DCB Bank Ltd Directors Report

Dear Shareholders,

Your Directors are pleased to present
the 31^s* Annual Report of DCB Bank
Limited (also referred to as DCB
Bank, The Bank, or Your Bank)
together with the audited accounts
for the financial year ended March
31,2026.

Despite a challenging macro-
economic environment marked by
tightening of liquidity and credit
quality pressures in certain segments
such as microfinance, the Bank
remained on a steady growth
trajectory. During the year, total
deposits grew by 20.9%, while credit
costs were maintained at 0.40% of
total average assets. The year also

marked several important milestones
for your Bank, including the
achievement of an annual operating
profit ofRs.1,296 Crores.

Your Bank is equipped with state-
of-the-art technology solutions to
enhance customer service. Over the
last few years, it has upgraded its
core banking systems, technology
infrastructure, storage solutions, and
information security infrastructure,
among others. These investments
have strengthened capabilities and
capacity to leverage technology for
future growth.

The Bank is also actively engaged
with several partners in leading the

way to integrate generative artificial EBBBBBffl

intelligence (Gen Al) into banking

products and services. In addition,

it has established a technology

innovation center in Bengaluru

to facilitate and incubate new

technology ideas and initiatives

and support fintech companies in

emerging banking technologies.

A culture built on mutual trust, MBMHH

confidence, fairness and equal
opportunities remains central
to your Banks DNA. The Bank wBBSBm

has been consistently winning MbMBHH

pole positions in Great Place to wBBSBm

Work annual awards in various wBBSBm

categories. MBMHH

Qjl FINANCIAL HIGHLIGHTS AND STATE OF THE BANKS AFFAIRS

The financial performance for FY 2025-26 is summarized below:
A. Growth

Rs. in Crores (Rounded off)	FY
Total Deposits	72,583 B
Advances	60,022 B
Investments	20,378 B	3
Total Business (Deposits + Advances)	1,32,605 B

During FY 2025-26, your Bank demonstrated consistent and sustainable growth, with advances increasing by 17.6%,
total deposits by 20.9% and total business by 19.4%.

B. Profitability

FY 2024-25	% Change
6,471	14.4%
(4,364)	(13.4%)
2,107	16.6%
750	13.9%
2,857	15.9%
(1,820)	(10.8%)
1,037	25.0%
(208)	(53.0%)
829	17.9%
615	18.9%

Your Bank achieved an Operating
Profit of Rs.1,296 Crores during
the year, recording a growth of
25% compared to FY 2024-25.

Net Interest Income also grew by
16.6%, despite several macro-
economic factors leading to margin
compression. Your Bank managed
to soften the impact of such
margin compression by achieving

a growth of 13.9% in Non-Interest
Income, driven largely by third-
party distribution income and
regular banking service fees. Some
components of non-interest income
were also derived from favorable
capital market and enhanced yield in
government securities. Meanwhile,
Operating Costs and Credit Costs
remained largely range-bound and were managed effectively through
proactive and timely interventions.
For FY 2025-26, the Net Interest
Margin (NIM) stood at 3.28%, while
Cost to Income Ratio was 60.87%.
The Return on Assets (RoA) ratio
was 0.91%, with a corresponding
Return on Equity (RoE) Ratio of
12.77%.

C. Asset Quality

Percentage	FY 2025-26	FY 2024-25	Basis Points Change j
	2.45%	2.99%
	0.89%	1.12%
	0.40%	0.30%

Your Bank maintains a large
proportion of secured granular
loans across MSME and self-
employed customer segments.
The Bank follows a conservative
approach in credit risk-taking
and has systematically
prioritized products with lower
credit losses. In FY 2025-26,
the Bank reported credit costs
of 0.40% of total average assets

despite significant headwinds
in microfinance and unsecured
retail lending segments. Your
Bank managed to lower the
impact of these headwinds
owing to its limited exposures to
such segments.

Provisions Other Than Tax
increased to Rs.318.78 Crores
in FY 2025-26 from Rs.208.39
Crores in FY 2024-25. The Bank

continues to follow conservative
provisioning for Non-Performing
Assets (NPA), while also
maintaining periodic floating
provision and provision against
standard assets. For FY 2025-
26, the Gross NPAs ratio stood
at 2.45%, while the Net NPA
Ratio was 0.89%. The overall
Provision Coverage Ratio stood
at 78.42%.

