review of transactions on volume and value in accounts where there is static data change like mobile number. The unit has enhanced the capabilities in reviewing and responding to the cybercrime complaints received from various Law Enforcement Agencies and take appropriate action including additional due diligence, name screening and transaction review. The unit identifies learnings from fraud incidents and industry practices to enhance its capability on a continuous basis including training on technical aspects of vigilance. The FRM unit continues to have 24x7 monitoring to enable fraud detection across various channels and transactions.

The Bank's Compliance function is independent of business and operation functions. The Compliance function has put Board approved policy in place to ensure compliance with applicable regulations. The Compliance function ensures that the Bank's internal procedures and processes are in adherence with the applicable regulatory and statutory provisions, in addition to ensuring timely submission of various returns to regulatory authorities. The Compliance function carries out Compliance Monitoring and Testing on an ongoing basis to assess.

This unit also conducts Compliance Risk Assessment of various units/ functions. The Compliance function is also responsible for AML/ KYC monitoring, for which the Bank has implemented suitable software and analytics for effective monitoring.

Delighting its customer in every interaction is the core aim of the Bank. On a regular basis, the customer complaints and satisfaction levels are monitored by the Managing Director & Chief Executive Officer (‘MD & CEO') along with the Executive Director (‘ED') and other the Senior Management team. The Bank has constituted an independent "Service Excellence" team to analyse customer complaints, identify root cause for service issues, make process improvements and work with the various businesses and functions to continuously enhance service levels. The Bank has an "Integrated Centralised Complaint Management" system and service standards to ensure that the customer queries and complaints addressed in a timely and quality manner.

The Bank continues to make steady progress on the service concept of ESQ. The Bank continues to take numerous process improvement and automation measures. As a result, in comparison to FY 2024, there has been a reduction of complaints. The Bank intends to continue to improve its processes and communications to provide faster resolutions and efficiencies. The Bank continuously works on the six pillars of Service Excellence – Voice of Customer, Service Recovery, Attrition Calling, Process Simplification, Service Culture and Measures and Metrics. To foster a a culture of positivity and customer-centricity across units, the Bank has introduced a Customer Experience program to recognize units or employees for their contribution towards delivering customer service. There are parameters including providing first time resolution, turnaround time, reduction of complaints amongst others that are defined to recognize the unit. The Service Excellence team continuously interacts with the frontline staff and key stakeholders to obtain customer feedback. Branch surprise visits and "mystery shopping" activities are undertaken by the Service Excellence team and instant feedback is provided to the branch staff and supervisors. The Bank has constituted three committees at different levels to monitor customer service - Branch Level Customer Service Committees (‘BLCSCs'), Standing Committee on Customer Service (‘SCCS'), and Customer Service Committee of the Board (‘CSCB'). The Bank, on a regular basis, through various means educates its customers to be vigilant on the rising incidents of cyber-crimes.

In FY 2025, the Bank took numerous initiatives to create brand awareness and improve visibility for the Bank and its products and services. This was helpful in generating quality new business for the Bank. A few instances of the marketing campaigns, events and programs during the year are stated below:

- Nearly 16,000 micro marketing activities to engage with prospects and customers were conducted in the branch neighbourhood across regions by branch banking and business acquisition channel.

- Residential activation programs were organised pan India to engage with the prospects to promote the Bank's products and services. Key event sponsorships were undertaken in association with Golf, Pickleball, Music Festivals and Marathons.

- The Bank's signature customer event "Ek Mulaqat Aur Kuuch Baatein" was organised in Bhopal, Chennai, Goa and Lucknow. Members of the Management Committee (‘Manco') and other senior regional leaders interacted with the customers who appreciated the Bank's service, products, and CSR initiatives.

- DCB Bank's new website was launched with complete change in look feel and content. A very customer friendly and easy to use online experience with better presentation of the Bank's products and services.

- Airport passenger area brand promotion was undertaken at Ahmedabad, Bhopal, Bhubaneshwar, Hubli, Jaipur, Kolkata & Lucknow. DCB Fixed Deposit, DCB Savings Account, DCB Remit and DCB Non-Resident Indian communication were prominently displayed at these airports.

- Mobile van activation campaigns were executed in Uttar Pradesh, Bihar, Jharkhand, Haryana and Rajasthan to promote DCB Savings Account, DCB Fixed Deposit and DCB Gold Loan.

- Wall painting campaigns were undertaken in Chhatisgarh, Jharkhand, Gujarat, Haryana and Rajasthan to promote the Bank's products and services in these locations.

- Several outdoor visibility initiatives such as hoardings, bus shelters, poles, auto rickshaw, bus backs, traffic booths, road barricades, no parking boards, society boards, store boards, were done round the year across branch neighbourhood pan India for enhancing Bank's visibility.

- Digital search and display campaigns were done on an ongoing basis on Google and Meta platforms to promote DCB Savings Account, DCB Fixed Deposit, DCB Remit and DCB Gold Loan.

- Active engagement round the year with the customers, prospects, and the employees with informative posts on the DCB Bank social media platforms.

