DCB Bank Ltd Auditor Reports

To the Members of DCB Bank Limited

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of DCB Bank Limited (the "Bank"), which comprise the balance sheet as at
31 March 2026, and the profit and loss account and the cash flow statement for the year then ended, and notes to the financial
statements, including a summary of the significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial
statements give the information required by the Banking Regulation Act, 1949 as well as the Companies Act, 2013 (the "Act")
in the manner so required for banking companies and give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Bank as at 31 March 2026, and its profit and its cash flows for the
year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act.
Our responsibilities under those SAs are further described in the Auditors Responsibilities for the Audit of the financial
statements section of our report. We are independent of the Bank in accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial
statements under the provisions of the Act and the Rules thereunder, Banking Regulation Act, 1949 and applicable circulars,
directions and guidelines issued by the Reserve Bank of India (RBI) from time to time and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion on the financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial
statements of the current year. These matters were addressed in the context of our audit of the financial statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined
matters described below to be the key audit matters to be communicated in our report.

Description of Key audit matter

Key audit matter	How the matter was addressed in our audit
Identification and provisioning on non-performing advances (NPA)
Total Advances (Net of provisions) as at 31 March 2026: Rs. 60,021.76 crores Provision for NPAs as at 31 March 2026: Rs. 758.96 crores Refer Schedule 9 and Schedule 18(12.1) to the financial statements
Subjective estimate	We performed the following key audit procedures:
The Bank is required to comply with "RBI (Commercial Banks - Income Recognition, Asset Classification and Provisioning) Directions, 2025" (IRAC norms). IRAC norms prescribe the guidelines for identification and asset classification of non- performing advances (NPA) and the minimum provision required for such advances.	Design and operating effectiveness of controls
	- Understood Banks policy and procedures relating to identification of NPAs and provisioning, systems and controls implemented in this regard and its compliance with IRAC norms.
	- Tested the design, implementation and operating effectiveness of key internal financial controls over monitoring of overdue loans, identification of NPA accounts, collateral valuation, measurement of provision on the basis of IRAC norms as well as application of Banks judgment for establishing provisions beyond the minimum prescribed under IRAC norms. Our testing also included assessment of the reliability of information generated from the Banks IT systems such as overdue reports that were used by the Bank for the aforesaid controls.
As required under IRAC norms, the Bank has a Board approved policy for NPA identification and provisioning based on which the Bank recognises provisions for NPAs at or higher than the minimum rate prescribed under RBI guidelines.	- Tested key information technology-based controls operating in relation to the Banks NPA system, including system access, system change management and computer operations.
The Banks accounting policy also requires recognition on a prudent basis, provisions towards exposures that are not NPA as per IRAC norms but where the Bank, based on current circumstances and information, has reasons to believe that there is possible deterioration.	- Tested the Banks controls for identification of loans with indicators of stress or occurrence of event of default requiring such loans to be considered as NPAor requiring higher provision.
Since the identification of NPAs and provisioning for advances also involves, to some extent, management judgement and estimation including management estimate of higher provision over IRAC norms, with some manual intervention and its significance to the financial statements of the Bank, we have ascertained identification and provisioning of NPAs as a key audit matter.
	Substantive tests
	- Performed test of details over calculation of NPA provisions for assessing its completeness and accuracy based on relevant data and its compliance with the Banks NPA policy as well as IRAC norms.
	- For a sample of performing loans, independently assessed as to whether there was a need to classify such loans as NPA.
	- Tested the appropriateness of Banks rationale for establishing additional provisions over and above RBI norms and testing the adequacy of such provisions.
	- Assessed the appropriateness, accuracy and adequacy of related presentation and disclosures in accordance with the applicable accounting standards and requirements of RBI with respect to NPAs and restructured advances.
	- Referred to RBI Inspection report to assess impact of observations, if any, relating to asset classification and related provisions.
	- Tested remediated controls and/or performed alternative audit procedures, where necessary.
Information technology (IT) system and controls	In assessing the controls over the IT systems of the Bank, we involved ourtechnology specialists to obtain an understanding of the IT environment, IT infrastructure and IT systems.
The Banks key financial accounting and reporting processes are highly dependent on information systems including automated controls, resulting in a risk of gaps in the IT control environment which could result in the financial accounting and reporting records being misstated.	We evaluated and tested relevant IT general controls and IT application controls of the in-scope IT systems identified as relevant for our audit of the financial statements and financial reporting process of the Bank.
Adequate IT general controls and application controls are necessary for obtaining accurate, consistent and reliable information for financial reporting.	On such in-scope IT systems, we have tested key IT general controls with respect to the following domains:
We have identified IT systems and automated controls as a key audit matter because of the high level of automation, quantum of systems being used by the Bank and the relative complexity ofthe IT architecture.	- Program change management which includes controls designed for movement of program changes to the production environment as per defined procedures and restriction over developers and production personnel from accessing to change applications, the operating system or databases in the production environment.
	- User access management which includes controls for granting access rights, new user creation, removal of user rights, periodic access review, preventive controls designed to enforce segregation of duties, password management and granting of privilege access to authorized personnel.
	- IT operations, which includes controls for job scheduling, monitoring, backup and recovery.
	Our audit procedures with regards to aforesaid in-scope IT systems, included the following:
	- Tested the effectiveness of key IT general controls during the period covered by the audit.
	- Tested the effectiveness during the period covered by our audit of key IT application controls and other key aspects such as automated calculations, system interface/ reconciliation controls and system generated reports.
	- Wherever required, we tested compensating controls.

