csb bank ltd share price Directors report

Dear Shareholders,

Your Directors have pleasure in presenting you the 102nd Annual Report of CSB Bank Limited ("CSB Bank/ the Bank") together with the Audited Financial Statements, Independent Auditors Report and the Report on the business and operations of the Bank for the financial year ended March 31, 2023.

FINANCIAL PERFORMANCE AND STATE OF THE BANKS AFFAIRS

The financial highlights of the Bank for the financial year under review, are presented below:

(Rs in Cr)

Particulars	March 31, 2023	March 31, 2022
Deposits	24,505.81	20,188.30
Net Advances	20,650.65	15,814.68
Total Assets/Liabilities	29,162.28	25,356.27
Interest Income	2,319.65	2,038.31
Net Interest Income (NII)	1,333.84	1,153.30
Non-Interest Income	316.01	246.80
Operating Profit/ (Loss)	707.40	613.72
Provisions and Contingencies	(26.21)	(0.51)
(Other than tax)
Profit /(Loss) before Tax	733.61	614.23
Provision for taxes	186.25	155.74
Net Profit /(Loss)	547.36	458.49
Add: Surplus/(Deficit) brought forward from last year	(198.83)	(509.49)
Profit & Loss Account balance before appropriations	348.53	(51.00)
Appropriations
Statutory Reserve u/s 17 of the Banking Regulation Act,1949.	136.84	114.62
Capital Reserve	0.14	9.83
Special Reserve	4.27	4.30
Investment Fluctuation Reserve	Nil	19.08
Balance carried over to Balance Sheet	207.29	(198.83)
Key Performance Indicators
Capital Adequacy Ratio (CRAR)%	27.10	25.90
Basel – III
Earnings per share (in )	31.55	26.43
Book value per share (in )	184.66	152.83
Net Interest Margin%	5.48	5.27
Cost-Income Ratio%	57.12	56.17
Return On Assets (ROA)%	2.06	1.90
Return On Equity (ROE)%	20.35	21.28
Gross NPA %	1.26	1.81
Net NPA %	0.35	0.68

Your Bank had rolled out the change management theme of SUSTAIN BUILD SCALE 2030 (SBS 2030) in FY 22, and a year has gone by. In every transformation journey, achieving the initial milestones builds the teams confidence. The key milestones that were set for FY 23 were to sustain the core strengths and to initiate the build phase. In both the milestones, your Bank fared well. During the year, your Bank could demonstrate a YoY growth of 48% in gold loans, which we consider as our major strength. The key levers and enablers set forth for the build phase include proper segmentation/ verticalisation, good governance structure, growth-oriented policies, building infrastructure, robust and efficient customer centric process, strong and experienced leadership team, digital innovations etc. Fortunately, your Bank could achieve the milestones targeted for FY 23, for each of these in the expected lines.

All the verticals planned for FY 23 have been set up and green shoots are visible. With a view to build a quality asset book, initiatives like revamped Retail/SME credit policies, loan products specific to businesses/ consumers including surrogates, scorecard-based products etc, processes like set up of - Real Estate Valuation Group (REVG), Fraud Control Unit (FCUs) etc have been rolled out. Coming to infrastructure, the Bank has for the third consecutive year opened 100+ branches in FY 23 and installed 63 new ATMs.

On the technology front, though the major investments and plans are for the coming two years, we have created a blueprint of the structure and architecture that is to be implemented for the scale that we are aspiring for. However, the basic platforms like Loan Origination System (LOS), Lead Management System (LMS), product management tool, liability systems, payment/channel systems, cyber security etc., are put in place.

The setting up of the Branch Service Quality Index Group (BSQIG) team is aimed towards ensuring the right culture and mindset among the team members to keep customer centricity at the heart of all our initiatives. On the leadership front, your Bank have a team with relevant experience to build and scale the franchise with long-term vision and commitment. The digital journey is picking up pace as the tech platform is getting ready. In short, the good start in FY 23 gives us the comfort to pursue this journey with more confidence. 3

PERFORMANCE OVERVIEW

During the period under review, your Bank continued to deliver on stakeholder expectations both in terms of topline and bottom line and registered a record net profit of 547.36 crore, up by 19% YoY, backed by 25% business growth, 31% net loan book growth, and 21% deposit growth. Your Bank was able to grow faster than the average industry growth trend in terms of deposits and advances.

In the Financial year 2022-23, the total income grew by 350.55 crore to 2,635.66 crore from 2,285.11 crore in the corresponding previous financial year. During the same period, Interest income increased by 281.34 crore to 2,319.65 crore from 2,038.31 crore and Non-Treasury Other Income increased by 78.27 Crore to 313.57 Crore from 235.30 Crore in the corresponding previous financial year. During the same period, Net Treasury Income decreased by 9.06 crore to 2.44 Crore from 11.50 Crore in the corresponding previous financial year.

During FY 2022-23, the total Operating Profit of the Bank increased by 93.68 crore to 707.40 crore from 613.72 crore and Net Profit increased by 88.87 crore to 547.36 crore from 458.49 crore in the corresponding previous financial year.

Your Bank reported a record net profit of 547.36 crore in the financial year 2022-23 compared to 458.49 crore in the corresponding previous financial year. The profit came in the backdrop of a strong growth in net interest income (NII). Non- interest income was backed by processing fee, commissions on selling third party products and charges collected from deposit accounts.

In the same period, the Banks total advances grew by 4,746.70 crore to 21,489.09 crore led by 48% growth in gold loans to 9,701 crore from 6,570 crore and 33% growth in Agriculture and MFI loans to 1,419 crore from 1,064 crore.

Deposits grew by 4,317.52 crore to 24,505.81 Crore from 20,188.30 crore in the corresponding previous financial year.

Gross non-performing assets (GNPAs) decreased by 26.95 crore to 262.56 crore as on March 31, 2023 from 289.51 crore as on March 31, 2022. Net non-performing assets (Net NPAs) decreased by 35.17 crore to 71.82 crore as on March 31, 2023 from 106.99 crore as on March 31, 2022. The gross NPA as percentage of advances improved by 55 basis points to 1.26% as on March 31, 2023 as against 1.81% as on March 31, 2022. Net NPAs improved by 33 basis points to 0.35% as of March 31, 2023 from 0.68% as on March 31, 2022. Provision Coverage Ratio improved to 92.11% at the end of the financial year from 89.65% in the corresponding previous financial year.

Total Assets have increased by 3,806.01 crore and stood at 29,162.28 crore as on March 31, 2023 as against 25,356.27 crore as on March 31, 2022. Net Advances have increased by 4,835.97 crore and stood at 20,650.65 crore as on March 31, 2023 as against 15,814.68 crore as on March 31, 2022.

TOTAL BUSINESS

Total business of the Bank stood at 45,995 crore as on March 31, 2023, as against 36,931 crore a year before, registering a y-o-y growth of 25%.

CASA DEPOSITS

Total CASA deposits grew by 1,091.09 crore to 7,886.26 crore as on March 31, 2023 from 6,795.17 crore as on March 31, 2022. Total Term Deposits grew by 3,226.42 crore to 16,619.55 crore in the same period from 13,393.13 crore of the corresponding previous financial year. Total Non-Resident Deposits grew by 400.15 crore to 4,925.62 crore in the same period from 4,525.47 crore of corresponding previous year.

ADVANCES

Total advances stood at 21,489.09 crore as on March 31, 2023 as against 16,742.39 crore as on March 31, 2022, registering a y-o-y growth of 28%. The gross CD Ratio of the Bank as on March 31, 2023 stood at 87.69% as against 82.93 % in the corresponding previous financial year.

Gold loan portfolio grew by 48% to 9701 crore as on March 31, 2023 from 6,570 crore as on March 31, 2022, whereas Retail other than gold and Corporate portfolios grew by 30% and 16% respectively in the same period

PRIORITY SECTOR LENDING

Priority Sector Advance extended by the Bank grew by 2,292.25 crore to 10,283.87 crore from 7,991.62 crore in the corresponding previous financial year, registering a y-o-y growth of 28.68%.Your Bank has achieved all the regulatory targets set under the priority sector lending.

ASSETS QUALITY

Indian banks asset quality has improved over the last couple of years and is soon expected to be better than what it was in the earlier days before the beginning of the massive cleansing of balance sheets under regulatory guidance. Experts predict that the gross NPA ratios of scheduled commercial banks to reduce in the coming FYs due to lower incremental slippages, reduction in SMA accounts, restructuring portfolios and healthy growth in advances.

A decline in the overall stressed assets due to a reduction in GNPAs on account of resolution and /or write-offs and improvement in restructured assets with control on asset slippages is expected to continue.