- DCB Savings Account and DCB Fixed Deposit print campaigns were undertaken in local regional publications.

- Customer communication created for DCB Savings Account, DCB Fixed Deposit, DCB Special Program, DCB Special Savings Account, DCB SME Banking, DCB PayLess Card, DCB WOW Savings Account, DCB NR Services, DCB Gold Loan, DCB EazyBee, DCB Remit, DCB School Finance, DCB Construction Finance, DCB Tractor Loan. In addition to product communication, thematic campaigns were undertaken on financial literacy, usage of digital channels and cyber security.

- External and internal brand visibility was created for launch of the new branches pan India along with customised promotional campaigns.

- DCB Bank 2025 calendar with product communication theme was created for the customers and prospects.

In FY 2024–25, the Bank continued to demonstrate its unwavering commitment to sustainable development and community well-being through a diverse and impactful Corporate Social Responsibility (‘CSR') program. In partnership with over 22 organisations, the Bank supported over 30 transformative projects across 20 states, addressing critical areas such as environmental conservation, water security, clean energy, sustainable livelihoods, and waste management. These initiatives were strategically aligned with the United Nations Sustainable Development Goals (SDGs), including No Poverty (SDG 1), Good Health and Well-being (SDG 3), Quality Education (SDG 4), Gender Equality (SDG 5), Clean Water and Sanitation (SDG 6), Affordable and Clean Energy (SDG 7), Sustainable Cities and Communities (SDG 11), Responsible Consumption and Production (SDG 12), Climate Action (SDG 13), Life on Land (SDG 15), Partnerships for the Goals (SDG 17).

Notable achievements included the plantation of 1,02,830 native tree saplings to restore degraded tree habitat. This endeavour will contribute to the generation of 12,124 metric tonnes of oxygen and sequester approximately 2,570 metric tonnes of carbon dioxide from the atmosphere. Urban and rural afforestation programs were implemented across more than 60 cities and rural locations, enhancing green cover and promoting biodiversity. The Bank's beekeeping-based livelihood initiatives has trained over 200 beekeepers, deployed 480 bee boxes, and enabled the production of 63 kilograms of honey and 2.5 kilograms of bee-wax, and an additional 75 farmers learned to produce bio-pesticides and fertilizers, contributing to eco-friendly agriculture.

To address clean energy needs and reduce methane emissions, 200 household biogas plants were installed, collectively generating 46,773 metric tonnes of biogas and reducing greenhouse gas emissions by 1,304 metric tonnes. Through lake rejuvenation and water conservation projects, the Bank contributed to the revival of 15.5 million litres of water storage capacity and rejuvenated 121 acres of farmland. Health interventions included cattle health camps that supported 100 farmers and vaccinated 300 cattle, improving livestock well-being and rural incomes. In addition, waste management innovations, such as recycled plastic benches and community composting, were implemented in states like Kerala and West Bengal to promote circular economy practices.

Throughout the year, DCB Bank's CSR efforts engaged a wide base of 4,752 volunteers, including employees, students, and local citizens, strengthening community ownership and awareness. Projects like urban tree plantations, mangrove restoration, lake catchment conservation, and sustainable farming methods not only restored ecosystems, it used nature based solutions where possible and created positive impact on sustainable livelihood opportunities. The Bank's approach to CSR emphasizes long-term impact, scalability, and community-centric design, with robust monitoring and evaluation frameworks in place. Going forward, your Bank aims to deepen its investments in nature-based solutions, integrated water-energy-livelihood models, and climate resilience to build stronger, more sustainable communities across India.

As the country faces even graver climate change threats to its nature ecosystems, climate change mitigation for both rural and urban communities are essential facets and realities of the day. The Bank's CSR projects as mentioned earlier relate to water security, protect and enhance biodiversity, motivate and spark a positive attitude towards waste management and recycling, encouraging nature-based solutions to take on the challenges faced by farmers, forest dwellers, and residents in urban areas.

DCB Bank's unique projects such as decentralized sewage treatment for a pilot project for MHOW Cantonment in Madhya Pradesh and a similar initiative implemented at a rehabilitation home for individuals dealing with mental illness at Karjat in Maharashtra - utilise grey and brown waste water of toilets to extract nutrients – uses brown waste water of the toilets to extract the nutrients and make the water usable for gardening and horticulture. Over a 12 month duration these two sewage treatment using organic enzymes and hydrology recycle 71 Lakh litres of water. The Bank intends to promote adoption of decentralized sewage treatment to prevent pollution of fresh water wells, streams and groundwater, and rejuvenate depleted groundwater.

Another aspect of the precarious environment being witnessed is the cycle of flash floods and lean periods of water scarcity. The Bank collaborated with communities in Alwar, Rajasthan; Medak, Telangana; Panna region in Madhya Pradesh, to create village ponds, mini check dams, and other micro scale infrastructure interventions, created contextually relevant package of practices and water user groups to sustainably manage water bodies, springs and village ponds.