Information Other than the Financial Statements and Auditors Report Thereon

The Banks Management and Board of Directors are responsible for the other information. The other information comprises
the information included in the Banks annual report but does not include the financial statements and the Auditors Report
thereon. The Banks Annual report is expected to be made available to us after the date of this auditors report.

Our opinion on the financial statements does not cover the other information and we will not express any form of assurance
conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above
when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the annual report, if we conclude that there is a material misstatement therein, we are required to communicate
the matterto those charged with governance and take necessary actions, as applicable underthe relevant laws and regulations.

Managements and Board of Directors Responsibilities for the Financial Statements

The Banks Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with
respect to the preparation of these financial statements that give a true and fair view of the state of affairs, profit/loss and
cash flows of the Bank in accordance with the accounting principles generally accepted in India, including the Accounting
Standards specified under Section 133 oftheAct, provisions of Section 29 ofthe Banking Regulation Act, 1949 and applicable
circulars, directions and guidelines issued by the RBI from time to time. This responsibility also includes maintenance of
adequate accounting records in accordance with the provisions ofthe Act, Banking Regulation Act, 1949 and applicable
circulars, directions and guidelines issued by the RBI, for safeguarding of the assets of the Bank and for preventing and
detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial
controls that were operating effectively for ensuring the accuracy and completeness ofthe accounting records, relevant to the
preparation and presentation ofthe financial statements that give a true and fair view and are free from material misstatement,
whether due to fraud or error.

In preparing the financial statements, Banks Management and Board of Directors are responsible for assessing the Banks
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless the Board of Directors either intends to liquidate the Bank or to cease operations, or has no realistic
alternative but to do so.

The Board of Directors is also responsible for overseeing the Banks financial reporting process.

Auditors Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of
these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:

- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design
and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than
for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.

- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether
the Bank has adequate internal financial controls with reference to financial statements in place and the operating
effectiveness of such controls.

- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by Management and the Board of Directors.

- Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting
in preparation of financial statements and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Banks ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related
disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may
cause the Bank to cease to continue as a going concern.

- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether
the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe
these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements

1. In our opinion, the balance sheet and the profit and loss account have been drawn up in accordance with the provisions
of Section 29 of the Banking Regulation Act, 1949 and Section 133 of the Act.

2. As required by sub-section (3) of Section 30 of the Banking Regulation Act, 1949, we report that:

(a) we have obtained all the information and explanations which, to the best of our knowledge and belief, were
necessary for the purpose of our audit and have found them to be satisfactory;

(b) the transactions of the Bank, which have come to our notice, have been within the powers of the Bank;

(c) during the course of audit, we have visited 26 branches to examine the records maintained at the branches and
perform relevant audit procedures. Since the key operations of the Bank are automated with the key applications

integrated to the core banking systems, the audit is carried out centrally as all the necessary records and data
required for the purposes of our audit are made available therein. Hence, no returns are being called from the
branch offices of the Bank; and

(d) the profit and loss account for the year ended 31 March 2026 shows a true balance of profits for the period covered
by such accounts.

3. (A) As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Bank so far as it appears
from our examination of those books;

c) Reporting on the accounts of any branch office of the Bank is not applicable due to centralized banking system.
Kindly refer our comments in paragraph 2(c) above;

d) The balance sheet, the profit and loss account, and the cash flow statement dealt with by this Report are in
agreement with the books of account;

e) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under
Section 133 of the Act, to the extent they are not inconsistent with the applicable circulars, guidelines and
directions prescribed by the RBI;

f) On the basis of the written representations received from the directors as on 31 March 2026, 1 April 2026 and
13 April 2026 taken on record by the Board of Directors, none of the directors are disqualified as on 31 March
2026 from being appointed as a director in terms of Section 164(2) of the Act; and

g) With respect to the adequacy of the internal financial controls with reference to financial statements of the
Bank and the operating effectiveness of such controls, refer to our separate Report in "Annexure A".