Write off contributed to improving asset quality in Public Sector Banks (PSBs) while upgradation of assets & collections has contributed in reduction of GNPAs in Private sector Banks. There is lurking apprehension that asset quality may deteriorate once the restructuring period of loans allowed during pandemic time gets over. Though the share of GNPAs from large credit of the Indian Banking system declined from 66.4 % in 2020-21 to 63.4 % in 2021-22, the pipeline stress reflected in the data of special mention accounts (SMA) of banks shows increased potential stress in large credit for both PSBs and private banks. The data on SMA 0 with over dues from 0 to 30 days indicates early pipeline stress while SMA1 – 31 to 60 days of over dues and SMA2 – 61 to 90 days of over dues is indicative of accumulating stress in loan portfolio. It all depends on how the monitoring and control is organised by banks to improve the state of asset quality.

Close monitoring of Special Mention Accounts (SMA) including SMA-0 accounts was one of the Banks focus areas during the year in its pursuit of improving asset quality. Multi-level monitoring of SMA portfolio, effective response to the signals thrown up by the automated Early Warning Signal (EWS) systems, monitoring of stressed accounts in the SME segment by dedicated Relationship Managers, tele-calling for improving collection of retail loans and collection through external agencies in some of the business segments have paid rich dividends in the area of stress containment and asset quality improvement during the year.

By initiating appropriate recovery steps in a time bound manner, your Bank could recover / upgrade substantial amounts of NPAs during the year. Account wise follow up of small & large value NPAs at Head Office level has also proved to be very effective in recovery maximisation.

Major chunk of the NPA recovery achieved by the Bank was through negotiated settlements. Organising Recovery Melas / Camps, participating in LOK Adalats, referring of small value accounts for recovery under Revenue Recovery Act in the State of Kerala, repossession and sale of secured assets under SARFAESI Act, 2002 and pursuing legal action by filing suits in Civil Courts / DRT etc., have been the strategies pursued by the Bank for recovery maximisation during the period under review. Compromise / One Time Settlement of NPAs was also pursued by the Bank for NPA recovery during the year which too proved as an effective tool.

The initiatives taken by the Bank have helped in containing the SMA portfolio at all-time low. During the period under review, your Bank could achieve cash recovery to the tune of 73.39 Crore and up-gradation of NPAs to the tune of 18.90 Crore. The recovery from the PWO portfolio and interest cash recovery amounted to 70.74 Crore and 16.49 Crore, respectively.

The Gross NPA of the Bank as on March 31, 2023 stood at a level of 262.56 Crore as compared to 289.51 Crore in the corresponding previous financial year. The Gross NPA and Net NPA ratios are at 1.26% & 0.35% respectively as against 1.81% and 0.68% respectively in the previous financial year. The provision coverage ratio as on March 31, 2023 improved to 92.11% from the level of 89.65% in the previous financial year.

Your Bank continues to focus on arresting fresh delinquencies through close monitoring and recovery of NPAs by initiating appropriate and timely recovery steps.

FINANCIAL PERFORMANCE

Net Interest Income (NII) increased to 1,333.85 Crore in FY 2022-23 from 1,153.30 Crore in FY 2021-22. Non- Treasury Other Income increased to 313.57 Crore in FY 2022-23 from 235.30 Crore in FY 2021-22. However, the Net Treasury Income decreased to 2.44 Crore in FY 2022-23 from 11.50 Crore in FY 2021-22.

Provisions other than taxes decreased by 25.70 crore from (0.51) crore to (26.21) crore. The Operating Profit for the financial year 2022-23 was 707.40 crore before taxes and provisions as against 613.72 crore in the financial year 2021-22 mainly on account of increased net interest income and other income excluding treasury profits.

The Net Profit for the financial year 2022-23 was 547.36 crore as compared to a Net Profit of 458.49 crore in the financial year 2021-22.

DIVIDEND

Your Bank has formulated the Dividend Distribution Policy as per the requirements of Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("SEBI Listing Regulations") and guidelines issued by Reserve Bank of India.

The objective of the Policy is to lay down the criteria to be considered by the Board, before recommending dividend to its shareholders, whether it be Interim/ Special Dividend or Final Dividend. The Bank believes in optimizing the shareholders wealth by offering them various corporate benefits from time to time after considering the Capital to Risk (Weighted) Assets Ratio (CRAR) and reserve requirements subject to regulatory stipulations.

Though the Bank posted the highest ever net profit in its history during the financial year, with the object of conserving the capital for future expansion, strengthening its balance sheet and reserves further, your directors do not propose to recommend any dividend for the financial year ended March 31, 2023.

The Dividend Distribution Policy is available on the Banks website at https://www.csb.co.in/pdf/Dividend_ Distribution_Policy_y_20122022.pdf

CHANGE IN THE NATURE OF BUSINESS

During the financial year under review, there has been no change in the nature of business of the Bank.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE BANK

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, 2023 and the date of the Directors Report.

CAPITAL STRUCTURE

The Authorised share capital of the Bank stood at 220.00 Crore divided into 22 Crore equity shares with a face value of 10/- each as on March 31, 2023. During the financial year under review, there has been no change in the Authorised share capital of the Bank.

The Paid-up Equity Capital of the Bank stood at 173.49 crore comprising 17,34,85,827 fully paid-up Equity Shares of 10/- each as on March 31, 2023. The Bank has not allotted any shares during the financial year 2022-23, and as a result, the paid-up capital of the Bank remains unchanged, i.e., 173.49 crore.

RESERVES

The3 free3 reserves3 and3 surplus3 stood at 2,309.41 crore as on3March 31, 2023 as against 1,901.97 crore (including3debit3balance3in Profit and Loss Account)3as on March331,32022.

The Banks Net owned funds grew to 2,964.10 crore from 2,416.51 crore as of the previous financial year, and its market capitalization stood at 4,252.14 crore as on March 31, 2023 as against 3,663.15 crore as on March 31, 2022.

CAPITAL ADEQUACY RATIO

The Banks overall Capital Adequacy Ratio (CRAR) under Basel III stood at 27.10% at the end of fiscal 2023, well above the benchmark requirement of 11.50% stipulated by Reserve Bank of India.

Of this, the Common Equity Tier I (CET I) CRAR was 25.87% (against minimum regulatory requirement of 8.00%) and Tier I CRAR was 25.87% (against minimum regulatory requirement of 7.00%)

As on March 31, 2023, the Banks Tier II CRAR under Basel III stood at 1.23%.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of its knowledge and ability, confirm that

a. In the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures. b. The directors have 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 2022-23 and of the profit and loss of the Bank for that period. c. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Bank and for preventing and detecting fraud and other irregularities. d. The directors had prepared the annual accounts for the financial year ended on March 31, 2023 on a going concern basis. e. The directors had laid down internal financial controls to be followed by the Bank and that such internal financial controls are adequate and were operating effectively. 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.

PROMOTER HOLDING – FIH MAURITIUS INVESTMENTS LTD

FIH Mauritius Investments Ltd (FIHM), the promoter of the Bank holds, 49.72 % in the paid-up capital of the Bank which is in line with Reserve Bank of India vide Master Direction No. DBR. PSBD. No.56/16.13.100/2015-16 dated November 19, 2015 on ‘Prior approval for acquisition of shares or voting rights in Private Sector Banks and Reserve Bank of India Master Direction DBR.PSBD.No.95/16.13.100/2015- 16 dated May 12, 2016 on ‘Ownership in Private Sector Banks Directions, 2016 which were subsequently repealed and replaced with the Reserve Bank of India (Acquisition and Holding of Shares or Voting Rights in Banking Companies) Directions, 2023 ("Master Direction") read with Reserve Bank of India Guidelines on Acquisition and

Holding of Shares or Voting Rights in Banking Companies ("Guidelines"), dated January 16, 2023.

There is no change in the promoter holding during the financial year under review.

FIHM holding in the Bank is subject to the dilution schedule as mandated by Reserve Bank of India while according to its approval to acquire up to 51 % of the post issue paid-up capital of the Bank and the relevant RBI guidelines as applicable, from time to time.

Pursuant to Section 12(2) of Banking Regulation Act and a Gazette Notification no. DBR.PSBD. No. 1084/16.13.100/2016-17 dated July 21, 2016, read with Guidelines dated January 16, 2023, voting rights of FIHM are currently capped at 26% of the total voting rights of the Bank.

QUALITY INITIATIVES

Bank focuses on maintaining highest standards of quality through innovative technology platforms thereby ensuring superior services to customers and other stakeholders. Bank is having ISO 27001:2013 certification for IT, IS and data-centres which is3valid till 27-9-2024 and the rating awarded for Banks information security system is ‘very good by rating agency, STORMS, and3 is in advanced security category by the rating agency, BitSight.