D. Capital

Your Bank remained well
capitalized, with a capital
adequacy ratio of 16.55% as of
March 31, 2026. Pursuant to the
approval accorded by the RBI
to Aga Khan Fund for Economic
Development S.A (AKFED),
the promoters of the Bank for
acquisition of 60,58,394 equity
shares of the Bank, the Board of

Directors of the Bank approved
the allotment of 60,58,394
equity shares of face value of
Rs. 10/- each, on a preferential
basis, to AKFED on October
10, 2025 at an issue price of
Rs. 137/- per equity share (including
a premium of Rs. 127/- per equity
Share), for a total consideration
ofRs. 82,99,99,978 in accordance

with applicable laws and
regulations. For FY 2025-26,
the Bank grew its advances by
17.6% while only consuming
4 basis points of Tier 1 capital.
Risk-weighted assets stood at
49.09% of total assets on March
31, 2026, compared to 49.43%
in FY 2024-25, demonstrating
efficient use of capital.

? CREDIT RATING
During FY 2025-26, CRISIL Ratings Limited reaffirmed the Banks Tier II Bonds rating as CRISIL AA-/Stable and the Certificates of Deposit	Program and Short-term Fixed Deposit Program ratings as CRISIL A1+. CARE Ratings Limited also reaffirmed the Banks Tier II Bonds	rating as CARE AA- / Stable and its Certificates of Deposit Program and Short-term Fixed Deposit Program as CARE A1+.
DIVIDEND
Your Board is pleased to recommend an enhanced dividend of Rs.1.45 per	equity share of Rs.10.00 each for the financial year ended March 31, 2026,	compared with Rs.1.35 per equity share of Rs.10.00 each for the previous financial year.

Aga Khan Fund for Economic
Development (AKFED), the
Promoter of the Bank, had
expressed its intention to invest
up to USD 10 Million through
subscription to additional equity
shares of the Bank, in compliance
with applicable laws and regulations.
The proposed investment was
aimed at strengthening the Banks
capital position and supporting its
growth plans.

Accordingly, the Board of Directors,
at its meeting held on December 08,

2023, and the Members of the Bank
through Postal Ballot on January 09,

2024, approved the issuance and
allotment of up to 60,58,394 equity
shares of face value Rs.10 each to

AKFED at an issue price ofRs.137 per
equity share, including a premium of
Rs.127 per equity share, aggregating
up to Rs.83 Crores, through preferential
allotment on a private placement
basis, subject to regulatory approvals
including RBI approval.

AKFED submitted an application
to RBI on January 22, 2024,
seeking approval for the proposed
acquisition. The RBI, vide its letter
dated September 29, 2025, accorded
approval for acquisition of 60,58,394
equity shares of the Bank by AKFED.
Subsequently, the Board of Directors,
at its meeting held on October 10,
2025, approved the allotment of
60,58,394 equity shares of face
value Rs.10 each to AKFED at an issue

price of Rs.137 per equity share,
aggregating to 82,99,99,978, in
accordance with applicable laws
and regulations. All regulatory
compliances were completed
within the stipulated timelines.

The preferential allotment was
undertaken in accordance with
the provisions of the SEBI ICDR
Regulations and other applicable
regulatory requirements. Pursuant
to Regulation 32 of the SEBI
Listing Regulations read with
applicable SEBI Circulars, the
Bank confirms that the proceeds
from the preferential issue were
fully utilized and there was no
deviation or variation from the
objects approved by the Members.

During the Financial Year 2025-26, Thirteen (13) meetings of the Board were held. The details of Board meetings held during
the year, attendance of Directors at the meetings and constitution of various Committees of the Board are included separately
in the Corporate Governance Report.

The Bank had fourteen (14) Directors
on the Board as on March 31, 2026.
which inlcudes Nine (9) Independent
Directors, three (3) Non-Executive
(Non-Independent) Directors and
two (2) Executive Directors. During
the year under review, Mr. Iqbal
Khan ceased to be a Non-Executive
(Non-Independent) Director of the
Bank with effect from the close of
business hours on July 14, 2025,
upon completion of his tenure of
eight (8) years as per the extant
regulatory norms. Further, Mr. Farokh
N. Subedar ceased to be the Part
Time Non-Executive Chairperson
and Independent Director of the
Bank with effect from close of
business hours on October 14, 2025,
upon completion of his term as an
Independent Director.

Further Ms. Lakshmy
Chandrasekaran ceased to be an
Independent Director of the Bank
with effect from close of business
hours on April 13, 2026, upon
completion of her tenure as an
Independent Director.

