DCB Bank Ltd Management Discussions.

The Management Discussion and Analysis Report is included in the Directors Report and forms a part of Corporate Governance.

MEANS OF COMMUNICATION TO SHAREHOLDERS

Financial results and all materially important communications are promptly shared with the Stock Exchanges. Banks results are also published in newspapers pursuant to applicable regulatory provisions and hosted on its website at www.dcbbank.com. The quarterly and half yearly declaration of financial performance including summary of the significant events is not being sent to every shareholder as the Banks quarterly results are published in a national English daily newspaper (Business Standard), and a local Marathi daily newspaper (Loksatta/Pudhari) having a wide circulation in Mumbai. Also the same have been hosted on the website of the Bank. The Bank also makes presentations to Institutional Investors and/or to the analysts and/ or hosts the same on the website of the Bank and/or makes press releases from time to time. However, in view of various relaxations granted by SEBI on account of continuing problem of Covid-19, the information may be published only on websites of the Bank and Stock Exchanges.

INVESTOR HELPDESK

Share transfers, dividend payments, if any, and all other investor related activities are attended to and processed at the office of the Banks Registrars and Transfer Agents (RTAs).

For lodgement of any documents or for any grievances/ complaints, kindly contact the RTAs at the following address:

Registrars and Transfer Agents.

LINK INTIME INDIA PRIVATE LTD.,

CIN: U67190MH1999PTC118368

C-101, 247 Park, L. B. S. Marg, Vikhroli (West),

Mumbai -400083.

Tel No: +912249186000 (Board Line) 022-49186270

(Investor Helpdesk)

DCB Bank Limited

Fax: +91 22 49186060

E-mail id: rnt.helpdesk@linkintime.co.in

Website: www.linkintime.co.in

Counter Timing: 10 am to 4 pm

Monday to Friday (except National Holidays)

Shareholders/Investors can also send their queries through-mail to the Bank at investorgrievance@dcbbank. com. This designated e-mail ID has also been displayed on the Banks website: www.dcbbank.com under the section Investor Relations.

Details of Debenture Trustee:

IDBI Trusteeship Services Ltd.

Asian Building, Ground Floor,

17, R. Kamani Marg, Ballard Estate,

Mumbai 400 001.

Website: www.idbitrustee.com

Tel: +91 22 4080 7000

Fax: +91 22 6631 1776

Email: itsl@idbitrustee.com

Name of the Compliance Officer of the Bank

Ms. Rubi Chaturvedi - Company Secretary

Telephone: 020 6618 7013 • Fax: 022 66589970

Email id: rubi.chaturvedi@dcbbank.com

ADDRESS OF THE REGISTERED & CORPORATE OFFICE OF THE BANK:

DCB Bank Limited

601 & 602, Peninsula Business Park, Tower A, 6th floor,

Senapati Bapat Marg, Lower Parel,

Mumbai - 400 013.

Telephone: 022-66187000

Fax: 022-66589970

Date of Incorporation: May 31, 1995

Registration No.11-89008 of 1995

CIN: L99999MH1995PLC089008

Website: www.dcbbank.com

E-mail ID: investorgrievance@dcbbank.com

DCB BANK SHARE PRICE

The monthly high and low quotation of shares traded on the BSE Ltd. (BSE).

Month High Low Sensex (High)
Apr-20 10700 7765 33,88725
May-20 80.00 58.10 32,845.48
Jun-2 0 8 1.135 62.50 35,706.55
Jul-2 0 89.25 75.70 38,617.03
Aug-20 (317.-10 7735 40,010.17
Sep-2 0 94.70 77.75 39,359.51
Oct-2 0 83.30 74.35 41,048.05
Nov-2 0 108.40 78.00 44,825.37
Aec-2 0 124.95 100.35 47,896.97
Jan-21 126.50 99.35 50,184.01
Feb-21 122.30 100.30 52,516.76
Mar-21 119.65 99.70 51,821.84

The monthly high and low quotation of share traded on the National Stock Exchange (NSE).