CSB Institute of Learning & Development (CSBILD) has retained its ISO 9001:2015 certification obtained during the previous financial year. Using a combination of e-learning methodology and virtual programs, CSBILD has covered a diverse spectrum of employees across the Bank in the current FY. The coverage of employees in FY 2022-23 is 20,802 for various internal and external programs. This is higher than the coverage in FY 2021-22 which was 16,143. Among the various initiatives taken in the current financial year, we have achieved the highest coverage of employees for various compliance related trainings through our LMS platform.

CREDIT RATINGS OF DEBT INSTRUMENTS

CRISIL, vide letter dated May 24, 2023, has reaffirmed the rating ‘CRISIL A1+ to the 2,000 crore Certificate of Deposits Programme and 2,000 crore Short Term Fixed Deposits Programme of the Bank.

CRISIL, vide letter dated May 24, 2023 has reaffirmed ‘CRISIL A /Stable rating to the proposed 500 Crore Tier II, Basel III compliant bonds issue Programme of the Bank. India Ratings and Research, vide letter dated August 18, 2022, has reaffirmed its rating of ‘IND A with Outlook Stable, to the proposed 500 Crore Tier II, Basel III compliant bonds issue Programme of the Bank.

The Bank has not yet issued any bonds as part of the programme.

Further details of all credit ratings obtained by the Bank along with revisions thereto, if any, during fiscal 2023, for all the debt instruments outstanding as on March 31, 2023, are provided in the Report on Corporate Governance, forming part of this annual report.

DEPOSITS ISSUANCE PROGRAMME

During the period under review, your Bank raised 1,000 Cr (FV) under the Certificate of Deposits programme from various mutual funds and banks, and out of the same, the outstanding as on March 31, 2023 was 100 crore (FV). The Bank has not raised deposits under the Short Term Fixed Deposits Programme during the period under review.

ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS

As on the date of this Report, the Bank has not issued any equity shares with differential voting rights.

ISSUE OF SWEAT EQUITY SHARES

As on the date of this Report, the Bank has not issued any sweat equity shares.

EMPLOYEES STOCK OPTION SCHEME CSB

Employees Stock Option Scheme 2019

The Bank, on receipt of approval of the shareholders by postal ballot on May 4, 2019, formulated a stock option scheme called "CSB Employees Stock Option Scheme 2019" ("ESOS 2019" or "Scheme"). The first amendment was made in the Scheme at the Annual General meeting of the Bank held on July 20, 2020, inter alia, to increase the Options Reserve by an additional quantum of 1,16,72,791. The source of corresponding number of shares equivalent to 1,16,72,791 options shall be in the form of (i) fresh issue of shares up to 30,00,000 shares and (ii) secondary acquisition by the Trust up to 86,72,791 shares. With this, the total Options Reserve under ESOS 2019 stood at 1,66,72,791 options. The second amendment was made in the Scheme at the Annual General meeting of the Bank held on August 12, 2021, permitting vesting of unvested employee stock options after the date of retirement/early retirement as per original Vesting schedule as specified in the Grant Letter, subject to the provision of the applicable laws and at the discretion of the Nomination and Remuneration Committee of the Board.

The Scheme is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 which was subsequently repealed and replaced with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

The scheme is intended to enable the employees, present and future, to get a share in the value that they help to create for the organization over a period of time, aligning the objectives of an individual with those of the Bank as well as to attract and retain critical senior talents with Employee Stock Options as a compensation tool.

The Scheme shall be administered through an employee stock option trust ("ESOS Trust") in the nature of an irrevocable employee welfare trust in due compliance with the applicable laws. Under the Scheme, the Bank, on July 12, 2019, allotted 50,00,000 equity shares to CSB ESOS Trust, at an issue price of 10/- per share.

None of the amendments made were detrimental to the interests of any existing option grantees, at the respective times. Further, no amendments were made in the Scheme during the FY 2022-23.

Under the Scheme, 7,47,456 stock options were granted in the financial year 2022-23. Out of these, 3,76,067 options were granted on June 28, 2022, at an exercise price of 196.60 per option, 2,15,000 options were granted on July 21, 2022, at an exercise price of 207.00 per option and 1,56,389 options were granted on September 23, 2022, at an exercise price of 236.45 per option.

All the options were granted at market price, to be vested subject to the vesting conditions/ malus and claw back arrangements and be exercised within the period as per the terms of the grant and the Scheme.

During the period under review, 2,53,787 options were vested in line with the vesting schedule, of which 1,09,418 options were lapsed due to non-exercise of the options by the grantee within the exercise period allowed. Apart from that, 12,000 options granted during the financial year 2022-23 also lapsed prior to vesting due to the resignation of the grantee.

As on March 31, 2023, the number of options outstanding is 21,32,474 of which vested and in force is 2,88,738 options.

Pursuant to the approval received from Reserve Bank of India on May 4, 2023, the Nomination & Remuneration Committee of the Board on May 10, 2023, granted 13,145 stock options to Mr. Pralay Mondal, Managing Director & CEO, at an exercise price of 293.80 per option, for the period (February 17, 2022 to September 14, 2022) he held the position of Deputy Managing Director of the Bank.

Amendment proposed in the CSB Employees Stock Option Scheme 2019.

No amendment was proposed to the CSB Employees Stock Option Scheme 2019 in the ensuing Annual General Meeting of the Bank.

CSB Employees Stock Option Scheme – Statutory Compliance

A Certificate of Secretarial Auditors of the Bank pursuant to Regulation 13 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, that the CSB Employees Stock Option Scheme 2019 has been implemented in the Bank in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, and the resolution passed by the Shareholders for the Scheme, will be placed to the Annual General Meeting for the scrutiny of Shareholders.

The statutory disclosures as required as per rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are given on the website of the Bank at www.csb.co.in which forms part of this report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

CSB Bank has a legacy embedded with the trust of over 100 years. Ethics, trust, and transparency are the founding legacies of the Bank. CSB Bank always believed and stood for customers who are in the need-based category of society, built its business over a century by supporting effectively through the delivery of basic banking products responsibly and transparently, thereby making a significant difference in the livelihood of the segments it serves. Bank, without losing its focus on business and other key areas, always emphasized on issues related to environment, social and governance which is very evident and reflected through its approach and activities, maintaining exemplary corporate governance standards through transparency and disclosures.

Bank in compliance with Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") read with the SEBI circular SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021, presents the Business Responsibility and Sustainability Report (BRSR) of the Bank for the FY 2022-23, being the second report of its kind, in the format as specified by SEBI, describing the initiatives taken by the Bank from an environmental, social and governance perspective, forms part of this Report as ANNEXURE-II.

The Report indicates the Banks performance against the nine principles of the ‘National Guidelines on Responsible Business Conduct. Reporting under each principle is divided into essential and leadership indicators. The essential indicators are required to be reported on a mandatory basis while the reporting of leadership indicators is on a voluntary basis.

The report has also been hosted on the website of the Bank and can be accessed at https://csb.co.in/investor- relations>General meetings>Annual General Meeting – 2023.

BUY-BACK OF SHARES OR PROVISION OF FINANCIAL ASSISTANCE FOR PURCHASE OF THE BANKS SHARES

The Bank has not effected any buy-back of its shares or provided any financial assistance for purchase of its shares, to any persons including directors and employees of the Bank in terms of Section 67 of the Companies Act, 2013.

BONDS

Bank has not issued any bonds during the period under review. Bonds issued by the Bank in earlier periods were redeemed as per the redemption schedule and no bonds were outstanding at the beginning and end of the financial year.

DISCLOSURE RELATED TO DETAILS OF DEPOSITS ACCEPTED

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.

SUBSIDIARIES AND ASSOCIATES

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.

Bank has formulated a Policy for determining material subsidiaries pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same is displayed on the website of the Bank at: https://www.csb. co.in/pdf/2.Policy-for-Determining- Material-Subsidiary. pdf

RISK MANAGEMENT POLICY

The Bank has a comprehensive policy framework which contains separate policies for identification, measurement, monitoring & control and mitigation of all material risks including but not limited to credit, market, operational, liquidity and other Pillar- II risks. The Bank has put in place an integrated risk management policy which ensures independence of the risk governance structure. IRMD Charter is included in the Integrated Risk Management policy. The risk management policy details the principles, rules and guidelines to be adopted by the Bank for managing and controlling various kinds of risks through various sub-policies. The policies are implemented in an uninterrupted, reliable and comprehensive manner across the entire Bank. The details of risk management practices are provided in the Management Discussion and Analysis Report annexed to the Directors Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Vigilance Department as part of its ongoing Vigilance Mechanism has a set of laid down policies viz 1. Fraud Risk Management Policy, 2. Whistle Blower Policy, 3. Anti-Bribery & Anti-Corruption Policy which are scrupulously followed, for surveillance, control, and monitoring of day-to-day activities, in order to prevent frauds and thereby manage the risk of eventual financial loss or damage to the reputation of the Bank. These policies are in tune with the directions of RBI.