During the FY 2025-26, the Bank has
appointed Ms. Neeta Sudhir Rege
and Mr. Suhail Nathani as Non-
Executive (Independent) Directors of
the Bank, with effect from February
18, 2026 for a period of three (3)
years. Further, Mr. Shaffiq Dharamshi
was appointed as a Non-Executive
(Non-Independent) Director of the
Bank, liable to retire by rotation, with
effect from February 18, 2026. The
Shareholders of the Bank on
May 07, 2026 by way of postal
ballot have approved the said
appointments.

The Board of Directors of the Bank
had also appointed Mr. Pushan
Mahapatra as a Non-Executive
(Independent) Director of the Bank
for a period of three (3) years with
effect from March 10, 2026 and
his appointment was approved by
the Shareholders on May 07, 2026
through postal ballot. The Board
of Directors of the Bank had also
recommended the candidature of
Mr. Pushan Mahapatra for the
position of the Part Time Non-
Executive Chairperson of the Bank
and accordingly the Bank had made
an application to the RBI for its
approval in this regard.

Further, Mr. Shaffiq Dharamshi, on
May 08, 2026 has resigned from the
position of Non-Executive (Non-
Independent Director) of the Bank with
effect from close of business hours
on May 08, 2026, due to his other
professional and time commitments.
The Board of Directors of the Bank
at its meeting held on February
17, 2026, has approved the re-
appointment of Mr. Krishnan Sridhar
Seshadri as the Whole Time Director
(Executive Director) of the Bank for
a period of One (1) year with effect
from June 13, 2026 to June 12, 2027
(both days inclusive), subject to the
approval of the RBI and subsequent
Shareholders approval. Pursuant
to the application made by the Bank
in this regard, the RBI vide its letter
no. CO. DOR. HGG. NO. S1681/29-
03-001/2026-2027 dated May 25,
2026, has conveyed its approval for
the said reappointment. The proposal
in this regard is also recommended
to the Shareholders of the Bank

for their approval at the ensuing
AGM. A brief resume relating to his
re-appointment, are furnished in the
notice of the 31^st AGM.

Mr. Nadir Bhalwani, who retires by
rotation and being eligible, offers
himself for re-appointment and is
recommended for re-appointment as
a Non-Executive (Non-Independent)
Director of the Bank at the ensuing
AGM. A brief resume relating to his
re-appointment, are furnished in the
notice of the 31^st AGM and Corporate
Governance Report, based on the
disclosures provided by him.

All the Directors of the Bank have
confirmed that they satisfy the fit and
proper criteria as prescribed under
the applicable regulations and that
they are not disqualified from being
appointed as Directors in terms of
Section 164 of the Companies Act,
2013 and rules made thereunder.

All the above mentioned Directors
being appointed/ reappointed
posses the required integrity, skills,
expertise, and experience. In the
opinion of the Board,
the Independent Directors fulfill
the criteria of independence as
prescribed under the applicable
laws and possess requisite
integrity, qualifications, proficiency,
experience, expertise and are
independent of the Management.
None of the Directors of the Bank are
related to each per se.

The Certificate dated June
05, 2026 issued by M/s. S. N
Ananthasubramanian & Co.,
Practicing Company Secretaries in
this regard is attached to and forming
part of this report.

l?lSENIOFANAGEMEERSONNEMSMP\N[n<EANAGERIAERSONNEMKMPJ

As on March 31,2026, there were
nineteen (19) Senior Management
Personnel (SMP) of the Bank, as
identified and approved by the Board.
Mr. Praveen Achuthan Kutty -
Managing Director & CEO,

Mr. Krishnan Sridhar Seshadri -
Whole Time Director,

Mr. Ravi Kumar - Chief Financial
Officer and

Ms. Rubi Chaturvedi - Company
Secretary are Key Managerial
Personnel (KMP) of the Bank, who
also forms part of SMP of the Bank.

Mr. Praveen Achuthan Kutty
(Managing Director & CEO) and
Mr. Krishnan Sridhar Seshadri
(Whole Time Director) by virtue of
their respective designations are
also Material Risk Taker (MRT) in
accordance with the Compensation
Policy of the Bank & relevant RBI
guidelines.

During the year under review,

Ms. Anuradha T.P had tendered
her resignation from the services
of the Bank to pursue a full-time
professional education course

outside India and ceased to be the
Chief Internal Auditor (CIA) and
Senior Management Personnel of
the Bank with effect from close of
business hours on September 16,
2025.

Further, Mr. Krishna Ramasankaran
was appointed as the CIA of the
Bank with effect from opening of the
business hours on September 17,
2025, fora period of three (3) years.
He also forms part of SMP of the
Bank.