Month High Low Nifty (High)
Apr-20 105.70 7720 9,889.05
May-20 79.00 58.00 9,598.85
Jun-20 88.75 62.75 10,553.15
Jul-2 0 813.3 0 75.70 11,341.40
Aug-20 97.-0 77.10 11,794.25
Sep-20 9-1.35 77.80 11,618.10
Oc5-20 82.90 74.30 12,025.45
No---20 105.30 78.00 13,145.85
Dec-20 -25.00 100.00 14,024.85
Jan-21 -1-6.50 99.05 14,753.55
Feb-21 122.35 100.00 15,431.75
Mar-21 119.70 99.80 15,336.30

Independent Auditor’s Report on compliance with the conditions of Corporate Governance as per provisions of Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

The Members of DCB Bank Limited

1. The Corporate Governance Report prepared by DCB Bank Limited (hereinafter the "Bank"), contains details as specified in regulations 17 to 27, clauses (b) to (i) of sub - regulation (2) of regulation 46 and para C, D, and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("the Listing Regulations") (Applicable criteria) for the year ended March 31, 2021. This report is required by the Bank for inclusion in the Annual Report 2020-21.

Management’s Responsibility

2. The preparation of the Corporate Governance Report is the responsibility of the Management of the Bank including the preparation and maintenance of all relevant supporting records and documents. This responsibility also includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the Corporate Governance Report.

3. The Management along with the Board of Directors are also responsible for ensuring that the Bank complies with the conditions of Corporate Governance as stipulated in the Listing Regulations, issued by the Securities and Exchange Board of India.

Auditor’s Responsibility

4. Pursuant to the requirements of the Listing Regulations, our responsibility is to provide a reasonable assurance in the form of an opinion whether, the "Bank" has complied with the conditions of Corporate Governance as specified in the Listing Regulations referred to in paragraph 1 above.

5. We conducted our examination of the Corporate Governance Report in accordance with the Guidance Note on Reports or Certificates for Special Purposes and the Guidance Note on Certification of Corporate Governance, both issued by the Institute of Chartered Accountants of India ("ICAI"). e Guidance Note on Reports or Certificates

for Special Purposes requires that we comply with the ethical requirements of the Code of Ethics issued by ICAI.

6. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.

7. The procedures selected depend on the auditors judgement, including the assessment of the risks associated in compliance of the Corporate Governance Report with the applicable criteria. Summary of procedures performed include:

a. Read and understood the information prepared by the Bank and included in its Corporate Governance Report;

b. Obtained and verified that the composition of the Board of Directors with respect to executive and non-executive directors has been met throughout the reporting period;

c. Obtained representation from Management and read the Register of Directors as on March 31, 2021 to verify that atleast one independent woman director was on the Board of Directors throughout the year;

d. Obtained and read the minutes of the following committee meetings / other meetings held from April 01, 2020 to March 31, 2021:

i. Board of Directors

ii. Audit Committee

iii. Annual General Meeting (AGM)

iv. Nomination and Remuneration Committee

v. Stakeholders Relationship Committee

vi. Risk Management Committee

e. Obtained necessary declarations from the directors of the Bank;

f. Obtained and read the policy adopted by the Bank for related party transactions, Vigil mechanism, whistleblower policy and risk management policy;

g. Obtained the schedule of related party transactions during the year and balances at the year- end. Obtained and read the minutes of the audit committee meeting where in such related party transactions have been preapproved by the audit committee; and

h. Performed inquiries and obtained representations from management on compliance with the Listing Regulations.

8. The above-mentioned procedures include examining evidence supporting the particulars in the Corporate Governance Report on a test basis. Further, our scope of work under this report did not involve us performing audit tests for the purposes of expressing an opinion on the fairness or accuracy of any of the financial information or the financial statements of the Bank taken as a whole.

Opinion

9. Based on the procedures performed by us, as referred in paragraph 7 above, and according to the information, explanations and representations given to us, we are of the opinion that the Bank has complied with the conditions of Corporate Governance as specified in the Listing Regulations, as applicable for the year ended March 31, 2021, referred to in paragraph 4 above.

Other matters and Restriction on Use

10. This report is neither an assurance as to the future viability of the Bank nor the efficiency or effectiveness with which the management has conducted the affairs of the Bank.

11. This report is addressed to the members of the Bank and provided to the Bank solely for the purpose of enabling it to comply with its obligations under the Listing Regulations with reference to compliance with the relevant regulations of Corporate Governance and should not be used by any other person or for any other purpose. Accordingly, we do not accept or assume any liability or any duty of care or for any other purpose or to any other party to whom it is shown or into whose hands it may come without our prior consent in writing. We have no responsibility to update this report for events and circumstances occurring after the date of this report.

For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004
per Sarvesh Warty
Partner
Place: Mumbai Membership Number: 121411
Date: July 09, 2021 UDIN: 21121411AAAAHG9706