The Bank has backed the creation of the Lake Restoration Framework for Bengaluru's lakes. This notable effort is science based, backed with GIS inputs, peer and authority reviewed, ready to use and deploy guide for urban and peri urban lakes for the Bengaluru region landscape. The potential for this framework has been acknowledged by BBMP- the city's municipal corporation. The way forward for this is to adopt is statewide, adapt it for a national level framework for the central government effort and make it available in Indian languages and make it open access via an app.

Grasslands conservation for pastoralist communities, sustainable landscapes, carbon and water sequestration are important areas that impact livelihoods in many States. The Bank's projects on grasslands sustainability for ecosystem services, informing policy and demonstrating through actual on the ground practice were implemented at Kendur and Supe in Pune district of Maharashtra; while a difficult and challenging effort on native grass and shrubs restoration and water harvesting was undertaken at Karni Mata Devi - Deshnoke oran, Bikaner in Rajasthan. These projects are important to gain scientific knowledge as part of the restoration of degraded landscapes that even in the current state of despair – support villages and communities as a source of water, grazing and livelihoods.

The alarming crisis caused by the drop in the water table in cities and villages, rampant pollution caused by landfills, airborne pollution, pollution of water sources from the mountains and to the oceans – puts the future at risk. Your Bank has made sincere effort to work with like-minded individuals and communities in the attempt to overcome challenges envision a better future for all.

Your Bank continued to be recognized for its progress and initiatives across the various business and functions. The details of various awards/ recognitions received by your Bank during FY 2025 are given below:

• Corporate Social Responsibility (‘CSR') ACEF Award - ACEF Asian Business Leaders Awards 2024 under the category of Partnership for Sustainable Development

• The Bank is certified as a Great Place to Work for the 9^th consecutive year, with a Trust Index Score of

85, reflecting improved employee sentiment across all dimensions.

External Recognitions Reaffirm Our Culture:

Top 10 – India's Best Workplaces in Health & Wellness 2024

Top 50 – India's Best Workplaces in BFSI 2024 Ambition Box Employee Choice Award 2024 WOW Workplaces 2024

• The Bank won Gold Award in Transforming Excellence category - Infosys Finacle Innovation Awards 2024 for DCB NIYO Co-Branded Debit Card. The Bank was runner up in 3^rd IBA CISO Summit for deep algorithms biometric behavior based implementation for Internet Banking.

• The Bank Case Study released on adoption of Identity Security Platform (‘CyberArk') was carried in various press releases including ET Edge Insights, CXO Today etc.

Aga Khan Fund for Economic Development (‘AKFED'), the Promoter of the Bank, had expressed its interest to invest up to USD 10 million by subscribing to additional Equity Shares of the Bank, in compliance with applicable laws and regulations. The purpose is to further strengthen the Bank's Capital position and support its growth plans. Further, the Board of Directors of the Bank in its meeting held on December 08, 2023 and Members of the Bank through Postal Ballot on January 09, 2024, had approved the proposal for issuance and allotment of up to 60,58,394 equity shares of face value of ` 10/- each to AKFED, at an issue price of ` 137/- per equity shares (which includes a premium of ` 127/- per equity shares), for a total consideration of up to ` 83 crores by way of Preferential Allotment on a Private Placement basis subject to the regulatory approvals including RBI as may be required. AKFED had made an application to the RBI on January 22, 2024, seeking its permission in relation to the proposed acquisition of equity shares of the Bank and the same is under processing. Post receipt of the RBI approval, the Bank will proceed further in this regard.

During the Financial Year 2025, Thirteen (13) meetings of the Board were held. The details of Board meetings held during the year, attendance of Directors at the meetings and constitution of various Committees of the Board are included separately in the Corporate Governance Report.

The Bank had Twelve (12) Directors on the Board as on March 31, 2025. Out of the twelve (12) directors, seven (7) are Independent Directors, three (3) Non- Executive Non-Independent Directors and two (2) are Executive Directors. During the year under review, Mr. Praveen Achuthan Kutty was appointed as the Managing Director & CEO of the Bank with effect from April 29, 2024 for a period of three years (3) in place of Mr. Murali M. Natrajan upon completion of his tenure of fifteen (15) years as the Managing Director & CEO of the Bank on April 28, 2024 as per the extant norms of the RBI. The Shareholders of the Bank had approved his appointment as the Managing Director & CEO of the Bank in the 29^th Annual General Meeting (AGM) held on June 12, 2024.

Mr. Krishnan Sridhar Seshadri was appointed as the Whole Time Director (Executive Director) with effect from June 13, 2024. His appointment was approved by the Shareholders of the Bank on August 29, 2024 through postal ballot.

Mr. Nasser Munjee was appointed as a Non-Executive Non-Independent Director of the Bank, liable to retire by rotation, with effect from September 19, 2024 and his appointment was approved by the Shareholders on December 06, 2024 through postal ballot.