Whistle Blower policy is an effective tool to report concerns regarding unethical behaviour, violation of systems & procedures, questions of law, wrong business practices or grave misconduct by the employees. As per this Policy /Mechanism, all stake holders viz Directors & employees of the Bank, customers, Non-Governmental Organizations (NGO) and others can lodge complaints. It is published in the Website of the Bank and thereby creates awareness amongst all the stake holders. The Audit Committee of the Board (ACB) oversees the vigil mechanism through its committee processes. The Chairman of ACB directly hear grievances/ victimisation of employees, who use this mechanism to report such genuine concerns. No employee who is aggrieved is denied access to ACB under this policy. It provides reassurance/protection to the whistle blower from victimisation, discrimination or reprisals for having blown the whistle, in good faith and in the interest of the Bank. The investigation under this policy shall be completed within three months from the date of receipt of the complaint and the report thereof should be placed before the ACB.

Moreover, awareness regarding the said policy as well as the Ethics & Code of conduct for staff, are included in every session of the training programme conducted at the Banks Staff Training College, for enhancing awareness of fraud risk and for promoting a culture of compliance amongst the employees.

Similarly, the Fraud Risk Management policy followed by the Bank also covers all aspects of the said vigilance mechanism. Every instance of fraud reported is thoroughly investigated. It ensures that all the systems and procedures are scrupulously followed by all its employees. Bank is taking stringent action against the employees who do not comply with the instructions of the Bank. Deficiencies/irregularities/Lacunae in the system and procedures, if any observed during the investigation, are plugged and wherever necessary systemic corrections are suggested and placed before the ACB, for necessary directions. Further the concerned branches are suitably cautioned so that such deficiencies do not recur, and incidents of frauds minimized. Vigilance Department issues caution advice on a regular basis that disseminates the different modus operandi adopted by the fraudsters in the banking industry, including that occurred in our Bank. This enables the Branches / Offices to prevent similar kind of fraudulent attempts in future. This policy is reviewed every year by the Board and suitably amended, as required. A reference to the Whistle Blower Policy/Vigil Mechanism is also made in every caution note issued by the Vigilance Department.

Further the Anti-Bribery and Anti-Corruption Policy ensures that the stakeholders including employees (whether full-time or contractual, including trainees and interns), Directors, Agents, Associates, Vendors, Consultants, Advisors, Representatives, or Intermediaries do not indulge in any act of ‘Bribery or ‘Corruption while discharging their official duties, either in their own name or in the name of the Bank.

Besides investigation of frauds reported/detected, the department also undertakes Preventive Vigilance Audits, to ensure the effectiveness of the prevention mechanism. This promotes a culture of compliance amongst its employees. Moreover, Bank is making all out efforts to prevent frauds by strengthening the existing control measures and by reiterating the systems & procedures, to update and alert its employees. Bank has a well-organized Inspection Department that conducts regular and comprehensive Inspection (RBIA) of branches and offices at specified intervals and also oversees all other Audits and Inspection of the Bank. The Bank is taking several measures to plug the gaps in the areas of appraisal, monitoring, internal systems, etc., to strengthen the overall control system on loan assets. The Bank has strengthened the internal audit system, functions of vigilance department and put in place an appropriate mechanism, information system and the required infrastructure to prevent recurrence, early detection of frauds on an ongoing basis.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the provisions of Regulation 34(2)(e) of the SEBI Listing Regulations, the Management Discussion and Analysis Report for the year under review is provided in a separate section forming part of this Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Bank has designed and implemented adequate procedures and internal control systems which provide reasonable assurance regarding reliability of financial reporting and preparation of financial statements. For the year ended March 31, 2023, the Board is of the opinion that the Bank has sound Internal Financial Controls commensurate with the nature and size of its business operations wherein controls are in place and operating effectively and no material weaknesses exist.

Bank is operating in a fully computerized environment with Core Banking System supported by diverse application platforms for handling special business such as treasury, trade finance, retail loans, etc. The process of recording transactions in each application platform is subject to various forms of control such as in-built system checks, maker – checker authorisations and independent post transaction reviews. The financial statements are prepared based on computer system outputs. Responsibility of preparations of financial statements is entrusted to a dedicated unit which is independent of business.

For mitigating risks and for KYC norms compliance, Bank has put in place centralized processing for opening of CASA accounts and modifications in customer information. For login to CBS, in addition to login passwords, finger-scan-authentication is implemented and as control measure, dual custody for cash and gold are in place in all branches.

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 Banks operation. During the year under review, there are no material or serious observations of inefficiency or inadequacy of such controls.

CORPORATE GOVERNANCE

The Bank continues its endeavor to adopt the best prevalent corporate governance practices. A separate section/Report on corporate governance standards followed by your Bank and the relevant disclosures as stipulated under SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 and the Companies Act, 2013 and the rules made thereunder are incorporated in the Corporate Governance Report that forms part of this Annual Report.

A certificate from Bhandari & Associates, Company Secretaries, Mumbai, confirming compliance to the conditions of Corporate Governance as stipulated under SEBI Listing Regulations is annexed to this report.

UPDATE ON IND AS IMPLEMENTATION

Reserve Bank of India (RBI) vide press release RBI/2018- 2019/146 DBR.BP.BC.No.29/ 21.07.001/2018-19, dated March 22, 2019, advised all scheduled commercial Banks about deferment of implementation of Ind AS till further notice in the context of legislative amendments recommended by RBI on implementation of Ind AS were under consideration of the Government of India.

The implementation of IND AS is expected to result in significant changes to the way the Bank prepares and presents its financial statements. The key impact areas during the implementation of Ind AS for the Bank include impairment requirements of Financial Instruments based on Expected Credit Loss, interest recognition using effective interest method and Fair valuation of financial assets.

Your Bank is gearing itself for seamless transition to IND AS and to bring the necessary systems in place to facilitate submission of the Proforma IND AS financial statements to RBI . With respect to the various instructions from Ministry of Corporate Affairs and Reserve Bank of India (RBI), the actions taken by Bank are summarized as follows:

• Bank has set up a Steering Committee comprising members from cross-functional areas of the Bank to initiate the implementation process.

• Bank is in the process of implementing changes as required in existing IT architecture and other processes to enable smooth transition to Ind AS. This include automation of computation of Expected Credit Losses (ECL), Effective interest Rate, Fair valuation, related accounting changes and generation of MIS reports.

• As directed by the RBI, the Bank is submitting half yearly Proforma Ind AS financial statements within the stipulated timeline.

• Training to the employees is imparted in a phased manner.

There may be new regulatory guidelines and clarifications in some critical areas of Ind AS application, which the Bank will need to suitably incorporate in its implementation. The Bank will continue its preparedness towards adoption of ‘IND AS as per regulatory requirement and to liaise with RBI and industry bodies on various aspects pertaining to IND AS implementation.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE BANK

Pursuant to Section 186 (11) of the Companies Act, 2013, the provisions of Section 186 of Companies Act, 2013, except sub - section (1), do not apply to a loan made, guarantee given or security provided or any investment made by a banking company in the ordinary course of business, hence being excepted from disclosure requirements under Section 134(3)(g) of the said Act.

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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

As per the Banks ‘Policy on materiality of Related Party Transactions and on dealing with Related Party Transactions, Audit Committee shall review, at least on a quarterly basis, the details of Related Party Transactions entered into by the Bank pursuant to each of the omnibus approval given and such omnibus approvals shall be valid for a period not exceeding one financial year and shall require fresh approvals after the expiry of such financial year. As per the Policy, omnibus approval is required from the Audit Committee for transactions which are repetitive in nature and the same are reviewed on periodical basis. Further, all transactions with related parties in the ordinary course of business and on arms length basis requires approval of the Audit Committee of the Board.

As per the amendments made in the SEBI Listing Regulations, 2015, effective from April 1, 2022, all related party transactions and subsequent material modifications shall require prior approval of the Audit Committee of the Bank, review of the same by the Board and further all the material related party transactions and subsequent material modifications as defined by the Audit Committee shall require the prior approval of the members of the Bank.

In line with the said amendment, your Bank has obtained prior approvals of the Audit Committee, the Board, and the members of the Bank via postal ballot resolutions/ at the Annual General meeting for all the related party transactions/material related party transactions as per the said amendments, with effect from April 1, 2022. No transactions were entered into with related parties, which were not in the ordinary course of the business of the Bank or which were not on an arms length basis.

During fiscal 2023, the Bank has not entered into any materially significant transactions with its related parties, which could lead to potential conflict of interest between the Bank and these parties, other than transactions entered into with them in the ordinary course of its business.