List of Senior Management Personnel (SMP) of the Bank as of March 31, 2026

Particular	Designation
Mr. Abhijit Bose	Chief Credit Officer
Mr. Ajay Mathur	Head Collections & Commercial Vehicles
Mr. Ajit Singh	Head Treasury, FIG & Chief Investor Relationship Officer
Ms. Ashu Sawhney	Head Human Resources
Mr. Damodar Agarwal	Head Strategic Initiatives & Alternate Channels
Mr. Gaurav Mehta	Head Marketing, Public Relations (PR), Corporate Communications & CSR
Mr. Jayaram Vishwanath	Head Corporate Banking, Construction Finance and SME
Mr. Kamala Kant Pandey	Head Gold Loans & Trade Finance
Mr. Krishna Ramasankaran	Chief Internal Auditor
Mr. Krishnan Sridhar Seshadri	Whole Time Director
Mr. Mahesh Kutty	Chief Risk Officer
Mr. Manoj Joshi	Chief Compliance Officer
Ms. Meghana Rao	Chief Operating Officer - Branch, Trade & Treasury Operations
Mr. Murali Mohan Rao Manduva	Chief Technology Officer
Mr. Narendranath Mishra	Head Retail &Agri Loans
Mr. Pankaj Sood	Head Branch Banking
Mr. Praveen Achuthan Kutty	Managing Director & CEO
Mr. Ravi Kumar	Chief Financial Officer
Ms. Rubi Chaturvedi	Company Secretary

A STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEENW S
MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND
INDIVIDUAL DIRECTORS j jj

The performance evaluation of the
Board, Committees of the Board
and the individual members of the
Board (including the Chairperson)
for FY 2025-26, was carried out
internally pursuant to the framework
laid down by the Nomination and
Remuneration Committee ("NRC").

A questionnaire for the evaluation
of the Board, its Committees and
the individual members of the Board
(including the Chairperson), covering
various aspects of the performance
of the Board and its Committees,
including composition, roles and
responsibilities, Board processes,
Boardroom culture, adherence to
Code of Conduct and Ethics, quality
and flow of information, as well as
measurement of performance in
the areas of strength as identified
in the previous board evaluation,
was sent out to the Directors.

The Committees were evaluated
inter-alia on parameters such as
composition, terms of reference,
quality of discussions, contribution to
Board decisions, etc. The responses
received to the questionnaires on
evaluation of the Board and its
Committees and Non-Independent
Directors were then placed before
the meeting of the Independent
Directors for consideration. The
assessment of performance of Non-
Independent Directors on personal
and professional attributes was
also carried out at the meeting of
Independent Directors.

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

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

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

www. dcb.bank.in/about-us/i nvesto r-
relations (Website -> About Us ->
Investor relations -> Corporate
Governance -> Familiarisation
Programme)

Declaration by Independent
Directors

The Bank has received necessary
declaration from each Independent
Director that he/ she meets the

criteria of independence laid down
in Section 149(6), Regulation 16(1)
(b) of the SEBI Listing Regulations
and continue to comply with the
Code of Conduct laid down under
Schedule IV of the Act. Based on
the declaration of independence
provided by all the Independent
Directors of the Bank, the Board is of
the opinion that all the Independent
Directors fulfill the conditions of
independence and are qualified
to be classified as Independent
Directors under the Companies Act,
2013 and SEBI Listing Regulations
and that they are independent of the
Management.

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

STATUTORY AUDITORS

Pursuant to the relevant Reserve
Bank of India guidelines/directions/
circular with respect to the
Appointment of Statutory Central
Auditors (SCAs)/ Statutory Auditors
(SAs) Members of the Bank at the
28^th AGM held on June 22, 2023
had approved the appointment of
M/s. B S R & Co LLP, Chartered
Accountants (Registration No.
101248W/W100022) as one of the
Joint Statutory Auditors of the Bank
for the period commencing from the
conclusion of the 28^th AGM until the
conclusion of the 31^st AGM of the
Bank for a continuous period of three
(3) years (from FY 2023-24 to
FY 2025-26) subject to the RBI
approval on an annual basis and the
firm satisfying the eligibility norms in
each year in this regard.

Further, the Members of the Bank at
the 29^th AGM held on June 12, 2024
had approved the appointment of
M/s. Varma & Varma, Chartered
Accountants (Registration No.
004532S) as Joint Statutory Auditors
of the Bank, for a period commencing
from the conclusion of the 29^th AGM
until the conclusion of the 32^nd AGM
of the Bank for a continuous period
of three (3) years (from FY 2024-25
to FY 2026-27) subject to the RBI
approval for each year and the firm
satisfying the eligibility norms in each
year in this regard.