(B) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations
given to us:

a) The Bank has disclosed the impact of pending litigations as at 31 March 2026 on its financial position in its
financial statements-refer schedule 18(16) to the financial statements.

b) The Bank has made provision, as required under the applicable law or accounting standards, for material
foreseeable losses, if any, on long-term contracts including derivative contracts-refer schedule 18(12.1) and
schedule 18(17) to the financial statements.

c) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and
Protection Fund by the Bank.

d) (i) The Management has represented that, to the best of its knowledge and belief, other than as disclosed in

schedule 18(13.6) to the financial statements, no funds have been advanced or loaned or invested (either
from borrowed funds or share premium or any other sources or kind of funds) by the Bank to or in any
other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether
recorded in writing or otherwise, that the Intermediary shall:

- directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the Bank ("Ultimate Beneficiaries"); or

- provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(ii) The Management has represented that, to the best of its knowledge and belief, other than as disclosed
in the schedule 18(13.6) to the financial statements, no funds have been received by the Bank from any
person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether
recorded in writing or otherwise, that the Bank shall:

- directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the Funding Party ("Ultimate Beneficiaries"); or

- provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(iii) Based on the audit procedures, that have been considered reasonable and appropriate in the
circumstances, performed by us, nothing has come to our notice that has caused us to believe that
the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (i) and (ii) above,
contain any material misstatement.

e) The final dividend paid by the Bank during the year, in respect of the same declared for the previous year, is in
accordance with section 123 of the Act to the extent it applies to payment of dividend.

f) As stated in schedule 18(13.5) to the financial statements, the Board of Directors of the Bank have proposed
final dividend for the year which is subject to the approval of the members at the ensuing Annual General
Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration
of dividend.

g) Based on our examination which included test checks, the Bank has used accounting software for maintaining
its books of account which, along with access management tools, have a feature of recording audit trail (edit log)
facility and the same has operated throughout the year for all relevant transactions recorded in the software.
Further, during the course of our audit, we did not come across any instance of audit trail feature being
tampered with. Additionally, the audit trail has been preserved by the Bank as per the statutory requirements
for record retention.

(C) With respect to the matter to be included in the Auditors Report under Section 197(16) of the Act:

The Bank is a banking company as defined underthe Banking Regulation Act, 1949. Accordingly, the requirements
prescribed under Section 197 of the Act are not applicable.

For B S R & Co. LLP For Varma & Varma

Chartered Accountants Chartered Accountants

Firm Registration no.: 101248W/W-100022 Firm Registration no.: 004532S

Ashwin Suvarna K P Srinivas

Partner Partner

Membership No.: 109503 Membership No.: 208520

UDIN: 26109503LAWHKS3333 UDIN: 26208520EMJZAO4689

Place: Mumbai Place: Mumbai

Date: 24 April 2026 Date: 24 April 2026

Annexure A to the Independent Auditors Report on the financial statements of DCB
Bank Limited for the year ended 31 March 2026

Report on the internal financial controls with reference to the aforesaid financial statements under Clause (i) of
Sub-section 3 of Section 143 of the Act

(Referred to in paragraph (3)(A)(g) under Report on Other Legal and Regulatory Requirements section of our report
of even date)

Opinion

We have audited the internal financial controls with reference to financial statements of DCB Bank Limited (the Bank) as of
31 March 2026 in conjunction with our audit of the financial statements of the Bank for the year ended on that date.

In our opinion, the Bank has, in all material respects, adequate internal financial controls with reference to financial statements
and such internal financial controls were operating effectively as at 31 March 2026, based on the internal financial controls
with reference to financial statements criteria established by the Bank considering the essential components of internal
control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of
Chartered Accountants of India (the Guidance Note).

Managements and Board of Directors Responsibilities for Internal Financial Controls

The Banks Management and the Board of Directors are responsible for establishing and maintaining internal financial controls
based on the internal financial controls with reference to financial statements criteria established by the Bank considering the
essential components of internal control stated in the Guidance Note. These responsibilities include the design, implementation
and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient
conduct of its business, including adherence to Banks policies, the safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial
information, as required under the Act.

Auditors Responsibility

Our responsibility is to express an opinion on the Banks internal financial controls with reference to financial statements
based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed
under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to financial
statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform
the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial
statements were established and maintained and whether such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with
reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to
financial statements included obtaining an understanding of internal financial controls with reference to financial statements,
assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk.

The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement
of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on
the Banks internal financial controls with reference to financial statements.

Meaning of Internal Financial Controls with Reference to Financial Statements

The Banks internal financial controls with reference to financial statements is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. The Banks internal financial controls with reference to financial
statements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets ofthe Bank; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures ofthe Bank are being made only in accordance with authorisations
of management and directors ofthe Bank; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorised acquisition, use, or disposition ofthe Banks assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with Reference to Financial Statements

Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility
of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be
detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future
periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

For B S R & Co. LLP For Varma & Varma

Chartered Accountants Chartered Accountants

Firm Registration no.: 101248W/W-100022 Firm Registration no.: 004532S

Ashwin Suvarna K P Srinivas

Partner Partner

Membership No.: 109503 Membership No.: 208520

UDIN: 26109503LAWHKS3333 UDIN: 26208520EMJZAO4689

Place: Mumbai Place: Mumbai

Date: 24 April 2026 Date: 24 April 2026