The particulars of contracts or arrangements with related parties entered into during the year under review in terms of Section 188(1) of the Companies Act, 2013 are provided in Form AOC-2 as Annexure -III in terms of 134(3) (h) of the Companies Act, 2013.

The ‘Policy on materiality of Related Party Transactions and on dealing with Related Party Transactions has been reviewed by the ACB and the Board and the same is available on the website of the Bank at https://www.csb.co.in/pdf/ PolicyondealingwithRelatedPartyTransactionnew.pdf in terms of the SEBI Listing Regulations.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Bank recognizes the society as one of its chief stakeholders, and has always given top priority to Corporate Social Responsibility activities. The main objective of CSR policy of the Bank is to make CSR a key business process for sustainable development of the society. The CSR Policy will serve as a guiding document to help identify, execute and monitor CSR projects in accordance with the spirit of the statute.

The Bank, in terms of the requirements of Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014, has set up a Corporate Social Responsibility (CSR) Committee to supervise the CSR initiatives of the Bank. The CSR Committee, shall (a) formulate and recommend to the Board, a Corporate Social Responsibility Policy as per Section 135 of the Companies Act, 2013 and further in accordance with Schedule VII of the said Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. (b) recommend the amount of expenditure to be incurred on the activities as part of the CSR programme of the Bank; (c)monitor the corporate social responsibility policy of the Bank from time to time and (d) formulate and recommend to the Board, an annual action plan in pursuance of its CSR policy.

During the financial year 2022-23, your Bank has identified various projects and has spent the requisite amount in terms of Section 135 of the Companies Act, 2013 towards CSR activities as per annual action plan approved, spread across areas such as healthcare, sanitation, education, housing etc. In the financial year 2022-23, the Bank has spent 6.72 Crore (100% of CSR budget) for CSR activities, as against 0.84 Crore in the financial year 2021-22. As a responsible citizen, the Bank will continue with a slew of measures for fulfilment of its commitment to the society as a whole.

The Annual Report on Corporate Social Responsibility Activities of the Bank for the financial year 2022-23 has been provided in ANNEXURE - IV to this report.

The Corporate Social Responsibility Policy as recommended by the CSR Committee and as approved by the Board is available on the website of the Bank and can be accessed at https://www.csb.co.in/pdf/CSR%20 Policy_Final_-30032022.pdf

AUDITORS a) Statutory Auditors

The members of the Bank in the 100th Annual General Meeting held on August 12, 2021, approved the appointment of B S R & Co. LLP, Chartered Accountants, Mumbai- 400011, for a period of two (2) years together with Mukund M. Chitale & Co, Chartered Accountants, Mumbai – 400057 for a period of three (3) years as the Joint Statutory Auditors of the Bank, to hold office from the conclusion of 100th Annual General Meeting till the conclusion of the 102nd and 103rd Annual General Meetings of the Bank respectively, subject to the specific approval of Reserve Bank of India for each year during their tenure in terms of Section 30(1A) of the Banking Regulation Act, 1949. B S R & Co. LLP, Chartered Accountants was the Statutory Auditors of the Bank to audit the accounts for the financial year ended Mach 31, 2021.

Bank in terms of Section 30(1A) of the Banking Regulation Act, 1949, obtained approval of Reserve Bank of India for the appointment of B S R & Co. LLP, Chartered Accountants Mumbai and Mukund M. Chitale & Co, Chartered Accountants, Mumbai as the Joint Statutory Central Auditors of the Bank for the financial year 2021-22 and thereafter obtained on a yearly basis.

As per Reserve Bank of India Guidelines No. DoS. CO.ARG/SEC.01/08.91.001/2021-22 dated April 27, 2021, regarding "Appointment of Statutory Central Auditors (SCAs)/Statutory Auditors (SAs) in Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs)" read with FAQ dated June 11, 2021 and the Banks policy with regard to Appointment of Statutory Auditors, an audit firm/s will be allowed to continue as the Statutory Auditor/s (SCA) in the Bank for a period of three years and thereafter the said firm will be compulsorily rested for a period of six years. Accordingly, M/s. B S R & Co. LLP, Chartered Accountants Mumbai, who will be completing continuous tenure of three years as the Statutory Auditors of the Bank in the ensuing Annual General Meeting, will not be eligible for reappointment in terms of the said guidelines. Accordingly, in line with said guidelines, the Board on recommendation of the Audit Committee of the Board, recommends the appointment of M/s. Walker Chandiok & Co. LLP, Chartered Accountants, being the first preferred choice of firm to the RBI in place of retiring statutory auditor, B S R & Co. LLP, Chartered Accountants Mumbai, for a period of three (3) years as the second Joint Statutory Auditors of the Bank, to hold office from the conclusion of 102nd Annual General Meeting till the conclusion of the 105th Annual General Meeting of the Bank, subject to the specific approval of Reserve Bank of India for each year during their tenure in terms of Section 30(1A) of the Banking Regulation Act, 1949, for the purpose of audit of the Bank, including certifications, reporting on internal financial controls, of the Banks accounts at its head office, branches and all the controlling and other offices.

Bank has received consent from the said firm/s and confirmation to the effect that they are not disqualified to be appointed as the Statutory Auditors of the Bank in terms of the provisions of the Companies Act, 2013 and rules made thereunder and Reserve Bank of India Guidelines dated April 27, 2021 and accordingly the recommendation was made to Reserve Bank of India for their appointment being the first preferred choice of firm subject to the approval of Reserve Bank of India(RBI) in terms of Section 30(1A) of the Banking Regulation Act, 1949 and approval of the shareholders of the Bank in terms of Section 139, 142, 143 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 and other applicable rules.

Bank in terms of Section 30(1A) of the Banking Regulation Act, 1949, obtained approval of Reserve Bank of India for appointment of M/s. Mukund M. Chitale & Co, Chartered Accountants, Mumbai together with M/s. Walker Chandiok & Co. LLP, Chartered Accountants, Mumbai as the Joint Statutory Auditors of the Bank for the financial year 2023-24 for their third year and first year, respectively. Pursuant to the amendment made to Rule 3 of the Companies (Audit and Auditors) Rules, 2014 via the Companies (Audit and Auditors) Amendment Rules, 2018, effective from May 07, 2018, the requirement of seeking ratification of the members for the re- appointment of the Statutory Auditors has been withdrawn from the Statute. Hence, ratification of the members for re-appointment of M/s. Mukund M. Chitale & Co. Chartered Accountants, Mumbai as one of the Joint Statutory Auditors of the Bank at the ensuing Annual General Meeting is not being sought for. However, the Bank will continue to seek approval of the shareholders for payment of fees/ remuneration to the Auditors on a yearly basis though approval of the shareholders be sought for their appointment for a period of three years together, in line with the extant guidelines.

Pursuant to the Regulation 33(1) (d) of the SEBI Listing Regulations, the Joint Statutory Auditors have confirmed that they are subjected to the peer review process of the Institute of Chartered Accountants of India (ICAI) and that they hold a valid certificate issued by the Peer Review Board of ICAI.

The Board places on record their appreciation and gratitude to M/s. B S R & Co. LLP, Chartered Accountants, Mumbai- 400011, retiring auditors, for the valuable services rendered by them as Statutory Auditors of the Bank. b) Independent Auditors Report

The Joint Statutory Auditors of the Bank viz., M/s. B S R & Co. LLP, Chartered Accountants, Mumbai and M/s. Mukund M. Chitale & Co, Chartered Accountants, Mumbai, have audited the accounts of the Bank for the FY 2022-23 and their Report is annexed.

Pursuant to Section 143(3)(i) of the Companies Act, 2013, the Statutory Auditors have also reported on the adequacy and operating effectiveness of the internal financial controls system over financial reporting, which has been enclosed as "Annexure A" to the Independent Auditors Report.

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report for FY 2022-23. c) Secretarial Auditors and Secretarial Audit Report

Pursuant to Section 204 of the Companies Act 2013, the Bank appointed M/s. Bhandari & Associates, Company Secretaries, Mumbai as its Secretarial Auditors in place of M/s. SVJS & Associates, Company Secretaries, Kochi to conduct the secretarial audit of the Bank for the Financial Year 2022-23. The Bank produced all necessary records to the Secretarial Auditors for the smooth conduct of their Audit. M/s. SVJS & Associates, Company Secretaries, Kochi, was the Secretarial Auditors of the Bank for the period from 2014-15 to 2021-22, and the decision to appoint new auditors in place of them was in line with the decision of the Bank to rotate/change3Secretarial Auditors by the end of every three financial from the date of appointment, similar to the approach being followed in the matter of the appointment of statutory auditors in the Bank.