Mr. Amyn Jassani and Mr. Somasundaram PR were re-appointed as Independent Directors of the Bank with effect from January 25, 2025 for the second consecutive term of 3 (three) years. Their re-appointments were approved by the Shareholders on March 10, 2025 through postal ballot. Mr. Balu Srinivasan was appointed as an Independent Director for a period of three (3) years with effect from

March 07, 2025 and Mr. Nadir Bhalwani was appointed as a Non-Executive Non-Independent Director of the Bank, liable to retire by rotation, with effect from March 07, 2025, and their appointments were approved by the Shareholders on May 19, 2025 through postal ballot. Further, Mr. Shabbir Merchant and Mr. Rafiq Somani, ceased to be the Directors of the Bank on closure of the business hours on January 24, 2025 and March 08, 2025 respectively, on completing their terms as Independent Directors of the Bank. The Board thanks both Mr. Shabbir Merchant and Mr. Rafiq Somani, for their invaluable contribution to the Bank during their respective tenures as Directors of the Bank. Mr. Nasser Munjee, who retires by rotation and being eligible, offers himself for re-appointment and is recommended for re-appointment as a Non-Executive Non-Independent Director of the Bank at the ensuing AGM. A brief resume relating to his re-appointment, is furnished in the notice of the 30^th AGM and Corporate Governance Report, based on the disclosures provided by him. None of the above-mentioned persons is disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013 (‘the Act').

The Certificate dated June 16, 2025 issued by M/s. S. N. Ananthasubramanian & Co., Practicing Company Secretaries in this regard is attached to and forming part of this report.

In the opinion of the Board of Directors, all the above-mentioned Directors being appointed/ re-appointed, possess the required integrity, expertise and experience.

None of the Directors of the Bank are related to each other per se.

As on March 31, 2025, there were twenty (20) Senior Management Personnel (‘SMP') of the Bank, as identified and approved by the Board.

Mr. Praveen Achuthan Kutty - Managing Director & CEO, Mr. Krishnan Sridhar Seshadri - Whole Time Director, Mr. Ravi Kumar Vadlamani - Chief Financial Officer and Ms. Rubi Chaturvedi - Company Secretary are Key Managerial Personnel (‘KMP') of the Bank, who also forms part of SMP of the Bank.

Mr. Praveen Achuthan Kutty was appointed as the Managing Director & CEO of the Bank with effect from April 29, 2024 for a period of three years (3) in place of Mr. Murali M. Natrajan, who completed his tenure of fifteen (15) years as the Managing Director & CEO of the Bank on April 28, 2024 as per the extant norms of the RBI. By virtue of designation of Mr. Kutty, he is considered as Key Managerial Personnel (‘KMP') of the Bank in accordance with the Companies Act, 2013 & Rules made thereunder and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Material Risk Taker (‘MRT') in accordance with the Compensation Policy of the Bank & relevant RBI guidelines.

Mr. Krishnan Sridhar Seshadri, by virtue of his appointment as the Whole Time Director (Executive Director) of the Bank, is also considered as KMP of the Bank in accordance with the Companies Act, 2013 & Rules made thereunder and SEBI Listing Regulations and Material Risk Taker (‘MRT') in accordance with the Compensation Policy of the Bank & relevant RBI guidelines.

The Board of Directors of the Bank vide its resolution dated July 04, 2024 approved the changes in the SMP of the Bank by adding Mr. Mahesh Raman Kutty - Chief Risk Officer, Mr. Ajay Mathur - Head Collections & Commercial Vehicles, Mr. Damodar Agarwal - Head Strategic Initiatives & Alternate Channels, Mr. Kamala Kant Pandey - Head Acquisitions Loans, Deposits & Gold Loans and Mr. Krishna Ramasankaran - Head Credit- Retail & SME.

The performance evaluation of the Board, Committees of the Board and the individual members of the Board (including the Chairman) for Financial Year 2025, was carried out internally pursuant to the framework laid down by the Nomination and Remuneration Committee (‘NRC'). A questionnaire for the evaluation of the Board, its Committees and the individual members of the Board (including the Chairman), covering various aspects of the performance of the Board and its Committees, including composition, roles and responsibilities, Board processes, Boardroom culture, adherence to Code of Conduct quality and flow of information, was sent out to the Directors. The Committees were evaluated inter-alia on parameters such as composition, terms of reference, quality of discussions, contribution to Board decisions etc. The responses received to the questionnaires on evaluation of the Board and its Committees and Non-Independent Directors were then placed before the meeting of the Independent Directors for consideration. The assessment of performance of Non-Independent Directors on personal and professional attributes was also carried out at the meeting of Independent Directors.

The assessment of performance of the Independent Directors on the Board (including Chairman) was subsequently discussed by the Board. In addition to the above parameters, the Board evaluated and was satisfied that the Independent Directors of the Bank fulfill the independence criteria as specified in SEBI Listing Regulations and was independent from the management.

The evaluation brought out the cohesiveness of the Board, a Boardroom culture of trust and cooperation, and Boardroom discussions which are open, transparent and encourage diverse viewpoints. Other areas of strength included effective discharge of Board's roles and responsibilities. The Board would continue to adhere to best corporate governance practices and would dedicate more time in strategy planning, competitive positioning, benchmark and talent management. The appropriate feedback was conveyed to the respective Board members.