M/s. B S R & Co LLP, Chartered
Accountants (Registration No.

101248W/W100022), who were
appointed as Joint Statutory Auditors
of the Bank at the 28^th AGM held on
June 22, 2023 for three years, will
be completing their term as a Joint
Statutory Auditors after conclusion
of the 31^st Annual General Meeting
of the Bank. Further, M/s. Varma
& Varma, Chartered Accountants
(Registration No. 004532S), will be
continuing as Joint Statutory Auditors,
for their 3^rd financial year, i.e. for
FY 2026-27, who were appointed as
Joint Statutory Auditors of the Bank,
at the 29^th AGM of the Bank held on
June 12, 2024. As the term of M/s. B

5 R & Co LLP, Chartered Accountants
was till the FY 2025-26, the Board

of Directors of the Bank vide its
Resolution dated April 13, 2026 had
recommended M/s Deloitte Haskins

6 Sells, Chartered Accountants
(FRN:117365W), as the first preferred
firm to the RBI for appointment as
Joint Statutory Auditors of the Bank,
for a period commencing from the
conclusion of this 31^st Annual General
Meeting until the conclusion of the
34^th Annual General Meeting of the
Bank for a continuous period of three
(3) years (from FY 2026-27 to FY
2028-29) subject to the RBI approval
for each year and firm satisfying the
eligibility norms each year in this

regard. Also, the Board of Directors
of the Bank had recommended
for approval of the RBI, the
reappointment of M/s. Varma &
Varma, Chartered Accountants
(Registration No. 004532S) for their
third and final year for FY 2026-27.
The RBI has vide, its letter
Ref CO.DOS.RPD.No.

S915/08.37.005/2026-27 dated
May 07, 2026 has approved the
reappointment of M/s. Varma &
Varma, Chartered Accountants
(Registration No. 004532S) and
appointment of M/s Deloitte Haskins
& Sells, Chartered Accountants
(FRN:117365W), as the Joint
Statutory Auditors of the Bank for the
FY 2026-27, being their third year
and first year respectively.

During FY 2025-26, total fees
of Rs.2.48 Crores was paid on an
aggregate basis to the Joint Statutory
Auditors for all the services provided
by them to the Bank. The same was
approved by the Shareholders of
the Bank in its thirtieth (30^th) Annual
General Meeting held on August 06,
2025.

There are no qualifications,
reservations, adverse remarks or
disclaimers made in the statutory
auditors report which forms part of
this Annual Report.

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

There are no companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during
the FY 2025-26.

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

During the FY 2025-26, no instances
of fraud committed in the Bank
by its officers or employees were

reported by the Statutory Auditors
and Secretarial Auditor under Section
143(12) of the Act, to the Audit

Committee or the Board of Directors
ofthe Bank.

DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal
financial controls and compliance
systems established and maintained
by the Bank, the work performed by
the Internal, Statutory and Secretarial
Auditors and the reviews performed
by the Management and the relevant
Board Committees, including the
Audit Committee ofthe Board, the
Board is of the opinion that the
Banks internal financial controls
were adequate and effective during
the year ended March 31, 2026.
Accordingly, pursuant to Section
134(5) ofthe Companies Act,

2013, based on the above and the
representation received from the
Management, the Board of Directors,
to the best of their knowledge and
ability confirms that-

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

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

c. proper and sufficient care has
been taken for maintenance of
adequate accounting records
as provided in the Companies

Act, 2013, for safeguarding
the assets ofthe Bank and for
preventing and detecting frauds
and other irregularities;

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

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

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

? lies] ANNUAL RETURN

A copy ofthe Annual Return as
of March 31,2026 pursuant to
sub-section (3) of Section 92 of
the Companies Act, 2013 read
with Rule 11(1) ofthe Companies
(Management and Administration)

Rules, 2014 and forming part of
this Report is placed on the website
ofthe Bank as per provisions of
Section134(3)(a) ofthe Companies
Act, 2013 and is available at the
following link:

www. deb. bank, in/about-us/investor-
relations (Website About Us
Investor relations Financial
Reporting & Other Information ->
Annual reports -> Annual Return)

pacursoansuaraenve™ebhan!™

Pursuant to Section 186(11) ofthe
Companies Act, 2013, the provisions
of Section 186 ofthe Companies
Act, 2013, except sub-section (1), do

not apply to a loan made, guarantee
given or security provided by a
banking company in the ordinary
course of business. The particulars

of investments made by the Bank
are disclosed in Schedule 8 ofthe
financial statements as per the
applicable provisions ofthe Banking
Reaulation Act. 1949.