The Report of Secretarial Auditors for the said period is annexed to this report as ANNEXURE - VI. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditors in their report for the FY 2022-23. d) Secretarial Compliance Report

Pursuant to Regulation 24A of SEBI Listing Regulations read with circular No. CIR/CFD/ CMD1/27/2019 dated February 08, 2019, issued by SEBI, the Bank has obtained Secretarial Compliance Report for the financial year ended March 31, 2023, from M/s. Bhandari & Associates, , Company Secretaries, Mumbai, the Secretarial Auditors of the Bank on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder and the copy of the same was submitted with the Stock Exchanges within the prescribed timelines.

(e) Certificate in terms of Regulation 34(3) read with Schedule V of the SEBI Listing Regulations

In terms of Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, the Bank has obtained a Certificate from Bhandari & Associates, Company Secretaries, Mumbai, confirming that none of the Directors on the Board of the Bank have been debarred or disqualified from being appointed or continuing as Directors of the companies either by the Securities and Exchange Board of India or the Ministry of Corporate Affairs or any other Statutory / Regulatory Authorities. The said certificate is annexed to this Report.

(f) Reporting of Frauds by Auditors

During fiscal 2023, pursuant to Section 143(12) of the Companies Act, 2013, neither the Statutory Auditors nor the Secretarial Auditor of the Bank have reported any instances of frauds committed in the Bank by its officers or its employees.

COMPLIANCE TO SECRETARIAL STANDARDS

Your Bank is in compliance with the relevant 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 financial year 2022-23. Further, the Bank has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

TRANSFER OF UN-CLAIMED/UN-PAID DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Dividend transferred to Unpaid Dividend account and remaining unpaid or unclaimed for a period of seven years from the date of such transfer, has to be transferred to Investor Education and Protection Fund as per Section 124 (5) of the Companies Act, 2013.

Since the Bank had not declared any dividends since the financial year 2014-15, no amount was required to be transferred to the Investor Education and Protection Fund (the "Fund") by the Bank for the financial year ended March 31, 2023.

All the unclaimed dividends pertaining to the prior period/ financial years, except the amount of 9,101, which could not be transferred due to regulatory restraints on such transfers and remained unclaimed for a period of seven (7) consecutive years or more, were transferred to the Fund in the corresponding previous financial years within the stipulated time and in the manner as prescribed in Section 124(6) of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time.

TRANSFER OF EQUITY SHARES TO INVESTOR EDUCATION AND PROTECTION FUND AUTHORITY

In terms of the provisions of Section 124(6) of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (as amended) and other applicable rules, notifications and circulars, if any, every company is required to transfer the shares, in respect of which dividend remains unpaid / unclaimed for a period of seven (7) consecutive years, to the Investor Education Protection Fund (IEPF) Authority.

Since the Bank had not declared any dividends since the financial year 2014-15, no shares were required to be transferred to the Investor Education and Protection Fund Authority by the Bank for the financial year ended March 31, 2023.

UNCLAIMED SHARE APPLICATION MONEY

There is no unclaimed Share application money pending with the Bank or to be transferred to Investor Education and Protection Fund.

COMPENSATION/ REMUNERATION POLICY

The Bank has formulated and adopted a Compensation Policy in terms of Reserve Bank of India circular no. DOR.

Appt. BC.No.23/29.67.001/2019 20 dated November 04, 2019, the relevant provisions of Section 178 of the Companies Act,2013, the relevant Rules made thereunder and the SEBI Listing Regulations. The Policy formulates the criteria for determining the remuneration and further deals with the compensation and benefits of Non-Executive Chairman, Non-Executive Directors, Managing Director & CEO, Whole-Time Directors, Material Risk Takers, Control Function Staff and all other officials and employees of the Bank.

The details of the policy have been included in the Report on Corporate Governance, which forms part of this Report. The Policy was reviewed by the Nomination and Remuneration committee and the Board in their respective meetings held on October 21, 2022.

The excerpts from compensation policy are available on the website of the Bank.

NOMINATION POLICY

The Bank has formulated and adopted Nomination policy for appointment and orderly succession of appointment of Part-time Chairman, Managing Director & CEO, Directors, Key Managerial Personnel and Senior Management team in the Bank. The Policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a director. The details of the same have been included in the Report on Corporate Governance, which forms part of this Annual Report.

The Nomination Policy was reviewed by the Nomination and Remuneration Committee and the Board in their respective meetings held on January 17, 2023 and the same is displayed on the website of the Bank at: https:// www.csb.co.in/pdf/NominationPolicy.pdf

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, in respect of Directors / Employees of the Bank, is attached as ANNEXURE-V to this Report.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in an Annexure and forms part of this report.

In terms of Section 136(1) of the Companies Act, 2013, the annual report and the financial statements are being sent to the members, excluding the aforesaid Annexure. The said Annexure is available for inspection at the registered office of the Bank, and any member interested in obtaining a copy of the Annexure may write to the Company Secretary of the Bank at board@csb. co.in.

BOARD OF DIRECTORS

The Bank has a broad-based Board of Directors, constituted in compliance with the Banking Regulation Act, 1949, Circulars and Guidelines issued by the Reserve Bank of India, from time to time, the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in accordance with the best practices/principles in corporate governance adopted by the Bank.

As on the date of this report, the Board comprises of nine (9) Directors, out of which six (6) are Independent Directors, two (2) are Non-executive, Non-Independent Directors and one was Executive Director. The Directors possess rich experience and specialized knowledge in various areas of relevance to the Bank viz. like Agriculture, Rural Economy, Banking, Accountancy, Co-operation, Information Technology, Economics, Finance, MSME, Information Technology, Payment & Settlement Systems, Human Resources, Risk Management and Business Management, etc.

The Board functions as the governing body and also through various Committees constituted to oversee specific areas. Policy formulation, setting up of goals, evaluation of performance and control functions vest with the Board. The Committees have oversight of operational and supervisory issues assigned to them by the Board, from time to time.

Appointment/changes in the Board Directors of the Bank since the last Boards Report dated June 28, 2022 and up to the date of the Report is as given under:

Re-Appointment of Non-Executive Directors

Director Mr. Sumit Maheshwari (DIN: 06920646), liable to retire by rotation, was re-appointed at the Annual General Meeting held on September 27, 2022.

Part-Time Chairperson

Mr. Madhavan Aravamuthan (DIN : 01865555), Non- Executive Independent Director ceased to be the Part-Time Chairman of the Bank with effect from the close of business hours of June 28, 2022 upon expiry of his tenure of appointment as Part-Time Chairman as per Reserve Bank of India letter August 10, 2020. Further, Mr. Madhavan Aravamuthan stepped down from the position of independent director of the Bank with effect from the close of business hours of June 28, 2022, as his term of appointment as the Part-Time Chairman and first term as Independent Director of the Bank ended on the same day.

The Board places on record its appreciation of the valuable contributions, advises and services of Mr. Madhavan Aravamuthan during his tenure as the Part-Time Chairman as well as an independent director of the Bank. The Board also took note of the sheer professionalism displayed by Mr. Madhavan Aravamuthan during his tenure by sharing unbiased, decisive and professional opinions, keeping in view of all the stakeholders interest at hand.

Mrs. Bhama Krishnamurthy (DIN: 02196839), Non-Executive Independent Director, was appointed as the Part-Time Chairperson of the Bank in place of Mr. Madhavan Aravamuthan for the period starting from November 17, 2022 up to September 28, 2024 (both dates inclusive), on receipt of approval of Reserve Bank of India on November 17, 2022 pursuant to section 10B(1A) (i) of the Banking Regulation Act, 1949 which is coterminous with Ms. Bhama Krishnamurthy‘s second term of appointment as Independent Director of the Bank.

Mrs. Bhama Krishnamurthy has been on the Board of the Bank since September 3, 2018, as an Independent Director.

Re-Appointment of Independent Directors

Mrs. Sharmila Abhay Karve (DIN: 05018751) was reappointed for a second term as a Non-Executive Independent Director of the Bank for a period of 5 (five) years commencing July 20, 2023, up to July 19, 2028 (both dates inclusive) as per the postal ballot resolution dated December 8, 2022. Mrs. Sharmila Abhay Karve is not liable to retire by rotation, in terms of Section 149(13) of the Act. Her first term as a Non-Executive Independent Director of the Bank ends on July 19, 2023. Mrs. Sharmila Abhay Karve is representing "Majority Sector –Economics, Finance and Accountancy" on the Board of the Bank.

Appointment of Mr. Pralay Mondal as the Managing Director & CEO

Pursuant to the approval received from Reserve Bank of India on September 15, 2022, in terms of Section 35B of the Banking Regulation Act, 1949, for the appointment of Mr. Pralay Mondal (DIN: 00117994) as Managing Director & CEO of the Bank for a period of 3 (three) years with effect from the date of its approval i.e. from September 15, 2022, the Board of Directors of the Bank in its meeting held on September 15, 2022, on the recommendations of the Nomination and Remuneration Committee, elevated and appointed Mr. Pralay Mondal, Deputy Managing Director as the Managing Director & CEO of the Bank, for a period of three (3) years, with effect from September 15, 2022, up to September 14, 2025 (both dates inclusive).