The details of familiarization program arranged for Independent Directors have been disclosed on website of the Bank and are available at the following link:

https://www.dcbbank.com/about-us/investor-relations#corporate_governance (refer section Corporate Governance Code and Policies)

The Bank has received necessary declaration from each Independent Director that he/ she meets the criteria of independence laid down in Section 149(6), Regulation 16(1) (b) of the SEBI Listing Regulations and continue to comply with the Code of Conduct laid down under Schedule IV of the Act. In the opinion of the Board, all the Independent Directors are independent of the management.

In terms of Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019 read with Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019 or any other applicable Rules, all the Independent Directors of the Bank are enrolled with the databank of Independent Directors maintained by the Ministry of Corporate Affairs. All Independent Directors of the Bank have passed/ are exempted from undertaking the online proficiency self-assessment test conducted by the IICA.

The Reserve Bank of India vide its Circular No. RBI/2021- 22/25 Ref. No. DoS.CO.ARG/ SEC.01/08.91.001/2021- 22 dated April 27, 2021, had issued the Guidelines for Appointment of Statutory Central Auditors (SCAs)/ Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs) (‘RBI Guidelines').

Pursuant to the RBI Guidelines, Members of the Bank at the 28^th AGM held on June 22, 2023 had approved the appointment of M/s. B S R & Co LLP, Chartered Accountants (Registration No. 101248W/W100022) as one of the Joint Statutory Auditors of the Bank for the period commencing from the conclusion of the 28^th AGM until the conclusion of the 31^st AGM of the Bank for a continuous period of three (3) years (from FY 2024 to FY 2026) subject to the RBI approval on an annual basis and the firm satisfying the eligibility norms in each year in this regard.

Further, the Members of the Bank at the 29^th AGM held on June 12, 2024 had approved the appointment of M/s. Varma & Varma, Chartered Accountants(Registration No. 004532S) as Joint Statutory Auditors of the Bank, for a period commencing from the conclusion of the 29^th AGM until the conclusion of the 32^nd AGM of the Bank for a continuous period of three (3) years (from FY 2025 to FY 2027) subject to the RBI approval for each year and the firm satisfying the eligibility norms in each year in this regard.

The RBI vide its letter Ref CO.DOS.RPD.No. 1574/08.37.005/2025-26 dated May 28, 2025 has approved the re-appointment of M/s. B S R & Co LLP, Chartered Accountants (Registration No. 101248W/ W100022) and M/s. Varma & Varma, Chartered Accountants (Registration No. 004532S) as the Joint Statutory Auditors of the Bank for the FY 2026, being their third year and second year respectively.

There are no qualifications, reservations, adverse remarks or disclaimers made in the ‘Statutory Auditors' Report which forms part of this Annual Report.

Your Bank does not have any subsidiaries, joint ventures or associate companies.

There are no companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year under review.

Being a Banking company, your Bank is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Act.

During the year under review, no instances of fraud committed in the Bank by its officers or employees were reported by the Statutory Auditors and Secretarial Auditor under Section 143(12) of the Act, to the Audit Committee or the Board of Directors of the Bank.

Based on the framework of internal financial controls and compliance systems established and maintained by the Bank, the work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee of the Board, the Board is of the opinion that the Bank's internal financial controls were adequate and effective during the year ended March 31, 2025. Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, based on the above and the representation received from the Operating Management, the Board of Directors, to the best of their knowledge and ability confirms that-

a. in the preparation of the annual accounts, the applicable Accounting Standards have been followed and that there is no material departure;

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Bank at the end of the financial year and of the profit or loss of the Bank for the year;

c. proper and sufficient care has been taken for maintenance of adequate accounting records as provided in the Companies Act, 2013, for safeguarding the assets of the Bank and for preventing and detecting frauds and other irregularities;

d. the annual accounts of the Bank have been prepared on a "going concern" basis;

e. the directors had laid down internal financial controls to be followed by the Bank and that such controls are adequate and were operating effectively; and

f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively."

A copy of the Annual Return as of March 31, 2025 pursuant to sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 11(1) of the Companies (Management and Administration) Rules, 2014 and forming part of this Report is placed on the website of the Bank as per provisions of Section 134(3)(a) and is available at the following link:

https://www.dcbbank.com/about-us/investor-relations#corporate_governance (refer section Financial Reporting & Other Information Annual Report Annual Return)

Pursuant to Section 186(11) of the Companies Act, 2013, the provisions of Section 186 of the Companies Act, 2013, except sub-section (1), do not apply to a loan made, guarantee given or security provided by a banking company in the ordinary course of business. The particulars of investments made by the Bank are disclosed in Schedule 8 of the financial statements as per the applicable provisions of the Banking Regulation Act, 1949.

During FY 2025, all the transactions with related parties were in the ordinary course of business and on arm's length basis and there were no ‘material' contracts or arrangement or transactions with related parties and thus disclosure in Form no. AOC-2 is not applicable in terms of section 188(1) of the Act.