? S=l PARTICULARS OF CONTRACTS ORARRANGEMENTS WITH RELATED PARTIES

During FY 2025-26, all the
transactions with related parties were
in the ordinary course of business

and on arms length basis and
there were no material contracts
or arrangement or transactions with

related parties and thus disclosure in
Form no. AOC-2 is not applicable in
terms of section 188(1) ofthe Act.

<3

POLICY ON RELATED PARTY TRANSACTIONS OF THE BANK

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

www.dcb.bank.in/about-us/investor-
relations (Website -> About Us ->
Investor relations -> Corporate

Governance -> Code and Policies)

BUSINESS RESPONSIBILITYAND SUSTAINABILITY REPORT (BRSR)

In terms of Regulation 34(2)(f) of
the SEBI Listing Regulations, the
Banks Business Responsibility and
Sustainability Report describing
the initiatives taken by the Bank

from an environmental, social and
governance perspective forms part
of this Report and has been hosted
on the website of the Bank at the
following Link: www.dcb.bank.in/

about-us/investor-relations (Website
-> About Us -> Investor relations
-> Financial Reporting & Other
Information -> Annual reports ->
BRSR)

? pfS CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE

iSnT* OF A DIRECTOR I

- The Board shall have minimum
6 and maximum 15 Directors,
unless otherwise approved.

No person of age less than

21 years shall be appointed
as a Director on the Board.

- The Bank shall have such
person on the Board who
complies with the requirements
of the Companies Act, 2013, the
Banking Regulation Act, 1949
("BR Act"), Provisions of the
SEBI Listing Regulations, the
Fit & Proper criteria prescribed
by the Reserve Bank of India

(RBI) and other applicable
Directions/ Guidelines issued
by the RBI, Memorandum of
Association and Articles of
Association of the Bank and all
other statutory provisions and
guidelines as may be applicable
from time to time.

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

- Majority of the Directors as
required under BR Act shall

have specialised knowledge/
experience in the areas like
Agriculture, Banking, Small
Scale Industry, Legal, Risk
Management, Economy,
Accountancy and Audit, Finance
etc.

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

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

)* POLICY RELATING TO THE REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL
0 AND OTHER EMPLOYEES I

- Managing Director & CEO,
Whole Time Directors, Company
Secretary & Compliance Officer
and Chief Financial Officer
shall be the Key Managerial
Personnel (KMPs) of the Bank.

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

as may be approved by the

Board from time to time within
the regulatory framework and
reimbursement of expenses for
attending meetings of the Board
and its Committees or any
other reimbursement of actual
business-related expenses.

- Independent Directors are not
entitled for Employee Stock
Options.

- Policy for Appointment/
Reappointment of Non-
Executive Directors including
Part-Time Chairperson and
their Remuneration is available
at: www.dcb.bank.in/about-us/
investor-relations (Website ->
About Us -> Investor relations
-> Corporate Governance ->
Code and Policies)

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

www. deb. bank, in/about-us/
investor-relations (Website ->
About Us -> Investor relations
-> Corporate Governance ->
Code and Policies)

- Remuneration of all employees
including Senior Management
and KMPs is decided as per
the Compensation Policy of the
Bank. The details are given on
website at the following Link:
www. deb. bank, in/about-us/
investor-relations (Website ->
About Us -> Investor relations
-> Corporate Governance ->
Code and Policies)

? jpPARTICULARS OF EMPLOYEES

The Bank had 11374 employees as
on March 31, 2026. 17 employees
were employed throughout the year
who were in receipt of remuneration
at the rate of not less than Rs.1.02
Crores per annum. The details of
top 10 employees and the name of
every employee, who were employed
throughout or part of the year and

were in receipt of remuneration at
the rate of not less than Rs.1.02 Crores
per annum in terms of remuneration
drawn pursuant to provisions of
Section 197(12) of the Companies
Act, 2013 read with Rule 5 (2) and
5(3) of the Companies (Appointment
and Remuneration of Managerial
Personnel) Rules, 2014 are

appended separately in an Annexure
and forms part of this Report.

The Report and Accounts are being
sent to the Members excluding
these particulars and any Member
interested in obtaining the said
details may write to the Company
Secretary at investorgrievance@dcb.
bank.in.

J=l PARTICULARS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 AND RULE 5 OF THEH
COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 B

Mr. Krishnan Sridhar Seshadri (Whole Time Director)

Honorarium paid till July 2025 since he had waived off his honorarium for a period from August 01,2025 till October 14, 2025.