The appointment of Mr. Pralay Mondal as the Managing Director & CEO and acceptance of the position by him on September 15, 2022, simultaneously ended his tenure as the interim Managing Director & CEO of the Bank.

The approval of the shareholders was obtained on December 8, 2022, for the appointment as well as the terms, including remuneration, of Mr. Pralay Mondal as the Managing Director &CEO, with effect from the date of approval by3Reserve Bank of India.

Interim Arrangement

The appointment of Mr. Pralay Mondal (DIN: 00117994), Deputy Managing Director, as interim Managing Director & CEO of the Bank, initially for a period of three months with effect from April 1, 2022, which was extended for a further period of three months with effect from July 1, 2022, or till the appointment of a regular Managing Director & CEO in the Bank, whichever is earlier, pursuant to the approval received from Reserve Bank of India on June 29, 2022, was ended on September 15, 2022, on receipt of the approval of Reserve Bank of India for the appointment of Mr. Pralay Mondal as the Managing Director & CEO of the Bank with effect from the date of approval.3

Accordingly, the interim arrangement ceased to be in exist simultaneously on the day of the appointment of Mr. Pralay Mondal as the Managing Director & CEO and his acceptance of the position, i.e., on September 15, 2022.

The approval of the shareholders was obtained in the 101st Annual General Meeting of the Bank held on September 27, 2022, for the appointment of Mr. Pralay Mondal, Deputy Managing Director as interim Managing Director & CEO of the Bank, for the said period. The terms and conditions of appointment, including remuneration of Mr. Pralay Mondal as Interim Managing Director & CEO remained the same as those for the position of Deputy Managing Director.

Woman Director

In terms of the provisions of Section 149(1) of the Companies Act, 2013 and Regulation 17 of the SEBI Listing Regulations, the Bank is required to have at least one independent woman director on the board. Currently, there are two independent women directors on the Board of the Bank. Mrs. Bhama Krishnamurthy (DIN: 02196839) has been appointed as a Director since September 3, 2018 and Mrs. Sharmila Abhay Karve (DIN: 05018751) since July 20, 2020.

Appointment of Independent Director

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Bank in their meeting held on June 20, 2023, appointed Mr. Biswamohan Mahapatra, (DIN: 06990345) as an Additional Director (Non-Executive Independent category) of the Bank w.e.f. June 20, 2023 for a period of five (5) years pursuant to the provisions of Section 149,161(1) of the Companies Act, 2013 and Rules made thereunder, SEBI Listing Regulations and Article 133 of the Articles of Association of the Bank. The said appointment is subject to the approval of the Shareholders of the Bank.

Mr. Biswamohan Mahapatra is a career central banker with over 33 years of experience in various departments of the Reserve Bank of India and retired as Executive Director of Reserve Bank of India in August 2014 where he was in charge of banking regulation, policy, and supervision. Post retirement, he has been an Advisor to RBI on the new bank licensing process. He has represented RBI at various national and international forums and chaired several RBI committees and was also the Member-Secretary to the Committee set up to introduce a financial holding company structure in India and involved in the formulation of Basel II and Basel III regulations. Mr. Biswamohan Mahapatra is representing Majority Sector – ‘Banking, Finance, Law, Risk Management and Payment Systems on the Board.

Necessary resolution seeking approval of the members in connection with appointment of Mr. Biswamohan Mahapatra as Independent Director of the Bank, forms part of the notice of the ensuing Annual General Meeting.

The detailed profile of Mr. Biswamohan Mahapatra recommended for his appointment as Independent Director in the ensuing Annual General Meeting will be provided in the Notice of the Annual General Meeting for the benefit of shareholders as per the provisions of the Companies Act, 2013, SEBI Listing Regulations and the Secretarial Standard on General Meetings (SS-2).

Opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year:

Board has appointed Mr. Biswamohan Mahapatra (DIN: 06990345), as Additional Director of the Bank under (Non- Executive Independent category) based on the extensive due diligence carried out by the NRC on the declarations submitted by him in terms of fit & proper criteria and other applicable statutory guidelines issued by Reserve Bank of India from time to time.

Board noted that Mr. Biswamohan Mahapatra is a career central banker with over 33 years of intense experience in various departments of Reserve Bank of India and retired as Executive Director in RBI.

Adverting to the above, in the opinion of the Board, the said Independent Director appointed on June 20, 2023, possesses the requisite qualifications, proficiency, expertise, track record, integrity, independence, as well as vast and rich experience in the field of Banking.

Re-appointment of Independent Director

Mr. Sudhin Bhagwandas Chokseys (DIN: 01865555) first term as Non-Executive Independent Director of the Bank ends on January 31, 2024. The Board of Directors and Nomination & Remuneration Committee of the Board, post satisfactory evaluation of his performance, recommended the reappointment of Mr. Sudhin Bhagwandas Choksey as Non-Executive Independent Director of the Bank to hold office for a period of five consecutive years (second term), with effect from January 31, 2024 to January 30, 2029.

Necessary resolution seeking approval of the members in connection with reappointment of Mr. Sudhin Bhagwandas Choksey3 3as Independent Director of the Bank, forms part of the notice of the ensuing Annual General Meeting.

The detailed profile of Mr. Sudhin Bhagwandas Choksey, recommended for his reappointment as Independent Director in the ensuing Annual General Meeting will be provided in the Notice of the Annual General Meeting for the benefit of shareholders as per the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Secretarial Standard on General Meetings (SS-2).

Directors Retiring by Rotation

In terms of Section 152 of the Companies Act, 2013, Non- Executive Director, Mr. Madhavan Menon (DIN: 00008542) shall retire by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Mr. Madhavan Menon (DIN: 00008542) was at first appointed as an Additional Director of the Bank with effect from September 03, 2018 under Section 161(1) of the Companies Act, 2013 and his appointment was regularized at the 97th AGM held on September 29, 2018 and he was liable to retire by rotation.

Mr. Madhavan Menon was last re-appointed as director to retire by rotation at the 100th Annual General Meeting held on August 12, 2021, in terms of Section 152 of the Companies Act, 2013.

Approval of the members of the Bank is being requested for re-appointed of Mr. Madhavan Menon as Non- Executive, Non-Independent Director of the Bank.

The detailed profile of Mr. Madhavan Menon recommended for re-appointed in the ensuing Annual General Meeting will be provided in the Notice of the Annual General Meeting for the benefit of shareholders as per the provisions of the Companies Act, 2013, SEBI Listing Regulations and the Secretarial Standard on General Meetings (SS-2).

INDEPENDENT DIRECTORS - COMPLIANCE STATUS

The Bank fully satisfies the requirements of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI Listing Regulations in connection with the appointment of Independent Directors and the following are the Independent Directors of the Bank as on the date of this report.

Sl. No Name of the Independent Director	Term	Term of Appointment is up to
1 Mrs. Bhama Krishnamurthy (DIN: 02196839)	Second	September 28, 2024
2 Mrs. Sharmila Abhay Karve (DIN: 05018751)	First	July 19, 2023*
3 Mr. Sudhin Bhagwandas Choksey (DIN: 00036085)	First	January 30, 2024
4 Mr. Sunil Srivastav (DIN: 00237561)	First	June 7, 2024
5 Mr. Sharad Kumar Saxena (DIN: 08238872)	First	February 18, 2025
6 Mr. Biswamohan Mahapatra (06990345)	First	June 19, 2028

*Vide postal ballot resolution dated December 8, 2022, shareholders have approved the re-appointment for a period of five (5) years, commencing from July 20, 2023, up to July 19, 2028 (both dates inclusive).

The performance of the Independent Directors is subject to evaluation as per Section 149(8) of the Companies Act, 2013 and read with Schedule IV to the said Act.

The Board is confident about their integrity, expertise and experience in the relevant functional areas.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have confirmed of having complied with the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI Listing Regulations read with 25(8) of the Regulations that they meet the criteria of independence laid down thereunder. Further, they have also complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013 and the Code of Conduct and Ethics for Board of Directors and Senior Management Personnel of the Bank. Based on the declarations submitted by the Independent Directors, Board is of the opinion that, they fulfil the conditions specified in the Act and SEBI LODR and are independent of the management. There has been no change in the circumstances affecting their status as independent directors of the Bank.