The Bank has a policy on Related Party Transactions and the same has been hosted on the Bank's website at the following link:

https://www.dcbbank.com/about-us/investor-relations#corporate_governance (refer section Corporate Governance Code and Policies)

In terms of Regulation 34(2)(f) of the SEBI Listing Regulations, the Bank's Business Responsibility and Sustainability Report describing the initiatives taken by the Bank from an environmental, social and governance perspective forms part of this Report and has been hosted on the website of the Bank at the following Link: https://www.dcbbank.com/about-us/investor-relations#corporate_governance (refer section Financial Reporting & Other Information Annual Report BRSR)

• The Board shall have minimum 6 and maximum 15 Directors, unless otherwise approved. No person of age less than 21 years shall be appointed as a Director on the Board.

• The Bank shall have such person on the Board who complies with the requirements of the Companies Act, 2013, the Banking Regulation Act, 1949 (‘BR Act'), Provisions of the SEBI Listing Regulations, the ‘Fit & Proper' criteria prescribed by the Reserve Bank of India (RBI), Memorandum of Association and Articles of Association of the Bank and all other statutory provisions and guidelines as may be applicable from time to time.

• Composition of the Board shall be in compliance with the requirements of Regulation 17(1) of the SEBI Listing Regulations.

• Majority of the Directors as required under the BR Act shall have specialized knowledge/experience in the areas like Agriculture, Banking, Small Scale Industry, Legal, Risk Management, Accountancy, Economy, Accountancy and Audit, Finance etc.

• All Directors shall abide by the Code of Conduct as applicable to them.

• Directors shall not attract any disqualification and shall be persons of sound integrity and honesty, apart from knowledge, experience, etc. in their respective fields

• Managing Director & CEO, Whole Time Director, Company Secretary & Compliance Officer and Chief Financial Officer are the Key Managerial Personnel (‘KMPs') of the Bank.

• Except for the Chairman, the Managing Director & CEO and Whole Time Director, no other Directors are paid remuneration. The Chairman, the Managing Director & CEO and Whole Time Director are paid remuneration as approved by the RBI and other applicable authorities. All Directors except the Managing Director & CEO and Whole Time Director are entitled to sitting fees for attending various Board and its Committee meetings.

• Upon excluding the sitting fees for attending the meetings of the Board and Committees which are not considered as remuneration to directors under section 197(2) of the Companies Act, 2013, the payment of honorarium to be made to Mr. Farokh N. Subedar would exceed 50% of the total annual remuneration payable to all the non-executive directors during FY 2026. Accordingly, approval of the Members of the Bank is being sought at the ensuing AGM of the Bank by way of Special Resolution to enable the Bank to make payment of honorarium of ` 24,00,000/- p.a. (Rupees Twenty-Four Lakh Only) to Mr. Farokh N. Subedar, Non-Executive Part Time Chairman of the Bank for FY 2026.

• Independent Directors are not entitled for Employee Stock Options.

• Policy for Selection and Appointment/ Reappointment of Non-Executive Directors including Part-Time Chairperson and their Remuneration is available at:

https://www.dcbbank.com/about-us/investor-relations#corporate_governance (refer section Corporate Governance Code and Policies)

• Policy For Appointment, Re-appointment and Remuneration for Whole Time Directors including Managing Director & CEO is available at:

https://www.dcbbank.com/about-us/investor-relations#corporate_governance (refer section Corporate Governance Code and Policies)

Remuneration of all employees including Senior Management and KMPs are decided as per the Compensation Policy of the Bank. The details are given on website at the following Link: https://www. dcbbank.com/about-us/investor-relations#corporate_ governance (refer section Corporate Governance Code and Policies)

The Bank had 11057 employees as on March 31, 2025. 17 employees were employed throughout the year who were in receipt of remuneration at the rate of not less than

` 1.02 Crore per annum. The details of top 10 employees and the name of every employee, who were employed throughout or part of the year and were in receipt of remuneration at the rate of not less than ` 1.02 Crore per annum in terms of remuneration drawn pursuant to provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are appended separately in an Annexure and forms part of this Report.

The Report and Accounts are being sent to the Shareholders excluding these particulars and any Shareholder interested in obtaining the said details may write to the Company

Secretary at investorgrievance@dcbbank.com

PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES a) The ratio of the remuneration of each Director to the median employee's remuneration for the financial year ended March 31, 2025 and such other details as prescribed are as given below:

b) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

c) The percentage increase in the median remuneration of employees in the financial year: 11.11%

d) The number of permanent employees on the rolls of Bank: 11012

e) Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year ended March

31, 2025 and its comparison with the percentile increase in the managerial remuneration and justification thereof and any exceptional circumstances for increase in the managerial remuneration: Average increase in remuneration is 7.56% for employees other than Managerial Personnel and 11.15% for Managerial Personnel (KMP and Senior Management). There are no exceptional circumstances for increase in the managerial remuneration.

f) Affirmation that the remuneration is as per the remuneration policy of the Bank: Yes

Note - Mr. Farokh N. Subedar, Non-Executive Part Time Chairman of the Bank is paid honorarium of

` 24,00,000/- p.a. (Rupees Twenty-Four Lakh Only) in terms of approval of the Shareholders and the RBI, which is 5:1 to the median employee's remuneration for the financial year ended March 31, 2025.