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

c) The percentage increase in
the median remuneration of
employees in the FY 2025-26:
2.8%

d) The number of permanent
employees on the rolls of Bank:
11337

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

financial year ended
March 31, 2026 and its
comparison with the
percentile increase in the
managerial remuneration
and justification thereof and
any exceptional circumstances
for increase in the managerial
remuneration: Average
increase in remuneration is
6.64% for employees other

than Managerial Personnel
and 10.12% for Managerial
Personnel (KMP and Senior
Management). There are no
exceptional circumstances for
increase in the managerial
remuneration,

f) Affirmation that the

remuneration is as per the
remuneration policy of the Bank:
Yes

? EMPLOYEE STOCK OPTION PLAN (ESOP) AND CASH SETTLED

?5Qp STOCK APPRECIATION RIGHTS (CSAR)

i. DCB Bank Limited - Employees
Stock Option Plan 2005 ("ESOP
Scheme")

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

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

- provide means to enable
the Bank to attract and

retain appropriate human
talent in the employment of
the Bank;

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

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

- create a sense of
ownership and participation
amongst the employees of

the Bank. The Employee
Stock Options ("ESOPs")
and the Cash Settled
Stock Appreciation Rights
("CSARs") granted to the
employees of the Bank
currently operate under the
following Schemes:

i. DCB Bank Limited -
Employees Stock
Option Plan 2005
("ESOP Scheme")

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

During the FY 2025-26,
the Bank has granted
12,58,000 ESOPs at an
exercise price of Rs.127.03
per unit. In addition,

CSARs were granted
on April 26, 2025 at the
exercise price of Rs.127.03
per unit of CSAR to the
eligible employees of
the Bank in accordance
with the CSARs Scheme
and as approved by
the Nomination and
Remuneration Committee
("NRC").

- The provisions of SEBI
(Share Based Employee
Benefits and Sweat Equity)
Regulations, 2021 ("SEBI
(SBEB&SE) Regulations,
2021"), do not apply
to cash settled SARs
Scheme. As the Banks

CSARs Scheme provides
only for cash settlement
on stock appreciation, the
provisions of SEBI (SBEB
& SE) Regulations, 2021,
are no longer applicable.

- The aforesaid Schemes
complied with the SEBI
(SBEB&SE) Regulations,
2021, to the extent
applicable. During the
FY 2025-26, no material
changes were made to
the Schemes. The Bank
has changed its vesting
schedule at 0%, 50%,

50% across 3 consecutive
years based on approval of
grant terms by NRC in line
with the ESOP Plan of the
Bank.

- The relevant details of the
aforesaid Schemes, as
required under the SEBI

stainability Report

(SBEB&SE) Regulations
2021, are available on the
Banks website viz., URL:
www.dcb.bank.in/about-us/
investor-relations (Website
-> About Us -> Investor
relations -> Corporate
Governance -> ESOP
Disclosures).

These details, along with
the certificates from the
Secretarial Auditor, as
required underthe SEBI
(SBEB&SE) Regulations
2021, stating that the
ESOP Scheme has been
implemented in accordance
with the SEBI (SBEB&SE)
Regulations, 2021 and the
resolution passed by the
members, would be placed
and available for inspection
by the members during the
AGM.

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

The Bank has undertaken various
initiatives for the conservation of
energy and have taken efforts to
contribute to low carbon economy.
Details of the same are available
in the Business Responsibility and

Sustainability Report of the Bank
which is part of the Annual Report
of the Bank. The Bank has been
continuously and extensively using
technology in its operations. Refer
to Management Discussion and

Analysis forming part of this Annual
Report. Foreign Exchange earnings
and outgo are part of the normal
banking business of the Bank.

TXBUSHME/IGIECHANISM

The Bank has in place a vigil
mechanism pursuant to which a
Whistle Blower Policy has been in
vogue for the last several years. The
policy was last reviewed in
FY 2025-26. This Policy, inter
alia, provides a direct access to
a Whistle Blower to the Chief of

Internal Vigilance (CIV) on his
dedicated e-mail whistleblower@
dcb.bank.in and Chairman of the
Audit Committee of the Board (ACB)
on his dedicated e-mail-ID cacb@
dcb.bank.in. The Whistle Blower
Policy covering all employees and
Directors is hosted on the Banks

website www.dcb.bank.in/about-us/
investor-relations (Website -> About
Us -> Investor relations -> Corporate
Governance -> Code and Policies)
None of the Banks personnel have
been denied access to the Audit
Committee.

? THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL

111 CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Bank has designed and
implemented a process driven
framework for Internal Financial
Controls ("IFC") within the meaning
of the explanation to Section 134 (5)
(e) of the Companies Act, 2013. For
the year ended March 31, 2026, the

Board is of the opinion that the Bank
has sound IFC commensurate with
the nature and size of its business
operations wherein controls are
in place and operating effectively
and no material weaknesses exist.

The Bank has a process in place
to continuously monitor the existing
controls and identify gaps, if any, and
implement new and/ or improved
controls wherever the effect of such
gaps would have a material effect on
the Banks operation.

SECRETARIAL AUDITOR

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

same was approved by the Members
of the Bank at their 30^th AGM of the
Bank held on August 06, 2025.

The Secretarial Audit Report for the
financial year ended March 31, 2026,
as required under Section 204 of the
Act and Regulation 24A of the SEBI
Listing Regulations, is annexed to
this Report. The Secretarial Auditors
Report does not contain any
qualifications, reservations, adverse
remarks or disclaimers.

In terms of the applicable SEBI
Circular, your Bank has submitted

the Annual Secretarial Compliance
Report for FY 2025-26 to the Stock
Exchanges within the prescribed
time and the same is available on
websites of the Stock Exchanges
i.e. BSE Limited (www.bseindia.
com), National Stock Exchange
of India Limited (www.nseindia.
com) and on the Banks website
viz., URL: www.dcb.bank.in/about-
us/investor-relations (Website ->
About Us -> Investor relations ->
Corporate Governance -> Secretarial
Compliance Report)

BBBSECRETARIAL AUDIT REPORT

Pursuant to the requirements of
the Companies Act, 2013 and
the SEBI Listing Regulations, the

Bank has appointed M/s. S.N.
Ananthasubramanian & Co.,
Practicing Company Secretaries

(COP 1774) as the Secretarial
Auditor for FY 2025-26 and their
report is attached separately to this
Report.

COMPLIANCE TO SECRETARIAL STANDARDS

The Bank is in compliance with the
applicable Secretarial Standards

issued by the Institute of Company
Secretaries of India (ICSI) related to

the Board Meetings (SS-1) and the
General Meeting (SS-2) during the
FY 2025-26.

During the financial year 2025-26, there has been no change in the nature of business of the Bank.

Being a banking company, the
disclosures required as per Rule

8(5)(v) & (vi) of the Companies
(Accounts) Rules, 2014, read

with Sections 73 and 74 of the
Companies Act, 2013, are not
applicable to the Bank.

During the FY 2025-26, 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.

There is no application or proceeding pending against the Bank under the Insolvency and Bankruptcy Code, 2016 during
the FY 2025-26.

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, 2026 and the date of the
Directors Report.

AUDIT COMMITTEE OF THE BOARD (ACB)

The composition, role and functions
of the ACB are provided in the Report
on Corporate Governance, which
forms part of this Annual Report.

During FY 2025-26, the Board has
accepted all the recommendations
made by the ACB and hence, no

further explanation towards this
is required to be provided, in this
Report.

The Bank has been continuously
observing the best corporate
governance practices and
benchmarks itself against each
such practice. A separate section

on Corporate Governance and
a Certificate from M/s S.N.
Ananthasubramanian & Co,
Practicing Company Secretaries,
regarding compliance with the

conditions of Corporate Governance
as stipulated in Schedule V of the
SEBI Listing Regulations forms part
ofthis Report.

ip ACKNOWLEDGEMENTS

Your Board wishes to thank
the principal Shareholders and
Promoters, the Aga Khan Fund
for Economic Development
S.A. (AKFED) and all the other
Shareholders for the confidence
and trust they have reposed in the
Bank. Your Board also acknowledges
with appreciation the Reserve
Bank of India (RBI) for its valuable
guidance and support to the Bank.
Your Board similarly expresses

gratitude for the assistance and co-
operation extended by SEBI, BSE,
NSE, NSDL, CDSL, NPCIL, Central
Government and the Governments of
various States, Union Territories and
the National Capital Region of Delhi
where the Bank has its branches.
Your Board acknowledges with
appreciation, the invaluable support
provided by the Banks Auditors, past
Board members, lawyers, business
partners and investors. Your Board

is also thankful for the continued
co-operation of various financial
institutions and correspondents in
India and abroad.

Your Board wishes to sincerely thank
all its customers for their patronage.
Your Board records with sincere
appreciation the valuable contribution
made by employees at all levels
and looks forward to their continued
commitment to achieve further
growth and take up more challenges
that the Bank has set for the future.