Pursuant to rule 6(3) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, the Independent Directors of the Bank have affirmed that, they had registered as an Independent Director in the Independent Directors Data Bank as required under rule 6(1) and 6(2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and had also complied with the requirements of passing the online proficiency self- assessment test/ exempted from online proficiency self- assessment test in terms of Rule 6(4) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended.

Board is of the opinion that Independent Directors appointed since the date of last report and up to the date of this report are persons of integrity, and has the necessary knowledge, experience and expertise and further, the Board has ensured that the independent directors have also complied with the requirements of passing the online proficiency self-assessment test/ exempted from online proficiency self-assessment test in terms of Rule 6(4) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended for being appointed/continue to be appointed as an Independent Director of the Bank.

FAMILIARISATION PROGRAMMES OF INDEPENDENT DIRECTORS

All directors including Independent Directors are familiar with their roles, rights and responsibilities in the Bank at the time of appointment and also on a recurrent basis. The Bank facilitates familiarisation programme and other programmes including Certification programme in IT and Cyber Security for its directors.

The details of various programmes undertaken/ arranged for familiarizing the Independent Directors and other programmes arranged for the directors are disclosed in the Report on Corporate Governance, which forms part of this Report.

Details of familiarisation programmes attended by all Directors including Independent Directors are provided at https://www.csb.co.in/pdf/Disclosure_ on_Familiarisation_Programmes_for_Independent_ Directors_of_the_Bank_14032023.pdf, pursuant to regulation 46 of SEBI Listing Regulations.

APPOINTMENT/CHANGES IN KEY MANAGERIAL PERSONNEL

Mr. Pralay Mondal, Deputy Managing Director was elevated and appointed as the Managing Director & CEO of the Bank, for a period of three (3) years, with effect from September 15, 2022, up to September 14, 2025 (both dates inclusive). He has been designated as Key Managerial Personnel with effect from his date of appointment as Deputy Managing Director on February 17, 2022.

Mr. Satish Gundewar was appointed as Chief Financial Officer and as Key Managerial Personnel of the Bank with effect from June 5, 2023, in place of Mr. B. K. Divakara, who ceased to be the Chief Financial Officer of the Bank with effect from the close of office hours on June 4, 2023, as part of the change in the Banks management structure. Mr. B. K. Divakara ceased to be Key Managerial Personnel with effect from the said date.

Mr. Sijo Varghese, Company Secretary, continues to be the Key Managerial Personnel as per the provisions of the Companies Act, 2013.

BOARD AND ITS COMMITTEES Board and Number of Meetings

Regular meetings of the Board are held to discuss and decide on various business policies, strategies and other businesses. Due to business exigencies, certain decisions are taken by Board through resolution passed by circulation from time to time.

The Board met eighteen (18) times during the FY 2022- 23 and the gap between the said meetings did not exceed the limit of 120 days, as prescribed under the relevant provisions of the Act, the relevant Rules made thereunder and the applicable SEBI Listing Regulations.

The schedule of the meetings of the Board is fixed on a yearly basis and circulated in advance to the members of the Board for their consideration and approval.

Detailed information on the meetings of the Board is included in the report on Corporate Governance, which forms part of this Report.

Committees of the Board

The Bank has eleven sub-committees of the Board and the same have been formed as part of the best corporate governance practices and/or in compliance with the requirements of the relevant provisions of applicable laws and regulatory prescriptions.

The details with respect to the compositions, powers, roles, terms of reference, etc., of the above Committees are given in detail in the Report on Corporate Governance which forms part of this Report.

AUDIT COMMITTEE

The Bank has constituted the Audit Committee of the Board is in terms of the extant guidelines of Reserve Bank of India (RBI), provisions of the Companies Act, 2013 and SEBI Listing Regulations.

The Committee discharges the functions laid down in the Companies Act, 2013 and those prescribed by the Reserve Bank of India and SEBI Listing Regulations. It also discharges the functions delegated by the Board of Directors from time to time. The Committee acts as an effective tier to the Board in the matters of inspection, audit and internal control system.

Board has accepted all the recommendations of the Audit Committee. The composition, role and functions of Committee, is provided in the Report on Corporate Governance, which forms part of this annual report.

ANNUAL EVALUATION OF PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013, the SEBI Listing Regulations and also in line with Board evaluation policy, Bank has put in place criteria for annual evaluation of performance of Chairperson, Managing Director & CEO, Executive Directors, Non-executive Directors, Independent Directors, Board Level Committees and the Board as a whole.

The performance of the members of the Board other than independent Directors and the Board as a whole has been evaluated separately at the meeting of the Independent Directors.

The performance of the independent Directors has been reviewed by the Board as provided for under Section 149(8) read with Schedule IV of the Companies Act, 2013.

The Statement indicating the manner in which formal annual evaluation of the Directors, Committees of the Board and the Board are given in detail in the report on Corporate Governance, which forms part of the Annual Report.

The Nomination and Remuneration Committee of the Board annually reviews and approves the criteria and the mechanism for carrying out the said exercise effectively.

The Board evaluation policy is displayed on the website of the Bank at: https://www.csb.co.in/pdf/Board-Evaluation-Policy-10052023.pdf

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Considering the nature of activities of the Bank, with respect to the provisions of Section 134(3)(m) of the Companies Act, 2013 relating to conservation of energy and technology adoption, the Bank is constantly pursuing and making all-out efforts to achieve the desired goals as contained in the Act.

Ensuring compliance of the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014, the relevant disclosures to be made are as under:

a) Conservation of Energy

All attempts are being made to reduce energy consumption to the maximum extent possible. As part of these measures, the Bank is installing LED lights and other energy saving equipments in a phased manner across.

b) Technology Absorption

The required technology absorption is being made considering the nature of activities undertaken by the Bank.

c) Foreign Exchange Earnings and Outgo

Foreign Exchange earnings and outgo are part of the normal banking business of the Bank. Being an Authorised Dealer in Foreign Exchange, the Bank has been taking all possible steps to augment export credit.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS

During the financial year 2022-23, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Banks operations in future.

MAINTENANCE OF COST RECORDS

Being a banking company the Bank is not required to make and maintain such accounts and cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

CEO & CFO CERTIFICATION

Pursuant to Regulation 17(8) of the SEBI Listing Regulations, the Certificate issued by Mr. Pralay Mondal, Managing

Director & CEO and Mr. B.K. Divakara, Chief Financial Officer of the Bank, for the financial year ended March 31, 2023, was placed before the Board at its meeting held on April 28, 2023.

INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Bank has formulated and adopted a Policy on Prevention of Sexual Harassment of Women at workplace.

The Bank has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The information relating to complaints received and redressed during the financial year 2022-23, is disclosed in the Report on Corporate Governance, which forms part of the Annual report.

STRICTURES AND PENALTIES

There are no instances of non-compliance by the Bank and no penalties or strictures have been imposed on the Bank by the Stock Exchange(s) and/or SEBI and/or any other statutory authorities on matters relating to capital market activities, during the last three years.

DISCLOSURE UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Being a banking company, the disclosures required as per Rule 8(5)(xi)&(xii) of the Companies (Accounts) Rules, 2014, on the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year and the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, are not applicable to the Bank.

However, being a banking company, during the period under review, your Bank was part of the Corporate Insolvency Resolution Process (CIRP) initiated against the two corporate debtors before NCLT for a total book value of 2.78 crore.

ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and sub- section (3) of Section 92 of the Companies Act, 2013, read with Rule 11 of the Companies (Management and Administration) Rules, 2014, as amended, the Annual Return (MGT-7) as on March 31, 2023, will be displayed on the website of the Bank at: https://csb.co.in/investor- relations > General meetings > Annual General Meeting – 2023.

ACKNOWLEDGEMENTS AND APPRECIATIONS

The Board of Directors is grateful to the Government of India, Reserve Bank of India, Securities and Exchange Board of India, Ministry of Corporate Affairs, Stock Exchanges, Insurance Regulatory and Development Authority of India, the domestic banking community, the Registrar and Share Transfer Agents, Depositories and rating agencies for their continued support and guidance. The Board of Directors would like to take this opportunity to express sincere thanks to its valued clients and customers for their continued patronage.

The Board also expresses its deep sense of appreciation and heartfelt thanks to every member of the CSB family for their strong work ethics, excellent performance, professionalism, teamwork, commitment and initiatives which has led the Bank towards reinforcing its customer centric image and making commendable progress in todays challenging environment. The Board looks forward to their continued, dedicated and sincere service to take the Bank to new heights.

Finally, the Board of Directors wish to record their deep sense of obligation and gratitude to all the Shareholders, well-wishers and all other stakeholders of the Bank for their patronage and look forward to continuing this mutually supportive and beneficial relationship in future as well.

	By Order of the Board
	Sd/-
	Bhama Krishnamurthy
Place: Thrissur	Chairperson
Date: June 22, 2023	(DIN: 02196839)