EMPLOYEE STOCK OPTION PLAN (‘ESOP') AND CASH SETTLED STOCK APPRECIATION RIGHTS (‘CSAR') i. DCB Bank Limited - Employees Stock Option Plan 2005 ("ESOP Scheme")

ii. DCB Bank Limited -Cash Settled Stock Appreciation Rights Scheme 2022 (‘CSARs Scheme').

The Bank has formulated and adopted the DCB Bank Limited –Employee Stock Option Plan in 2005 approved by Shareholders on December 15, 2006 and amended from time to time in order to:

• provide means to enable the Bank to attract and retain appropriate human talent in the employment of the Bank;

• motivate the employees of the Bank with incentives and reward opportunities;

• achieve sustained growth of the Bank and to create shareholder value by aligning the interests of the employees with the long-term interests of the Bank; and

• create a sense of ownership and participation amongst the employees of the Bank. The Employee Stock Options (‘ESOPs') and the Cash Settled Stock Appreciation Rights (‘CSARs') granted to the employees of the Bank currently operate under the following Schemes: i. DCB Bank Limited - Employees Stock Option Plan 2005 (‘ESOP Scheme')

ii. DCB Bank Limited - Cash Settled Stock Appreciation Rights Scheme 2022 (‘CSARs Scheme').

• During the year, the Bank has not granted any ESOPs. However, 8,22,270 CSARs were granted on April 24, 2024 at the exercise price of ` 123.90 per unit of CSAR to the eligible employees of the Bank in accordance with the CSARs Scheme and as approved by the Nomination and Remuneration Committee (‘NRC').

• The provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (‘SEBI (SBEB & SE) Regulations, 2021'), do not apply to cash settled SARs Scheme. As the Bank's CSARs Scheme provides only for cash settlement on stock appreciation, the provisions of SEBI (SBEB & SE) Regulations, 2021, are no longer applicable.

• The aforesaid Schemes complied SEBI (SBEB & SE) Regulations, 2021, to the extent applicable. During the year under review, no material changes were made to the Schemes.

The relevant details of the aforesaid Schemes, as required under the SEBI (SBEB & SE) Regulations 2021, are available on the Bank's website viz., URL: https://www.dcbbank.com/about-us/investor-relations#corporate_governance (refer section Corporate Governance ESOP Disclosures). These details, along with the certificates from the Secretarial Auditor, as required under the SEBI (SBEB & SE) Regulations 2021, stating that the ESOP Scheme and the SARs Scheme have been implemented in accordance with the SEBI (SBEB & SE) Regulations, 2021 and the resolution passed by the members, would be placed and available for inspection by the Members during the AGM.

The provisions of Section 134(3)(m) of the Companies Act, 2013 relating to conservation of energy and technology absorption do not apply to the Bank. However, as mentioned in earlier part of the Report, the Bank has been continuously and extensively using technology in its operations. Foreign Exchange earnings and outgo are part of the normal banking business of the Bank.

The Bank has in place a vigil mechanism pursuant to which a Whistle Blower Policy has been in vogue for the last several years. The policy was last reviewed in FY2025. This Policy, inter alia, provides a direct access to a Whistle Blower to the Whistle Blower Committee on its dedicated e-mail whistleblower@dcbbank.com and Chairman of the Audit Committee of the Board (ACB) on his dedicated e-mail-ID cacb@dcbbank.com. The Whistle Blower Policy covering all employees and Directors is hosted on the Bank's website at: https://www.dcbbank.com/about-us/ investor-relations#corporate_governance (refer section Corporate Governance Code and Policies)

None of the Bank's personnel have been denied access to the Audit Committee.

The Bank has designed and implemented a process driven framework for Internal Financial Controls (‘IFC') within the meaning of the explanation to Section 134 (5)(e) of the Companies Act, 2013. For the year ended March 31, 2025, the Board is of the opinion that the Bank has sound IFC commensurate with the nature and size of its business operations wherein controls are in place and operating effectively and no material weaknesses exist. The Bank has a process in place to continuously monitor the existing controls and identify gaps, if any, and implement new and/ or improved controls wherever the effect of such gaps would have a material effect on the Bank's operation.

In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, the Board at its meeting held on April 25, 2025, based on recommendation of the Audit Committee, has approved the appointment of M/s. S. N. ANANTHASUBRAMANIAN & Co., Practicing Company Secretaries, a peer reviewed firm (Firm Registration No. P1991MH040400) as Secretarial Auditors of the Bank for a term of five consecutive years commencing from FY 2025-26 till FY 2029-30, subject to approval of the Members at the ensuing AGM.

The Secretarial Audit Report for the financial year ended March 31, 2025, as required under Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations, is annexed to this Report. The Secretarial Auditor's Report does not contain any qualifications, reservations, adverse remarks or disclaimers.

In terms of the applicable SEBI Circular, your Bank has submitted the Annual Secretarial Compliance Report for FY 2024-25 to the Stock Exchanges within the prescribed time and the same is available on websites of the Stock Exchanges i.e. BSE Limited (www.bseindia. com), National Stock Exchange of India Limited (www.nseindia.com) and on the Bank's website viz., URL: https://www.dcbbank.com/about-us/investor-relations#corporate_governance (refer section Corporate Governance Secretarial Compliance Report)

Pursuant to the requirements of the Companies Act, 2013 and the SEBI Listing Regulations, the Bank has appointed M/s. S. N. ANANTHASUBRAMANIAN & Co., Practicing Company Secretaries (COP No. 1774) as the Secretarial Auditor for FY 2025 and their report is attached separately to this Report.

Your Bank is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (‘ICSI') related to the Board Meetings (SS-1) and the General Meeting (SS-2) during the FY 2025.

During the FY 2025, there has been no change in the nature of business of the Bank.

Being a banking company, the disclosures required as per Rule 8(5)(v) & (vi) of the Companies (Accounts) Rules, 2014, read with Sections 73 and 74 of the Companies Act, 2013, are not applicable to the Bank.

During the FY 2025, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Bank's operations in future.

There is no application or proceeding pending against the Bank under the Insolvency and Bankruptcy Code, 2016 during the FY 2025.

There was no instance of one-time settlement with any other Bank or financial institution during the FY 2025.

There are no material changes and commitments affecting the financial position of the Bank which has occurred between the end of the financial year of the Bank i.e., March 31, 2025 and the date of the Directors' Report.

The composition, role and functions of the ACB is provided in the Report on Corporate Governance, which forms part of this Annual Report. During FY 2025, the Board has accepted all the recommendations made by the ACB and hence, no further explanation towards this is required to be provided, in this Report.

The Bank has been continuously observing the best corporate governance practices and benchmarks itself against each such practice. A separate section on Corporate Governance and a Certificate from M/s S. N. Ananthasubramanian & Co, Practicing Company

Secretaries, regarding compliance with the conditions of Corporate Governance as stipulated in Schedule V of the SEBI Listing Regulations forms part of this Annual Report.

1. Brief outline of the CSR Policy of the Company

CSR Activities shall mean all the Corporate Social Responsibility activities/ programs/ initiatives of the Bank, either ongoing or new, dealing with the activities mentioned in CSR thrust areas. The activities shall conform to those specified in Schedule VII to the Act (as amended from time to time) and as recommended by the CSR & ESG Committee and approved by the Board.

Thrust areas or activities ascribed to them are defined in the Policy, as amended by the Board, from time to time.

Projects/ programs to be undertaken are related with CSR thrust areas of the Bank.

Thrust areas shall mean and include any one or more of the following CSR activities:

a) Conservation of water/ water storage/ water usage/ protecting water bodies

b) Waste management c) Recycling d) Promote waste to energy and renewal energy

e) Support technology incubators attached to academic institutions

f) Preservation and promotion of archaeological, cultural, artistic, historical heritage and national treasures with focus on protection of water sources, promotion of harvesting of water, propagation of waste management, promoting recycling and adoption of renewable energy

g) Disaster Relief

2. Composition of CSR & ESG Committee:

*Mr. Nasser Munjee was appointed as a member with effect from October 9, 2024 and further as chairman with effect from October 25, 2024

**Mr. Praveen Achuthan Kutty ceased to be a member on August 1, 2024 and Mr. Krishnan Sridhar Seshadri was appointed as a member with effect from August 1, 2024

***Mr. Rafiq Somani ceased to be the member on March 9, 2025

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company.

CSR Policy & CSR projects: https://www.dcbbank.com/about-us/corporate-social-responsibility#csrpolicy Composition of CSR committee: https://www.dcbbank.com/about-us/board-committees

4. Provide the executive summary along with the web link(s) of Impact Assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8, if applicable: NA

5. a) Average net profit of the company as per sub-section (5) of Section 135: ` 578.16 Crores

(b) Two percent of average net profit of the company as per sub-section (5) of Section 135: ` 11.56 Crores (c) Surplus arising out of the CSR Projects or programs or activities of the previous financial years: ` NIL Crores

(d) Amount required to be set-off for the Financial Year, if any: NIL

(e) Total CSR obligation for the Financial Year [(b)+(c)-(d)]: ` 11.56 Crores

6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): ` 11.73 Crores (b) Amount spent in Administrative Overheads: ` 0.11 Crores (c) Amount spent on Impact Assessment, if applicable: NA

(d) Total amount spent for the Financial Year [(a)+(b)+(c)]: `11.84 Crores

(e) CSR amount spent or unspent for the Financial Year:

(f) Excess amount for set-off, if any:

7. Details of unspent Corporate Social Responsibility amount for the preceding three Financial Years: NA

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: NA

9. Specify the reason(s) if the company has failed to spend two per cent of the average net profit as per subsection (5) of Section 135: NA